Form 8K 1 September 2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
________________________
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported): September 1, 2006
________________________
McDONALD'S
CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
|
Delaware
|
1-5231
|
36-2361282
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
____________________________
One
McDonald's Plaza
Oak
Brook, Illinois
(Address
of Principal Executive Offices)
60523
(Zip
Code)
_______________________________
(630)
623-3000
(Registrant's
Telephone Number, Including Area Code)
_______________________________
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation
of
the registrant under any of the following provisions (see General Instruction
A.2. below):
[X]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17
CFR
240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17
CFR
240.13e-4(c))
Item
8.01. Other Events.
As
previously announced, McDonald’s
Corporation (“McDonald’s”) is planning to dispose of its remaining interest in
Chipotle Mexican Grill through a tax-free exchange of Chipotle shares for
McDonald’s stock. In light of its contemplated repurchase of McDonald’s stock
through the exchange offer, McDonald’s is today announcing that it was notified
that three investment funds managed by Pershing Square Capital Management L.P.
or its affiliates planned to file on or about August 15, 2006 necessary
notifications under the Hart-Scott-Rodino Antitrust Improvements Act to acquire
in excess of $793.8 million of McDonald's common stock. The prescribed "waiting
periods" under the Act must expire or be terminated before these funds may
increase their ownership level as specified in the notices received by
McDonald's.
SIGNATURES
Pursuant
to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to
be signed on its behalf by the undersigned hereunto duly authorized.
| |
McDonald's Corporation |
| |
(Registrant) |
| Date: September 1, 2006 |
By: /s/ Gloria Santona |
| |
Corporate Executive
Vice President, |
| |
General Counsel
and Secretary |
| |
|
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