<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 1994
Registration Statement No. 33-_____
__________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________________________
ANHEUSER-BUSCH COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1162835
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
One Busch Place
St. Louis, Missouri 63118
(Address of principal executive offices)
__________________________
ANHEUSER-BUSCH COMPANIES, INC.
1989 INCENTIVE STOCK PLAN
(Full title of the plan)
__________________________
JoBeth G. Brown Copies to:
Vice President and Secretary
Anheuser-Busch Companies, Inc. John A. Niemoeller, Esq.
One Busch Place The Stolar Partnership
St. Louis, Missouri 63118 911 Washington Avenue, 7th Floor
(Name and address of agent for service) St. Louis, Missouri 63101
(314) 577-3314
(Telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of each Amount Proposed Proposed Amount of
class of securities to be maximum maximum registration
to be registered Registered offering aggregate fee
price offering
per share price
Common Stock,
$1 Par Value Per
Share, Including
Related Rights 10,000,000 Shares $53.75* $537,500,000* $185,344.83
* Estimated solely for purposes of calculating the registration fee.
In accordance with Rule 457(h)(1), the proposed offering price of
shares was based on the average of the high and low prices reported
on the New York Stock Exchange for April 22, 1994.
<PAGE>
PART I
The Section 10(a) of the prospectus relating to the Plan is omitted from
this Registration Statement pursuant to the Note to Part I of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference
The following documents are incorporated in this registration
statement by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993.
(b) The Registrant's Current Report on Form 8-K dated February 24,
1994.
(c) The description of the Registrant's shares of common stock,
including the Rights related to the shares as set forth in the Rights
Agreement relating to such Rights, contained in the Registrant's
registration statement filed under the Securities Exchange Act of 1934,
file no. 1-7823, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant or the Plan pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of
such documents.
Item 4. Description of Securities
The Registrant's common stock is registered under Section 12 of the
Securities Exchange Act of 1934, as amended.
Item 5. Interests of Named Experts and Counsel
Price Waterhouse, the Registrant's independent accountants, have no
interest in the Registrant. Those attorneys and non-clerical personnel of
The Stolar Partnership, counsel to the Registrant, who have participated in
this registration and the matters referred to herein have no "substantial
interest" in the Registrant, as defined in Item 509 of Regulation S-K.
Item 6. Indemnification of Directors and Officers
The Delaware General Corporation Law permits the indemnification by a
Delaware corporation of its directors, officers, employees and other agents
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative
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(other than derivative actions which are by or in the right of the
corporation) if they acted in good faith in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe their conduct was illegal. A similar standard of care is
applicable in the case of derivative actions, except that indemnification
only extends to expenses (including attorneys' fees) incurred in connection
with defense or settlement of such an action or requires court approval
before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation.
The Registrant's Restated Certificate of Incorporation provides that
each person who was or is made a party to, or is involved in, any action,
suit or proceeding by reason of the fact that he or she is or was a
director or officer of the Registrant (or was serving at the request of the
Registrant as a director, officer, employee or agent for another entity)
while serving in such capacity will be indemnified and held harmless by the
Registrant to the full extent authorized or permitted by Delaware law. The
Restated Certificate also provides that the Registrant may purchase and
maintain insurance, may also create a trust fund, grant a security interest
and/or use other means (including establishing letters of credit, surety
bonds and other similar arrangements), and may enter into contracts
providing for indemnification, to ensure full payment of indemnifiable
amounts.
The Registrant has entered into indemnification agreements with its
directors and its executive officers.
Item 7. Exemptions from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit
No.
4.1 The Anheuser-Busch Companies, Inc. Incentive Stock Plan (As
Amended December 20, 1989, December 19, 1990, and December 15,
1993).
5.1 Opinion and consent of The Stolar Partnership, counsel to the
Registrant, concerning the legality of the shares of common stock
being registered hereunder.
23.1 Consent of Independent Accountants.
24.1 Power of Attorney Executed by Certain Officers and Directors of
the Registrant.
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<PAGE>
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis, State of
Missouri, on April 28, 1994.
ANHEUSER-BUSCH COMPANIES, INC.
By: JOBETH G. BROWN
(JoBeth G. Brown,
Vice President and Secretary)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities and on the dates indicated:
Signature Title Date
August A. Busch III* Chairman of the Board April 28, 1994
(August A. Busch III) and President and
Director (Principal
Executive Officer)
Jerry E. Ritter* Executive Vice President April 28, 1994
(Jerry E. Ritter) - Chief Financial and
Administrative Officer
(Principal Financial
Officer)
Gerald C. Thayer* Vice President and April 28, 1994
(Gerald C. Thayer) Controller (Principal
Accounting Officer)
Pablo Aramburuzabala O.* Director April 28, 1994
(Pablo Aramburuzabala O.)
Richard T. Baker* Director April 28, 1994
(Richard T. Baker)
Andrew B. Craig III* Director April 28, 1994
(Andrew B. Craig III)
Bernard A. Edison* Director April 28, 1994
(Bernard A. Edison)
Peter M. Flanigan* Director April 28, 1994
(Peter M. Flanigan)
John E. Jacob* Director April 28, 1994
(John E. Jacob)
Charles F. Knight* Director April 28, 1994
(Charles F. Knight)
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<PAGE>
Vernon R. Loucks, Jr.* Director April 28, 1994
(Vernon R. Loucks, Jr.)
Vilma S. Martinez* Director April 28, 1994
(Vilma S. Martinez)
Sybil C. Mobley* Director April 28, 1994
(Sybil C. Mobley)
James B. Orthwein* Director April 28, 1994
(James B. Orthwein)
Douglas A. Warner III* Director April 28, 1994
(Douglas A. Warner III)
William H. Webster* Director April 28, 1994
(William H. Webster)
Edward E. Whitacre, Jr.* Director April 28, 1994
(Edward E. Whitacre, Jr.)
* By: JOBETH G. BROWN
JoBeth G. Brown
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
Exhibit Description
4.1 The Anheuser-Busch Companies, Inc. Incentive Stock Plan (As
Amended December 20, 1989, December 19, 1990,
and December 15, 1993).
5.1 Opinion and consent of The Stolar Partnership, counsel to the
Registrant, concerning the legality of the shares of common stock
being registered hereunder.
23.1 Consent of Independent Accountants.
24.1 Power of Attorney Executed by Certain Officers and Directors of
the Registrant.
All Exhibits are filed electronically with Form S-8.
<PAGE>
ANHEUSER-BUSCH COMPANIES, INC. INCENTIVE STOCK PLAN
(AS AMENDED DECEMBER 20, 1989, DECEMBER 19, 1990, AND DECEMBER 15, 1993)
Section 1. Purpose.
The purpose of the Plan is to attract, retain, motivate and reward
employees of the Company, its Subsidiaries and Affiliates with compensatory
arrangements that involve Options and SARs.
Section 2. Definitions.
(a) "Act" means the Securities Exchange Act of 1934, as amended from
time to time.
(b) "Affiliate" means any entity in which the Company has a
substantial direct or indirect equity interest (other than a Subsidiary),
as determined by the Committee.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code as in effect from time to
time.
(e) "Committee" means the Stock Option Committee described in Section
12 hereof.
(f) "Company" means Anheuser-Busch Companies, Inc. and its
successors.
(g) "Disability" means the condition of being "disabled" within the
meaning of Section 422(c)(6) of the Code or any successor provision.
(h) "Eligible Employee" means a person who is eligible to receive an
option under Section 4 of the Plan.
(i) "Employer" means the Company, the Subsidiary, or the Affiliate
which employs the Optionee.
(j) "Fair Market Value" of Stock on a given date means (i) the
average of the highest and lowest selling prices per share of Stock
reported on the New York Stock Exchange Composite Tape or similar facility
for such date, (ii) if Stock is not listed on the New York Stock Exchange,
the average of the highest and lowest selling prices per share of Stock as
reported for such date on the principal stock exchange in the U.S. on which
Stock is listed (as determined by the Committee), or (iii) if neither of
the preceding clauses is applicable, the value per share determined by the
Committee in a manner consistent with the Treasury Regulations under
Section 2031 of the Internal Revenue Code. If no sale of Stock occurs on
such date, but there were sales reported within a reasonable period both
before and after such date, the weighted average of the means between the
highest and lowest selling prices on the nearest date before and the
nearest date after such date shall be used, with the average to be weighted
inversely by the respective numbers of trading days between the selling
dates and such date.
(k) "ISO" or "Incentive Stock Option" means an option to purchase
Stock which is designated by the Committee as an "Incentive Stock Option"
and which qualifies as an "incentive stock option" under Section 422 (or
any successor provision) of the Code.
1
(l) "Limited Right" has the meaning given in Section 7.
(m) "NQSO" or "Non-Qualified Stock Option" means an option to
purchase Stock which is designated by the Committee as a "Non-Qualified
Stock Option," or which is designated by the Committee as an ISO but which
fails or ceases to qualify as an "incentive stock option" under the Code.
(n) "Option" means an ISO or an NQSO.
(o) "Option Agreement" means the written agreement referred to in
Section 5(a) between the Company and the Optionee evidencing an Option or
SAR.
(p) "Optionee" means a person to whom an Option or SAR is granted
pursuant to the Plan.
(q) "Plan" means the Anheuser-Busch Companies, Inc. 1989 Incentive
Stock Plan, as amended from time to time.
(r) "Reporting Person," as of a given date, means an Optionee who
would be required to report a purchase or sale of Stock occurring on such
date to the Securities and Exchange Commission pursuant to Section 16(a) of
the Act and the rules and regulations thereunder.
(s) "Rule 16b-3" means Rule 16b-3 (as amended from time to time)
promulgated by the Securities and Exchange Commission under the Act, and
any successor thereto, as in effect as to the Plan.
(t) "SAR" means a stock appreciation right, which is the right to
receive cash, Stock, or other property having a value on the date the SAR
is exercised equal to (i) the excess of the Fair Market Value of one share
of Stock on the exercise date over (ii) the base price of the SAR. The
term "SAR" does not include a Limited Right.
(u) "Stock" means shares of the common stock of the Company, par
value $1.00 per share, or such other class or kind of shares or other
securities as may be applicable under Section 10.
(v) "Subsidiary" means a "subsidiary corporation" of the Company as
defined in Section 424 (or any successor provision) of the Code.
(w) "Withholding Taxes" means, in connection with an Option or SAR
(including without limitation the receipt of Stock pursuant to the exercise
of an NQSO or SAR or the disposition of ISO shares), (a) the total amount
of Federal and state income taxes, social security taxes and other taxes
which the Employer of the Optionee is required to withhold ("Required
Withholding Taxes") plus (b) any other such taxes which the Employer, in
its sole discretion, withholds at the request of the Optionee.
Section 3. Maximum Shares.
(a) The maximum number of shares of Stock which may be issued to
Eligible Employees pursuant to Options and SARs under the Plan shall be
22,000,000 shares, subject to adjustment as provided in Section 10. For
this purpose:
(i) Only shares actually issued pursuant to the grant or exercise of
an Option or SAR shall be counted against the Plan maximum.
2
(ii) Except to the extent prohibited by Rule 16b-3, Shares which are
forfeited by an Optionee after issuance shall be deemed to have never been
issued under the Plan and accordingly shall not be counted against the Plan
maximum.
(iii) The number of shares available for the grant of new Options and
SARs at any particular time shall be (A) the maximum number of shares
specified above (as adjusted), minus (B) the sum of the number of shares
issued under the Plan prior to that time and the number of shares issuable
upon exercise of Options and SARs outstanding at that time. In its
discretion, the Company may issue treasury shares or authorized but
previously unissued shares.
(b) Notwithstanding paragraph (a) above, the maximum number of shares
for which ISOs may be granted under the Plan shall be 22,000,000 shares,
subject to adjustment as provided in Section 10, regardless of the fact
that a lesser number of shares is issued pursuant to the exercise of ISOs.
(c) Shares issued under other plans of the Company shall not be
counted against the Plan maximum.
(d) Notwithstanding any other provisions of this Plan, the maximum
number of options that may be granted to any Eligible Employee during any
calendar year shall be 500,000, subject to adjustment as provided in
Section 10.
Section 4. Eligibility.
Officers and management employees of the Company, Subsidiaries or
Affiliates shall be eligible to receive Options and SARs under the Plan. A
Director of the Company or a Subsidiary or an Affiliate shall be eligible
only if he or she also is an officer or employee of the Company, a
Subsidiary or an Affiliate. Notwithstanding the foregoing, persons
employed only by Affiliates shall not be eligible to receive ISOs.
Section 5. Option And SAR Grants.
(a) Subject to the limitations in this Plan, the Committee may cause
the Company to grant Options and/or SARs to such Eligible Employees, at
such times, in such amounts, for such periods, becoming exercisable at such
times, with such option prices or base prices, and subject to such other
terms, conditions, and restrictions as the Committee deems appropriate.
Each Option or SAR shall be evidenced by a written Option Agreement between
the Company and the Optionee. In granting an Option or SAR, the Committee
may take into account any factor it deems appropriate and consistent with
the purpose of the Plan. Options and/or SARs may be granted as additional
compensation to the Optionee, or in lieu of other compensation.
(b) Options and SARs may be granted separately or as alternatives to
each other, except that (i) Options and SARs shall be granted as
alternatives to each other only if the option prices and the base prices
are equal, (ii) Limited Rights shall not be granted separately, and shall
be granted only as alternatives to Options and/or SARs, (iii) SARs and/or
Limited Rights which are alternatives to ISOs may be granted only at the
same time the ISO is granted, and (iv) SARs which are alternatives to
Options, and Limited Rights which are
3
alternatives to Options or SARs, shall expire or terminate at the same time
as the Option or SARs to which they are alternatives.
(c) All or any portion of any payment to an Optionee whether in cash
or shares of Stock, may be deferred to a later date if and as provided in
the Option Agreement. Deferrals may be for such periods and upon such
terms and conditions (including the provision of interest, dividend
equivalents, or other return on such amounts) as the Committee may
determine.
(d) Option Agreements may contain any provision approved by the
Committee, not inconsistent with Section 9, relating to the period for
exercise after termination of employment, death or Disability.
(e) Option Agreements may, in the discretion of the Committee,
contain a provision permitting an Optionee to designate the person who may
exercise an Option or SAR upon the Optionee's death, either by Will or by
appropriate notice to the Company.
(f) Notwithstanding any other provision of this Section 5, (i) no
Option or SAR shall contain a so-called "reload" feature under which
Options or SARs are automatically granted to Optionees upon exercise of
Options or SARs, and (ii) no Option or SAR shall be granted in exchange for
a so-called "underwater" Option or SAR which has an option price or base
price in excess of the Fair Market Value of the Stock (nor shall an
underwater Option or SAR be amended to reduce its option price or base
price).
Section 6. Provisions Governing Options And SARs.
(a) If Options and SARS are alternatives to each other, the exercise
of all or part of one automatically shall cause an immediate equal and
corresponding termination of the other.
(b) An Optionee shall have none of the rights of a shareholder with
respect to shares of Stock subject to his or her Option or SAR until shares
are issued in his or her name.
(c) Nothing in the Plan or any Option Agreement shall confer on any
person any right or expectation to continue in the employ of his or her
Employer, or shall interfere in any manner with the absolute right of the
Employer to change or terminate such person's employment at any time for
any reason or for no reason.
(d) Options and SARs shall not be transferable other than by will or
the laws of descent and distribution, and shall be exercisable during the
Optionee's lifetime only by the Optionee or his or her guardian or legal
representative.
(e) Except as provided in Section 10(b), (A) the option price per
share of an Option or the base price of an SAR shall not be less than Fair
Market Value on the Option's or the SAR's grant date, nor less than the par
value of a share of Stock, except that an SAR which is an alternative to an
Option but which is granted at a later time may have a base price equal to
the option price even though the base price is less than Fair Market Value
on the date the SAR is granted.
(f) The grant of an Option and the Option Agreement for an Option
must clearly identify the Option as either an ISO or as an NQSO.
(g) In the case of an SAR, the Option Agreement may specify the form
of payment of SARs or may provide that the form is to be determined at a
later date, and may require the satisfaction of any rules or conditions in
connection with receiving payment in any particular
4
form. If the Optionee is a Reporting Person at the time of grant or during
the SAR's term and is given an election to receive cash in full or partial
settlement of an SAR, the Committee shall have sole discretion to approve
or disapprove such election at any time after it is made.
Section 7. Limited Rights.
(a) The Committee shall have authority to grant limited stock
appreciation rights ("Limited Rights") to the holder of any Option or SARs
granted under the Plan (the "Related Option or SAR") with respect to all or
some of the shares of Stock covered by such Related Option or SAR. A
Limited Right may be granted either at the time of grant of the Related
Option or SAR or (except in the case of an ISO) at any time thereafter
during its term. A Limited Right may be granted to an Optionee with
respect to Options irrespective of whether such Optionee is being granted
or has been granted an SAR. Limited Rights shall be transferable only when
the Related Option or SAR is transferable and under the same conditions,
and shall be exercisable during the Optionee's lifetime only by the
Optionee or his or her guardian or legal representative. If an ISO is a
Related Option to Limited Rights, the Limited Rights may be exercised only
if the Fair Market Value per share of Stock on the exercise date exceeds
the option price per share of the ISO. A Limited Right may be exercised
only during the sixty-day period beginning on an "Acceleration Date" (as
defined in Section 11(a) hereof); provided, however, that if the
Acceleration Date occurs within the six month period following the grant of
the Limited Right or the grant of the Related Option or SAR, whichever is
applicable as provided below, to a Reporting Person, then the Limited Right
will be exercisable by the Reporting Person for a period of thirty days
following expiration of such six-month period, or, if earlier, thirty days
following the Optionee's death or Disability. Each Limited Right shall be
exercisable only if, and to the extent that, the Related Option or SAR is
exercisable (ignoring paragraph (j) below). Notwithstanding the provisions
of the two immediately preceding sentences, no Limited Right may be
exercised by a Reporting Person until the expiration of six months from the
date of grant of the Limited Right unless otherwise permitted by Rule 16b-3
in the case of an SAR granted prior to the grant of the Limited Right.
(b) Upon the exercise of Limited Rights, the holder thereof shall
receive in cash whichever of the following amounts is applicable:
(i) in the case of an exercise of Limited Rights by reason of an
acquisition of Stock described in Section 11(a), an amount equal to the
Acquisition Spread (as defined in paragraph (d) below); or
(ii) in the case of an exercise of Limited Rights by reason of
shareholder approval of an agreement described in Section 11(a), an amount
equal to the Merger Spread (as defined in paragraph (f) below);
(iii) in the case of an exercise of Limited Rights by reason of a
change in the composition of the Board of Directors as described in Section
11(a), an amount equal to the Board Change Spread (as defined in paragraph
(g) below);
(iv) in the case of an exercise of Limited Rights by reason of
stockholder approval of a plan of liquidation described in Section 11(a),
an amount equal to the Liquidation Spread (as defined in paragraph (i)
below);
5
provided, however, that if an ISO is a Related Option to the Limited
Rights, the cash received for each Right shall not exceed 100% of the
spread under the ISO, i.e., the difference between the option price of the
ISO and the Fair Market Value of Stock on the date the Limited Right is
exercised.
(c) The term "Acquisition Price per Share" as used in this Section
shall mean, with respect to the exercise of any Limited Right by reason of
an acquisition of Stock described in Section 11(a), the greater of (i) the
highest price per share of Stock stated on the Schedule 13D, 14D-1 or
similar schedule (or amendment thereto) filed by the holder of 50% or more
of the Company's voting power which gives rise to the exercise of such
Limited Right, and (ii) the highest Fair Market Value per share of Stock
during the sixty-day period ending on the date the Limited Right is
exercised.
(d) The term "Acquisition Spread" as used in this Section shall mean
an amount equal to the product computed by multiplying (i) the excess of
(A) the Acquisition Price per Share over (B) the option or base price per
share of Stock at which the Related Option or SAR is exercisable, by (ii)
the number of Limited Rights being exercised.
(e) The term "Merger Price per Share" as used in this Section shall
mean, with respect to the exercise of any Limited Right by reason of
shareholder approval of an agreement described in Section 11(a), the
greater of (i) the fixed or formula price for the acquisition of shares of
Stock specified in such agreement if such fixed or formula price is
determinable on the date on which such Limited Right is exercised, and (ii)
the highest Fair Market Value per share of Stock during the sixty-day
period ending on the date on which such Limited Right is exercised. Any
securities or property which are part or all of the consideration paid for
shares of Stock pursuant to such agreement shall be valued in determining
the Merger Price per share at the higher of (A) the valuation placed on
such securities or property by the corporation, person or other entity
which is a party with the Company to such agreement or (B) the valuation
placed on such securities or property by the Committee.
(f) The term "Merger Spread" as used in this Section shall mean an
amount equal to the product computed by multiplying (i) the excess of (A)
the Merger Price per Share over (B) the option or base price per share of
Stock at which the Related Option or SAR is exercisable, by (ii) the number
of Limited Rights being exercised.
(g) The term "Board Change Spread" as used in this Section shall
mean, with respect to the exercise of any Limited Rights by reason of a
change in the composition of the Board described in Section 11(a), an
amount equal to the product computed by multiplying (i) the excess of (A)
the highest Fair Market Value per share of Stock during the sixty-day
period ending on the date the Limited Rights are exercised over (B) the
option or base price per share of Stock at which the Related Option or SAR
is exercisable, by (ii) the number of Limited Rights being exercised.
(h) The term "Liquidation Price per Share" as used in this Section
shall mean, with respect to the exercise of any Limited Right by reason of
shareholder approval of a plan of liquidation described in Section 11(a)
the greater of (i) the highest amount paid or to be paid per share of Stock
pursuant to the plan of liquidation
6
as determined by the Committee and (ii) the highest Fair Market Value per
share of Stock during the sixty-day period ending on the date on which such
Limited Right is exercised. Any securities or property which (A) are part
or all of the consideration paid for shares of Stock pursuant to such plan
of liquidation or (B) are to be sold and the proceeds distributed in
liquidation shall be valued in determining the Liquidation Price per share
at the higher of (i) the valuation placed on such securities or property by
the Company upon the distribution of such securities or property in
accordance with the plan of liquidation, if known, at the time of the
exercise of such Limited Right, or (ii) the valuation placed on such
securities or property by the Committee.
(i) The term "Liquidation Spread" as used in this Section shall mean
an amount equal to the product computed by multiplying (i) the excess of
(A) the Liquidation Price per Share over (B) the option or base price per
share of Stock at which the Related Option or SAR is exercisable, by (ii)
the number of Limited Rights being exercised.
(j) Notwithstanding any other provision of the Plan, an SAR may not
be exercised at a time when any Limited Rights held by the holder of such
SAR may be exercised.
(k) Notwithstanding the provisions of Section 7(a) above, if an
Acceleration Date specified in Section 11(a)(i) occurs and if such Date
occurs in connection with a Window Period Situation, then each Optionee who
is a Restricted Reporting Person may exercise his or her Limited Rights
only during the Window Period immediately following the Acceleration Date,
subject to the following exceptions: (i) if the Acceleration Date occurs
during the six-month period following the grant of a Limited Right or the
grant of the Related Option or SAR, whichever is applicable as provided in
the last sentence of Section 7(a) above, then such Limited Right may be
exercised by such Optionee only during the Window Period immediately
following the expiration of such six-month period or, if earlier, following
the death or Disability of such Optionee; and (ii) if such Acceleration
Date or the expiration of such six-month period (as applicable) occurs
during a Window Period, such Optionee may exercise such Limited Right
either during the remainder of such Window Period or during the next whole
Window Period thereafter. For the purposes of this paragraph, a "Window
Period Situation" exists (A) if one or more Reporting Persons are the
"Person" or members of the group constituting the "Person" specified in
Section 11(a)(i) below, or (B) if, by excluding all voting securities
acquired by the "Person" directly from the Company, no Acceleration Date
would occur. Each Reporting Person specified in clause (A) above, and all
Reporting Persons in the case of a clause (B) Window Period Situation, are
"Restricted Reporting Persons" for the purposes of this paragraph. A
"Window Period" is the period defined from time to time in paragraph
(e)(3)(iii) of Rule 16b-3, or the corresponding paragraph(s) of any
successor to Rule 16b-3.
Section 8. Stock Issuance, Payment, and Withholding.
(a) An Optionee may pay the option price of an Option in cash, Stock
(including shares of previously-owned Stock, or Stock issuable in
connection with the Option), or other property, to the extent permitted or
required by the Option Agreement or the Committee from time to time. The
Committee may permit deemed or constructive transfers of shares in lieu of
actual transfer and physical delivery of certificates. Except to the
extent prohibited by applicable law, the Committee or its delegate may take
any necessary or appropriate steps in order to facilitate the payment of
any such purchase price. Without limiting the foregoing, the Committee may
allow the Optionee to defer payment of the option price, or may cause the
Company to loan the option price to the Optionee or to guaranty that any
shares to be issued will be delivered to a broker or lender in order to
allow the Optionee to borrow the purchase price. The Committee may require
satisfaction of any rules or conditions in
7
connection with paying the Option price at any particular time, in any
particular form, or with the Company's assistance.
(b) When the Optionee's Employer becomes required to collect and pay
Required Withholding Taxes, the Optionee shall promptly reimburse the
Company or Employer (as required by the Committee) for the amount of such
Required Withholding Taxes in cash, unless the Option Agreement or the
Committee permits or requires payment in another form. In the discretion
of the Committee or its delegate and at the Optionee's request, the
Committee or its delegate may cause the Company or Employer to pay
Withholding Taxes in excess of Required Withholding Taxes on behalf of an
Optionee, which shall be reimbursed by the Optionee. The Committee may
allow an Optionee to reimburse the Company or Employer for payment of
Withholding Taxes with shares of Stock or other property. The Committee
may require the satisfaction of any rules or conditions in connection with
any non-cash payment of Withholding Taxes. If an Optionee is a Reporting
Person at the time of grant or during the Option's term and is given an
election to pay any Withholding Taxes with Stock, the Committee shall have
sole discretion to approve or disapprove such election at any time after
the election is made.
(c) If provided in the Option Agreement relating to an ISO, the
Committee may prohibit the transfer by an Optionee of shares of Stock
issued to him or her upon exercise of an ISO into the name of a nominee,
and the Committee may require the placement of a legend on certificates for
such shares reflecting such prohibition.
Section 9. Forfeitures.
(a) If any Optionee voluntarily terminates employment within two
years of the grant of an Option or SAR, or is dismissed from employment at
any time for any reason, such Option or SAR shall immediately terminate and
be forfeited to the extent not previously exercised.
(b) Notwithstanding any other provision in this Plan except paragraph
(c) below, the receipt of any Option or SAR, and the receipt of any share
of Stock, cash, or other benefit in connection with such Option or SAR,
shall be subject to the following provisions:
(i) At all times during his or her employment with the Company or a
Subsidiary or Affiliate, the Optionee shall continuously satisfy his or
her duties of loyalty and faithful service to the Company and his or her
Employer and shall refrain from engaging in any undisclosed conflict of
interest or from otherwise acting in any manner inimical to or contrary to
the best interests of the Company or Employer. Any violation of law or of
any Company or Employer policy or the Business Practices and Ethics Manual
(or any manual, or portion thereof, which replaces such Manual) of the
Company shall be considered conduct inimical to or contrary to the best
interests of the Company and Employer for the purposes of this Section
9(b). The exercise of any Option or SAR, or the acceptance of any share of
stock, cash, or other benefit hereunder in connection with any Option or
SAR shall be deemed to be the certification by the Optionee that he or she
has satisfied this condition. In addition, the Optionee shall furnish to
the Committee on request any other information concerning satisfaction of
such condition which the Committee may request.
8
(ii) This Section 9(b) is intended to establish, as a condition to the
realization of economic benefits under the Plan, a standard of conduct
consistent with (A) the duties of loyalty and faithful performance of
services imposed on an employee by the common law, and (B) the Company's
and Employer's published standards and policies which the Optionee is
bound to observe. This Section 9(b) shall in no way impair or derogate
from the rights or remedies which the Company or Employer may have at law
or in equity or under any employment contract or agreement with an
Optionee to prevent or to recover damages for the disclosure of trade
secrets, or to recover any restitution or damages properly owing the
Company or Employer because of any theft, fraud, embezzlement, or other
illegal conduct on the part of an Optionee.
(iii) If the Committee determines that an Optionee has not observed the
standard of conduct required by this Section 9(b), the Committee may
require the Optionee to forfeit any right to or in any outstanding Option
or SAR, as of the date such determination is made, and may require
repayment of any Stock or cash received in connection with any Option or
SAR by such Optionee after the act or acts of misconduct which gave rise to
the Committee's determination.
(iv) This Section 9(b) shall not be interpreted as requiring the
Committee to take action in each and every instance of suspected
misconduct, and in determining to attempt to enforce the forfeiture and
repayment provisions of this Section 9(b), the Committee may consider,
among other things, the nature of the misconduct, its seriousness, the
impact on the Company, the possible economic effects, the circumstances
surrounding the discontinuance of the Optionee's employment with the
Employer, and the amount of proof which the Employer may have of any
alleged misconduct. Any decision by the Committee to forego enforcement
of this Section 9(b) in whole or in part in any particular instance shall
in no way constitute a waiver of the right to enforce such Section in any
other instance.
(v) During the period of any investigation into whether an Optionee
has engaged in conduct prohibited by this Section 9(b), the Optionee's
rights to receive delivery of any Stock or cash, or to have any transfer
of Stock recognized on the stock books of the Company, shall be suspended.
An Optionee may exercise Options or SARs subject to the prior sentence.
(c) The provisions of this Section 9 shall terminate upon the
occurrence of an Acceleration Date described in Section 11.
Section 10. Adjustments and Acquisitions.
(a) In the event of (i) any change in the outstanding shares of Stock
by reason of any stock split, combination of shares, stock dividend,
reorganization, merger, consolidation, or other corporate change having a
similar effect, (ii) any separation of the Company including a spin-off or
other distribution of stock or property by the Company, or (iii) any
distribution to stockholders generally other than a normal dividend, the
Committee shall make such equitable adjustments to the Plan and to
outstanding Options, SARs and Limited Rights as it shall deem appropriate
in order to prevent the dilution or enlargement of (a) the Options, SARs
and Limited Rights which may be granted, the shares of Stock which may be
issued, or the shares for which ISOs may be granted under the Plan, (b) the
economic value of
9
outstanding Options, SARs and Limited Rights or (c) the limitations imposed
by Section 3(d) of this Plan, provided, however, that the Committee shall
not make any adjustment which would constitute or result in an increase in
the aggregate number of Shares available under the Plan, or the annual
limit on the number of options which may be granted to an Eligible Employee
under Section 3(d) of this Plan, requiring shareholder approval under
Section 422 or Section 162(m) of the Code. Any such determination by the
Committee shall be conclusive and binding on all concerned.
(b) In the event the Company or a Subsidiary enters into a
transaction described in Section 424(a) of the Code with any other
corporation, the Committee may grant Options, SARs, or Limited Rights to
employees or former employees of such corporation in substitution of stock
options, stock appreciation rights or limited stock appreciation rights
previously granted to them by such corporation upon such terms and
conditions as shall be necessary to qualify such grant as a substitution
described in Section 424(a) of the Code.
Section 11. Acceleration.
(a) If, while unexercisable Options or SARs remain outstanding under
the Plan,
(i) any Person (as defined herein) becomes the beneficial owner
directly or indirectly (within the meaning of Rule 13d-3 under the Act) of
more than 50% of the Company's then outstanding voting securities
(measured on the basis of voting power);
(ii) the shareholders of the Company approve a definitive agreement to
merge or consolidate the Company with any other corporation, other than an
agreement providing for (x) a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity), in combination
with the ownership of any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, at least 50% of the combined
voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or (y) a
merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person acquires more than 50%
of the combined voting power of the Company's then outstanding securities;
(iii) a change occurs in the composition of the Board of Directors
uring any period of twenty-four consecutive months such that individuals
who at the beginning of such period were members of the Board of Directors
cease for any reason to constitute at least a majority thereof, unless the
election, or the nomination for election by the Company's shareholders, of
each new director was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously
so approved; or
(iv) the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by
the Company of all or substantially all the Company's assets,
10
then on the date as of which any of the events described in clauses (i)
thru (iv) occurs (such date being referred to as an "Acceleration Date"),
each Option and SAR automatically shall become exercisable. For purposes
of this paragraph, "Person" shall have the meaning given in Section 3(a)(9)
of the Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof; however, a Person shall not include (aa) the Company or any of its
subsidiaries, (bb) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its subsidiaries, (cc) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (dd) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of Stock.
(b) Except to the extent prohibited by Rule 16b-3 in the case of
Reporting Persons, the Committee may accelerate the date on which any
Options and SARs become exercisable and may remove any restrictions on such
Options or SAR at any time after grant and for any reason the Committee
deems appropriate.
(c) All Options and SARs shall automatically become exercisable upon
a termination of employment caused by the death or Disability of the
Optionee.
Section 12. Administration.
(a) The Plan shall be administered by a Stock Option Committee
appointed by the Board consisting of three or more persons, each of whom at
all times shall be a member of the Board, a "disinterested person" as
defined in Rule 16b-3 and an "outside director" within the meaning of
Section 162(m)(4)(C)(i)of the Code. Committee members shall not be
eligible for selection to receive Options or SARs under the Plan. The
initial Committee shall consist of the members of the "Stock Option
Committee" administering the Anheuser-Busch 1981 Non-Qualified Stock
OptionPlan at the time this Plan is adopted by the Board.
(b) A majority of the members of the Committee shall constitute a
quorum. The acts of a majority of the members present at any meeting at
which a quorum is present, or acts approved in writing by a majority of the
members of the Committee, shall be the acts of the Committee. From time to
time the Committee may adopt, amend, and rescind such rules and regulations
for carrying out the Plan and implementing Option Agreements, and the
Committee may take such action in the administration of the Plan, as it
deems proper. The interpretation of any provisions of the Plan by the
Committee shall be final and conclusive unless otherwise determined by the
Board.
Section 13. Amendment, Termination, Shareholder Approval.
(a) The Board may amend or terminate the Plan at any time, except
that without the approval of the Company's shareholders, no amendment shall
(i) increase the maximum number of shares issuable, or the maximum number
of shares for which ISOs may be granted, under the Plan, (ii) change the
class of persons eligible to be Optionees, (iii) change the annual limit on
options which may be granted to an Eligible Employee provided in Section
3(d) or (iv) change the provisions of this Section 13(a).
(b) The Committee may amend the Plan from time to time to the extent
necessary to (i) comply with Rule 16b-3 and (ii) prevent benefits under the
Plan from constituting "applicable employee remuneration" within the
meaning of Section 162(m) of the Code.
11
(c) No Options or SARs may be granted under the Plan after September
26, 1999.
(d) Notwithstanding any other provision of the Plan, no Option or SAR
granted under the Plan on or after December 15, 1993 may be exercised
unless and until either (i) the amendment to the Plan adopted by the Board
on December 15, 1993 which added Section 3(d) to this Plan is approved by
the Company's shareholders within twelve months of such adoption, or (ii)
if earlier, the Company receives an opinion of counsel or other evidence
satisfactory to it that such shareholder approval is not required by the
Code in order to prevent benefits under the Plan from constituting
"applicable employee remuneration" within the meaning of Section 162(m) of
the Code.
(e) The approval by shareholders described in this Section shall
consist of the approving vote of the holders of a majority of the
outstanding shares of Stock present (in person or by proxy) at a meeting of
the shareholders at which a quorum is present, unless a greater vote is
required by the Company's charter or by-laws or by applicable law.
Section 14. Additional Payments.
The Committee may grant an Optionee the right to receive additional
compensation in cash or other property (in addition to any cash or other
property payable under the terms of the Option or SAR itself) upon an
Option or SAR becoming exercisable or being exercised provided that (i) in
the case of an ISO such compensation is includible in income under Sections
61 and 83 of the Code at the time of such exercise and (ii) no such right
may be granted in connection with any SAR or Limited Right which is an
alternative to an ISO.
Section 15. Miscellaneous.
(a) Each provision of the Plan and each Option Agreement relating to
an ISO shall be construed so that each ISO shall be an incentive stock
option as defined in Section 422 of the Code or any statutory provision
that may replace Section 422, and any provisions thereof which cannot be so
construed shall be disregarded. Except as provided in Section 9, no
discretion granted or allowed to the Committee under the Plan shall apply
to an ISO after its grant except to the extent the Option Agreement with
respect to the ISO grant shall so provide.
(b) Without amending the Plan, Options and SARs may be granted to
Eligible Employees who are foreign nationals or who are employed outside
the United States or both, on such terms and conditions different from
those specified in the Plan as may, in the judgment of the Committee, be
necessary or desirable to further the purposes of the Plan. Such different
terms and conditions may be reflected in Addenda to the Plan. However, in
the case of an ISO, no such different terms or conditions shall be employed
if such term or condition constitutes, or in effect results in, an increase
in the aggregate number of shares which may be issued under the Plan or a
change in the definition of Eligible Employee.
(c) Notwithstanding any other provision in the Plan, the Committee
shall not act with respect to any Reporting Person in a manner which would
contravene any requirement of Rule 16b-3 as in effect at the time of such
action.
(d) Amendments to this Plan which were adopted by the Board on
December 15, 1993 shall not apply to Options granted prior to that date
except for (i) the definition of "Required Withholding Tax" now contained
in Section 2(w) and (ii) the amendment adding the express authority for
beneficiary designations which is contained in Section 5(e).
12<PAGE>
Exhibit 5.1
April 28, 1994
Anheuser-Busch Companies, Inc.
One Busch Place
St. Louis, Missouri 63118
Re: Registration Statement on Form S-8 Relating to Shares of Common
Stock, Par Value $1.00 Per Share, To Be Issued Pursuant to the
Anheuser-Busch Companies, Inc. 1989 Incentive Stock Plan
Ladies and Gentlemen:
Anheuser-Busch Companies, Inc. (the "Company") proposes to file with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, a Registration Statement on Form S-8, concerning 10,000,000
additional shares of common stock, par value $1.00 per share (the
"Shares"), which are proposed to be sold to certain employees of the
Company and certain of its subsidiaries pursuant to the Anheuser-Busch
Companies, Inc. 1989 Incentive Stock Plan (the "Plan"). The Shares will be
offered pursuant to the common Section 10(a) Prospectus to be used in
connection with said proposed Registration Statement and the prior
Registration Statement effective for the Plan, Registration No. 33-36132.
In connection with the proposed registration, we have examined
corporate records of the Company and such other documents and materials as
we have considered relevant to the matters set forth below, and we have
made such investigation of matters of law and fact as we have considered
appropriate. Based on the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware, and has the
authority to issue the Shares pursuant to the Plan.
2. The Shares, when issued or sold pursuant to the provisions, terms,
and conditions of the Plan, will be legally issued, fully paid, and
non-assessable shares of common stock of the Company.
We consent to the filing of this opinion as an exhibit to the
aforesaid proposed Registration Statement, and we consent to the use of our
name in such proposed Registration Statement.
Very truly yours,
THE STOLAR PARTNERSHIP
By: JOHN A. NIEMOELLER
John A. Niemoeller
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 7, 1994,
which appears on page 41 of the 1993 Annual Report to Shareholders of
Anheuser-Busch Companies, Inc., which is incorporated by reference in
Anheuser-Busch Companies, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1993. We also consent to the incorporation by reference
of our report on the Financial Statement Schedules, which appears on page
15 of such Annual Report on Form 10-K.
PRICE WATERHOUSE
PRICE WATERHOUSE
St. Louis, Missouri
April 28, 1994
<PAGE>
ANHEUSER-BUSCH COMPANIES, INC.
POWER OF ATTORNEY
Each of the undersigned directors and officers of Anheuser-Busch
Companies, Inc., a Delaware corporation (the "Company"), hereby appoints
August A. Busch III, Chairman of the Board and President, Jerry E. Ritter,
Executive Vice President - Chief Financial and Administrative Officer, and
JoBeth G. Brown, Vice President and Corporate Secretary, and each of them
or their successors in such offices acting singly, the true and lawful
agents and attorneys of the undersigned, with full power of substitution,
to do all things and to execute all instruments which any of them may deem
necessary or advisable to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with
the registration under said Act on Form S-8 of the previously registered
shares of common stock remaining unissued under the Company's 1989
Incentive Stock Plan (Registration No. 33-36132), and in connection with
the proposed registration under said Act on Form S-8 of 10 million
additional shares of common stock authorized to be issued under such Plan;
this authorization to include the authority to sign the name of each of the
undersigned in the capacities indicated below to the said proposed
Registration Statement to be filed with the Securities and Exchange
Commission in respect of said 10 million additional shares, and to any
amendments to said proposed Registration Statement or Registration
Statement No. 33-36132 after this date.
IN WITNESS WHEREOF, each of the undersigned has executed a copy of
this Power of Attorney as of March 23, 1994.
AUGUST A. BUSCH III
August A. Busch III
Chairman of the Board
and President and Director
(Principal Executive Officer)
JERRY E. RITTER
Jerry E. Ritter
Executive Vice President - Chief
Financial and Administrative Officer
(Principal Financial Officer)
GERALD C. THAYER
Gerald C. Thayer
Vice President and Controller
(Principal Accounting Officer)
PABLO ARAMBURUZABALA O.
Pablo Aramburuzabala O.
Director
RICHARD T. BAKER
Richard T. Baker
Director
<PAGE>
ANDREW B. CRAIG III
Andrew B. Craig III
Director
BERNARD A. EDISON
Bernard A. Edison
Director
PETER M. FLANIGAN
Peter M. Flanigan
Director
JOHN E. JACOB
John E. Jacob
Director
CHARLES F. KNIGHT
Charles F. Knight
Director
VERNON R. LOUCKS, JR.
Vernon R. Loucks, Jr.
Director
VILMA S. MARTINEZ
Vilma S. Martinez
Director
SYBIL C. MOBLEY
Sybil C. Mobley
Director
JAMES B. ORTHWEIN
James B. Orthwein
Director
DOUGLAS A. WARNER III
Douglas A. Warner III
Director
WILLIAM H. WEBSTER
William H. Webster
Director
EDWARD E. WHITACRE, JR.
Edward E. Whitacre, Jr.
Director
<PAGE>
