Filed Pursuant to Rule 424(b)(2)
Registration No. 333-60170
PRICING SUPPLEMENT NO. 5, DATED APRIL 2, 2002
---------------------------------------------
(To Prospectus dated May 10, 2001 and
Prospectus Supplement dated May 24, 2001)
U.S.$1,500,000,000
McDONALD'S CORPORATION
Medium-Term Notes, Series G
(Fixed Rate Notes)
Due from 1 Year to 60 Years from Date of Issue
The following description of the terms of the Notes offered hereby supplements,
and to the extent inconsistent therewith replaces, the descriptions included in
the Prospectus and
Prospectus Supplement referred to above, to which descriptions reference is
hereby made.
Principal Amount: U.S.$250,000,000
Issue Price: 99.467% of the Principal Amount of the Notes
Original Issue Date: April 9, 2002
Stated Maturity: April 30, 2007
Interest Rate: 5.375% per annum
Interest Payment Dates: April 30 and October 30 of each year,
commencing October 30, 2002
(Applicable only if other than February 15 and August 15 of each year)
Regular Record Dates: April 15 and October 15 of each year
(Applicable only if other than February 1 and August 1 of each year)
Form: |X| Book-Entry |_| Certificated
Specified Currency:
(If other than U.S. dollars)
Option to Receive Payments in Specified Currency: |_| Yes |_| No
(Applicable only if Specified Currency is other than U.S. dollars and if
Note is not in Book Entry form)
Authorized Denominations:
(Applicable only if other than U.S.$1,000 and increments of U.S.$1,000 or
if Specified Currency is other than U.S. dollars)
Method of Payment of Principal:
(Applicable only if other than immediately available funds)
Optional Redemption: |X| The Notes cannot be redeemed prior to
Stated Maturity.
|_| The Notes can be redeemed in whole or in
part at any time prior to Stated
Maturity at the option of McDonald's
Corporation (the "Company") as set forth
below.
Optional Redemption Dates:
Redemption Prices:
|_| The Redemption Price shall initially be % of the principal amount
of the Note to be redeemed and shall decline at each anniversary of the initial
Optional Redemption Date by % of the principal amount to be redeemed until the
Redemption Price is 100% of such principal amount; provided, however, that in
the case of an Original Issue Discount Note, the Redemption Price shall be the
Amortized Face Amount of the principal amount to be redeemed.
|_| Other:
Sinking Fund: |X| The Notes are not subject to a Sinking
Fund.
|_| The Notes are subject to a Sinking Fund.
Sinking Fund Dates:
Sinking Fund Amounts:
Amortizing Note: |_| Yes |X| No
Amortization Schedule:
Optional Repayment: |_| Yes |X| No
Optional Repayment Dates:
Optional Repayment Prices:
Original Issue Discount Note: |_| Yes |X| No
Total Amount of OID:
Yield to Stated Maturity:
Initial Accrual Period OID:
Calculation Agent (if other than Principal Paying Agent):
Agent's discount or commission: 0.600% of the principal amount of the Notes
Net proceeds to Company (if sale to Agent as principal): 98.867% of the
Principal Amount of the Notes
Agent's Capacity: |_| Agent |X| Principal
Agents: Morgan Stanley
Merrill Lynch & Co.
ABN AMRO Incorporated
Barclays Capital
Fleet Securities, Inc.
Scotia Capital
SunTrust Capital Markets, Inc.
CUSIP: 58013MDS0
ISIN: US58013MDS08
Common Code: 014623698
Plan of Distribution:
Agents Principal Amount
------ ----------------
Morgan Stanley & Co. Incorporated $ 93,750,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated 93,750,000
ABN AMRO Incorporated 12,500,000
Barclays Capital Inc. 12,500,000
Fleet Securities, Inc. 12,500,000
Scotia Capital 12,500,000
SunTrust Capital Markets, Inc. 12,500,000
------------
Total: $250,000,000
============
The Agents have agreed to purchase the principal amount of the Notes. Certain of
the Agents have agreed to reimburse the Company for certain expenses relating to
the offering of the Notes. The Notes will be represented by a single Permanent
Global Note which will be deposited with The Depository Trust Company ("DTC"),
as depositary, and registered in the name of Cede & Co. Holders may elect to
hold interests in the Notes through either the DTC (in the United States) or
Clearstream Banking S.A. (formerly Cedelbank) ("Clearstream, Luxembourg"), and
Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the
Euroclear System ("Euroclear"), if they are participants in such systems or
indirectly through organizations which are participants in such systems.
Clearstream, Luxembourg and Euroclear will hold interests on behalf of their
participants through customers' securities accounts in Clearstream, Luxembourg's
and Euroclear's names on the books of their respective depositaries, which in
turn will hold such interests in customers' securities accounts in the
depositaries' names on the books of the DTC.
Clearing Systems:
DTC advises that it is a limited-purpose trust company organized under
the laws of the State of New York, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934, as amended. DTC was created to hold
securities of its participants and to facilitate the clearance and settlement of
securities transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. DTC's
participants include securities brokers and dealers (including Agents), banks,
trust companies, clearing corporations, and certain other organizations, some of
whom (and/or their representatives) own DTC. Access to DTC's book-entry system
is also available to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a participant,
either directly or indirectly.
Clearstream, Luxembourg advises that it is incorporated under the laws
of Luxembourg as a professional depositary. Clearstream, Luxembourg holds
securities for Clearstream, Luxembourg participants ("Clearstream Participants")
and facilitates the clearance and settlement of securities transactions between
Clearstream Participants through electronic book-entry changes in accounts of
Clearstream Participants, thereby eliminating the need for physical movement of
certificates. Clearstream, Luxembourg provides to Clearstream Participants,
among other things, services for safekeeping, administration, clearance and
settlement of internationally traded securities and securities lending and
borrowing. Clearstream, Luxembourg interfaces with domestic markets in several
countries. As a professional depositary, Clearstream, Luxembourg is subject to
regulation by the Luxembourg Monetary Institute. Clearstream Participants are
recognized financial institutions around the world, including underwriters,
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations and may include the Agents. Indirect access to
Clearstream, Luxembourg is also available to others, such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a Clearstream Participant either directly or indirectly.
Distributions with respect to Notes held beneficially through
Clearstream, Luxembourg will be credited to cash accounts of Clearstream
Participants in accordance with its rules and procedures, to the extent received
by Clearstream, Luxembourg.
Euroclear advises that it was created in 1968 to hold securities for
Euroclear participants ("Euroclear Participants") and to clear and settle
transactions between Euroclear Participants through simultaneous electronic
book-entry delivery against payment, thereby eliminating the need for physical
movement of certificates and any risk from lack of simultaneous transfers of
securities and cash. Euroclear includes various other services, including
securities lending and borrowing and interfaces with domestic markets in several
countries. Euroclear is operated by the Brussels, Belgium office of Morgan
Guaranty Trust Company of New York (the "Euroclear Operator"), under contract
with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the
"Cooperative"). All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with the Euroclear Operator, not the Cooperative. The Cooperative establishes
policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants
include banks (including central banks), securities brokers and dealers and
other professional financial intermediaries and may include the Agents. Indirect
access to Euroclear is also available to other firms that clear through or
maintain a custodial relationship with a Euroclear Participant, either directly
or indirectly.
The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it is
regulated and examined by the Board of Governors of the Federal Reserve System
and the New York State Banking Department, as well as the Belgian Banking
Commission.
Securities clearance accounts and cash accounts with the Euroclear
Operator are governed by the Terms and Conditions Governing Use of Euroclear and
the related Operating Procedures of the Euroclear System, and applicable Belgian
law (collectively, the "Euroclear Terms and Conditions"). The Euroclear Terms
and Conditions govern transfers of securities and cash within Euroclear,
withdrawals of securities and cash from Euroclear, and receipts of payments with
respect to securities in Euroclear. All securities in Euroclear are held on a
fungible basis without attribution of specific certificates to specific
securities clearance accounts. The Euroclear Operator acts under the Euroclear
Terms and Conditions only on behalf of Euroclear Participants, and has no record
of or relationship with persons holding through Euroclear Participants.
Distributions with respect to Notes held beneficially through Euroclear
will be credited to the cash accounts of Euroclear Participants in accordance
with the Euroclear Terms and Conditions, to the extent received by the Euroclear
Operator and by Euroclear.
Although the DTC, Clearstream, Luxembourg and Euroclear have agreed to
the foregoing procedures in order to facilitate transfers of Notes among
participants of the DTC, Clearstream, Luxembourg and Euroclear, they are under
no obligation to perform or continue to perform such procedures and such
procedures may be discontinued at any time.
Clearance and Settlement Procedures:
Initial settlement for the Notes will be made in immediately available
funds. Secondary market trading between DTC participants will occur in the
ordinary way in accordance with the DTC's rules and will be settled in
immediately available funds using the DTC's Same-Day Funds Settlement System.
Secondary market trading between Clearstream Participants and/or Euroclear
Participants will occur in the ordinary way in accordance with the applicable
rules and operating procedures of Clearstream, Luxembourg and Euroclear and will
be settled using the procedures applicable to conventional eurobonds in
immediately available funds.
Cross-market transfers between persons holding directly or indirectly
through the DTC on the one hand, and directly or indirectly through Clearstream
or Euroclear Participants on the other, will be effected through the DTC in
accordance with the DTC's rules on behalf of the relevant European international
clearing system by its U.S. Depositary; however, such cross-market transactions
will require delivery of instructions to the relevant European international
clearing system by the counterparty in such system in accordance with its rules
and procedures and within its established deadlines (European time). The
relevant European international clearing system will, if the transaction meets
its settlement requirements, deliver instructions to its U.S. Depositary to take
action to effect final settlement on its behalf by delivering or receiving Notes
in the DTC, and making or receiving payment in accordance with normal procedures
for same-day funds settlement applicable to the DTC. Clearstream Participants
4and Euroclear Participants may not deliver instructions directly to the DTC.
Because of time-zone differences, credits of the Notes received in
Clearstream, Luxembourg or Euroclear as a result of a transaction with a
participant of the DTC will be made during subsequent securities settlement
processing and will be credited the business day following the DTC settlement
date. Such credits or any transactions in such Notes settled during such
processing will be reported to the relevant Euroclear or Clearstream
Participants on such business day. Cash received in Clearstream, Luxembourg or
Euroclear as a result of sales of Notes by or through a Clearstream Participant
or a Euroclear Participant to a participant of the DTC will be received with
value on the DTC settlement date but will be available in the relevant
Clearstream, Luxembourg or Euroclear cash account only as of the business day
following settlement in the DTC.