UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 31, 2006

CHIPOTLE MEXICAN GRILL, INC.
(Exact name of registrant as specified in its charter)

Delaware

1-32731

84-1219301

(State or other jurisdiction
of incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

1543 Wazee Street, Suite 200
Denver, CO 80202

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (303) 595-4000

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)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 




 

Item 2.02 Results of Operations and Financial Condition.

     On July 31, 2006, Chipotle Mexican Grill, Inc. issued a press release announcing earnings and other financial results for its fiscal quarter ended June 30, 2006, and that management would review these results in a conference call at 5:00 p.m. Eastern Time on Monday, July 31, 2006.

Item 8.01 Other Events.

     McDonald's Corporation announced that it intends to dispose of its remaining interest in Chipotle through a tax-free exchange of shares of Chipotle class B common stock for McDonald's stock, subject to market conditions.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1

 

Chipotle Mexican Grill, Inc. Press Release, dated July 31, 2006

 

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 SIGNATURE

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.

 

Chipotle Mexican Grill, Inc.

 

 

 

July 31, 2006

By:

/s/ John R. Hartung

 

 

Name: John R. Hartung

 

 

Title: Chief Financial and Development Officer

 

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Exhibit Index

Exhibit 99.1

 

Chipotle Mexican Grill, Inc. Press Release, dated July 31, 2006

 

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