<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Anheuser-Busch Companies, Inc.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Anheuser-Busch Companies, Inc.
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii)/, 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:<F1>
- -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------------------
- -------------------
[FN]
<F1> Set forth the amount on which the filing fee is calculated and state how
it was determined.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing.
(1) Amount previously paid:
- -------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- -------------------------------------------------------------------------------
(3) Filing party:
- -------------------------------------------------------------------------------
(4) Date filed:
- -------------------------------------------------------------------------------
<PAGE> 2
ANHEUSER-BUSCH COMPANIES, INC.
NOTICE OF 1995
ANNUAL MEETING OF
SHAREHOLDERS AND
PROXY STATEMENT
YOUR VOTE IS IMPORTANT!
PLEASE PROMPTLY MARK, DATE, SIGN, AND RETURN YOUR PROXY IN THE ENCLOSED
ENVELOPE.
<PAGE> 3
ANHEUSER-BUSCH COMPANIES, INC.
March 10, 1995
Dear Shareholder:
On behalf of the Board of Directors, it is my pleasure to invite you
to attend the Annual Meeting of Shareholders of Anheuser-Busch
Companies, Inc. on Wednesday, April 26, 1995, in Williamsburg,
Virginia. Information about the meeting is presented on the following
pages.
In addition to the formal items of business to be brought before the
meeting, members of management will report on the company's operations
and answer shareholder questions.
Your vote is very important. Please ensure that your shares will be
represented at the meeting by completing, signing, and returning your
proxy card in the envelope provided, even if you plan to attend the
meeting. Sending us your proxy will not prevent you from voting in
person at the meeting should you wish to do so.
Thank you for your continued support of Anheuser-Busch. We look
forward to seeing you on April 26th.
Sincerely,
/s/ AUGUST A. BUSCH III
AUGUST A. BUSCH III
Chairman of the Board and President
<PAGE> 4
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 1995
The Annual Meeting of the Shareholders of Anheuser-Busch Companies,
Inc. (the "Company") will be held at the Williamsburg Marriott, 50
Kingsmill Road, Williamsburg, Virginia, on Wednesday, April 26, 1995,
at 10:00 A.M. local time, for the following purposes:
1. To elect five directors, each to serve for a term of three years;
2. To approve the Officer Bonus Plan as described on pages 8-10 in
the proxy statement;
3. To approve the employment of Price Waterhouse LLP, as independent
accountants, to audit the books and accounts of the Company for
1995;
4. To consider, if presented at the meeting, proposals submitted by
certain shareholders as described on pages 11-13 in the proxy
statement; and
5. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on February
28, 1995, as the record date for the determination of shareholders
entitled to notice of and to vote at the meeting. A list of such
shareholders will be available during regular business hours at the
Company's office, 7801 Pocahontas Trail, Williamsburg, Virginia for the
ten days before the meeting, for inspection by any shareholder for any
purpose germane to the meeting.
By Order of the Board of Directors,
/s/ JoBeth G. Brown
JoBeth G. Brown
Vice President and Secretary
March 10, 1995
IMPORTANT
PLEASE NOTE THAT A TICKET IS REQUIRED FOR ADMISSION TO THE MEETING.
IF YOU PLAN TO ATTEND AND YOU ARE A STOCKHOLDER AS OF THE RECORD DATE,
PLEASE CHECK THE APPROPRIATE BOX ON YOUR PROXY CARD AND BRING THE
ADMISSION TICKET YOU RECEIVED IN YOUR PROXY MAILING WITH YOU TO THE
MEETING. IF, HOWEVER, YOUR SHARES ARE HELD IN THE NAME OF A BROKER OR
OTHER NOMINEE, PLEASE BRING WITH YOU A PROXY OR LETTER FROM THAT FIRM
CONFIRMING YOUR OWNERSHIP OF SHARES.
<PAGE> 5
ANHEUSER-BUSCH COMPANIES, INC.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Anheuser-Busch Companies, Inc.
(the "Company") for use at the Annual Meeting of Shareholders of the
Company to be held at the time and place and for the purposes set forth
in the foregoing Notice of Annual Meeting of Shareholders. The address
of the Company's principal executive office is One Busch Place, St.
Louis, Missouri 63118. This Proxy Statement and the form of proxy are
being mailed to shareholders on or about March 10, 1995.
REVOCABILITY OF PROXY AND VOTING OF PROXY
A proxy given by a shareholder may be revoked at any time before it
is exercised by giving another proxy bearing a later date, by notifying
the Secretary of the Company in writing of such revocation at any time
before the proxy is exercised, or by attending the meeting in person
and casting a ballot. Any proxy returned to the Company will be voted
in accordance with the instructions indicated thereon. If no
instructions are indicated on the proxy, the proxy will be voted for
the election of the five nominees for directors named herein and in
favor of Items 2 and 3, and against the shareholder proposals included
in Item 4 described in the Notice of Annual Meeting. The Company knows
of no reason why any of the nominees named herein would be unable to
serve. In the event, however, that any nominee named should, prior to
the election, become unable to serve as a director, the proxy will be
voted in accordance with the best judgment of the Proxy Committee named
therein. The Board of Directors knows of no matters, other than as
described herein, that are to be presented at the meeting, but if
matters other than those herein mentioned properly come before the
meeting, the proxy will be voted by that Committee in a manner that the
members of the Committee (in their judgment) consider to be in the best
interests of the Company.
POLICY OF CONFIDENTIAL VOTING
It is the policy of the Company that all proxies, ballots, and vote
tabulations that identify the vote of a shareholder will be kept
confidential from the Company, its directors, officers, and employees
until after the final vote is tabulated and announced, except in
limited circumstances including any contested solicitation of proxies,
when required to meet a legal requirement, to defend a claim against
the Company or to assert a claim by the Company, and when written
comments by a shareholder appear on a proxy card or other voting
material. The Company continues its long-standing practice of retaining
an independent tabulator to receive and tabulate the proxies and
independent inspectors of election to certify the results.
RECORD DATE AND VOTING RIGHTS
Only shareholders of record at the close of business on February 28,
1995, are entitled to vote at the meeting. On such record date the
Company had outstanding and entitled to vote 256,835,162 shares of
common stock. Each shareholder entitled to vote shall have one vote for
each share of common stock registered in such shareholder's name on the
books of the Company as of the record date.
A majority of the outstanding shares entitled to vote must be
represented in person or by proxy at the meeting in order to conduct
the election of directors and other matters mentioned in this Proxy
Statement. If such a majority is represented at the meeting, then the
five nominees for director who receive the highest number of the votes
cast will be elected. The other matters require the approving vote of
at least a majority of the votes cast. Proxies for shares marked
"abstain" on a matter will be considered to be represented at the
meeting, but not voted, for these purposes. Shares registered in the
names of brokers or other "street name" nominees for which proxies are
voted on some but not all matters will be considered to be represented
at the meeting, but will be considered to be voted only as to those
matters actually voted.
The only person known by the Company to be the beneficial owner of
more than 5% of the outstanding voting securities of the Company is:
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
COMMON SHARES CLASS
NAME AND ADDRESS AS OF 12/31/94 ON 12/31/94
---------------- -------------- -----------
<S> <C> <C>
Boatmen's Bancshares, Inc. and its subsidiaries 17,227,660<Fa> 6.7%
100 N. Broadway
St. Louis, MO 63102
<FN>
- -----
<Fa> Boatmen's Bancshares, Inc. and its subsidiaries have sole voting
power as to 9,489,991 shares, shared voting power as to 7,517,803
shares, sole investment power as to 4,185,914 shares, and shared
investment power as to 8,059,246 shares.
</TABLE>
2
<PAGE> 6
ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)
The Board of Directors of the Company is divided into three Groups,
with the term of office of each Group ending in successive years. The
term of directors of Group I expires with this Annual Meeting. The
terms of directors of Group II and Group III expire with the Annual
Meetings in 1996 and 1997, respectively.
The following information is submitted respecting the nominees for
election and the other directors of the Company:
NOMINEES FOR ELECTION AT THIS MEETING TO A TERM EXPIRING IN 1998 (GROUP
I DIRECTORS):
PABLO ARAMBURUZABALA O.
[PHOTO OF Mr. Aramburuzabala, 63, has been a director since July
MR. ARAM- 1993. He is Vice President of the Board of Directors of
BURUZABALA] Grupo Modelo, S.A. de C.V., a Mexican company engaged
in brewing and related operations, which position he
has held since November 1991. During the last five
years he has also served and continues to serve as Vice
President of the Board of the major production
subsidiaries of Grupo Modelo. Mr. Aramburuzabala is a
member of the Pension Committee.
AUGUST A. BUSCH III
[PHOTO OF Mr. Busch, 57, has been a director since 1963. He is
MR. BUSCH] Chairman of the Board and President of the Company. He
has been President since 1974, Chief Executive Officer
since 1975, and Chairman since 1977. He is also a
director of Emerson Electric Co., General American Life
Insurance Co., and SBC Communications, Inc. Mr. Busch
is Chairman of the Executive Committee and is a member
of the Nominating Committee.
PETER M. FLANIGAN
[PHOTO OF Mr. Flanigan, 71, has been a director since 1978. He is
MR. FLANIGAN] a Director of the investment banking firm of Dillon,
Read & Co. Inc., where he was a Managing Director from
1975-1992. Mr. Flanigan is a member of the Executive,
Finance, Nominating, and Pension Committees.
ANDREW C. TAYLOR
[PHOTO OF Mr. Taylor, 47, is a nominee for director. He is
MR. TAYLOR] President and Chief Executive Officer of Enterprise
Rent-A-Car Company ("Enterprise"), which position he
has held since 1991. He was President and Chief
Operating Officer of Enterprise from 1980-1991. He is
also a director of Commerce Bancshares, Inc. and
General American Life Insurance Co.
DOUGLAS A. WARNER III
[PHOTO OF Mr. Warner, 48, has been a director since 1992. He has
MR. WARNER] been Chairman of the Board of J. P. Morgan & Co.
Incorporated ("Morgan") and Morgan Guaranty Trust
Company of New York (the "Bank") since January 1995 and
President of Morgan and the Bank since 1990. He is also
a director of General Electric Company. Mr. Warner is a
member of the Finance and Pension Committees.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THESE
NOMINEES.
3
<PAGE> 7
DIRECTORS WHOSE TERM CONTINUES UNTIL 1996 (GROUP II DIRECTORS):
JOHN E. JACOB
[PHOTO OF Mr. Jacob, 60, has been a director since 1990. He has
MR. JACOB] been Executive Vice President and Chief Communications
Officer of the Company since July 1994. He was
President and Chief Executive Officer of the National
Urban League, Inc., a community-based social service
and advocacy agency, from 1982-1994. He is also a
director of Coca-Cola Enterprises, Inc., Continental
Corporation, and LTV Corporation. Mr. Jacob is a member
of the Finance and Shareholder Meetings Committees.
CHARLES F. KNIGHT
[PHOTO OF Mr. Knight, 59, has been a director since 1987. He has
MR. KNIGHT] been Chairman of the Board and Chief Executive Officer
of Emerson Electric Co., a manufacturer of electrical
and electronic equipment, since 1974. He is also a
director of The British Petroleum Company p.l.c., IBM
Corporation, and SBC Communications, Inc. Mr. Knight is
Chairman of the Conflict of Interest and Finance
Committees and is a member of the Executive and
Nominating Committees.
SYBIL C. MOBLEY
[PHOTO OF Dr. Mobley, 69, has been a director since 1981. She has
DR. MOBLEY] been Dean of the School of Business and Industry at
Florida A & M University since 1974. She is also a
director of Champion International Corporation, Dean
Witter, Discover & Co., Hershey Foods Corporation,
Sears, Roebuck & Co., and SBC Communications, Inc.
Dr. Mobley is a member of the Audit, Conflict of
Interest, and Pension Committees.
JAMES B. ORTHWEIN
[PHOTO OF Mr. Orthwein, 70, has been a director since 1963. He
MR. ORTHWEIN] served as Chairman of the Board and Chief Executive
Officer of the advertising agency D'Arcy MacManus
Masius Worldwide, Inc. (now D'Arcy Masius Benton &
Bowles) from 1976 until his retirement in 1982. In 1983
he helped form Huntleigh Asset Partners, L.P., a
private investment partnership of which he is presently
a partner. Mr. Orthwein is Chairman of the Shareholder
Meetings Committee and is a member of the Nominating
Committee.
WILLIAM H. WEBSTER
[PHOTO OF Judge Webster, 71, has been a director since 1991. He
JUDGE WEBSTER] has been a partner in the law firm of Milbank, Tweed,
Hadley & McCloy since September 1991. He was Director
of Central Intelligence from 1987 until September 1991
and Director of the Federal Bureau of Investigation
from 1978 until 1987. He is also a director of Maritz,
Inc. and Pinkerton Security & Investigation Services,
Inc. Judge Webster is a member of the Audit and
Conflict of Interest Committees.
4
<PAGE> 8
DIRECTORS WHOSE TERM CONTINUES UNTIL 1997 (GROUP III DIRECTORS):
ANDREW B. CRAIG III
[PHOTO OF Mr. Craig, 63, has been a director since 1990. He is
MR. CRAIG] Chairman of the Board and Chief Executive Officer of
Boatmen's Bancshares, Inc. He has been Chairman since
1989 and Chief Executive Officer since 1988. He was
Chairman of the Board of Boatmen's National Bank of
St. Louis from 1985 until January 1992. He is also a
director of Laclede Gas Company and Petrolite
Corporation. Mr. Craig is a member of the Conflict of
Interest, Executive, Executive Salaries, and Incentive
Stock Plan Committees.
BERNARD A. EDISON
[PHOTO OF Mr. Edison, 66, has been a director since 1985. He was
MR. EDISON] President of Edison Brothers Stores, Inc., a group of
retail specialty stores, from 1968 until his retirement
in 1987, Chairman of its Finance Committee from 1987
until 1989, and has served as Director Emeritus since
1989. He is also a director of General American Life
Insurance Co., Mercantile Bancorporation, Inc., and
Reinsurance Group of America, Inc. Mr. Edison is
Chairman of the Executive Salaries and Incentive Stock
Plan Committees and is a member of the Audit,
Executive, and Shareholder Meetings Committees.
VERNON R. LOUCKS, JR.
[PHOTO OF Mr. Loucks, 60, has been a director since 1988. He is
MR. LOUCKS] Chairman of the Board and Chief Executive Officer of
Baxter International Inc., a manufacturer of health
care products, specialty chemicals, and instruments. He
has been Chairman since 1987 and Chief Executive
Officer since 1980. He is also a director of Dun &
Bradstreet Corporation, Emerson Electric Co., and The
Quaker Oats Company. Mr. Loucks is a member of the
Audit, Conflict of Interest, Executive Salaries,
Nominating, and Incentive Stock Plan Committees.
VILMA S. MARTINEZ
[PHOTO OF Ms. Martinez, 51, has been a director since 1983. She
MS. MARTINEZ] has been a partner in the law firm of Munger, Tolles &
Olson since 1982. She is also a director of Fluor
Corporation and Sanwa Bank California. Ms. Martinez is
a member of the Executive Salaries, Finance, Pension,
and Incentive Stock Plan Committees.
EDWARD E. WHITACRE, JR.
[PHOTO OF Mr. Whitacre, 53, has been a director since 1988. He
MR. WHITACRE] has been Chairman of the Board and Chief Executive
Officer of SBC Communications, Inc. (formerly
Southwestern Bell Corporation) since 1990. He is also a
director of Burlington Northern, Inc., Emerson Electric
Co., and The May Department Stores Company. Mr.
Whitacre is Chairman of the Pension Committee and is a
member of the Audit, Executive, Finance, and Nominating
Committees.
5
<PAGE> 9
<TABLE>
SECURITIES OWNED BY MANAGEMENT
The following table shows the number of shares of the Company's
common stock and the Deferred Units with a value tied to the common
stock that are beneficially owned by the directors, each of the
executives named in the summary compensation table, and by all
directors and executive officers as a group as of the most recent
practicable date. The number of shares shown for each individual
represents less than 1% of the common stock outstanding. The number of
shares shown for all directors and executive officers as a group
represents 2.1% of the common stock outstanding. Individuals have sole
voting and investment power over the stock unless otherwise indicated
in the footnotes.
<CAPTION>
NUMBER OF
SHARES OF
COMMON STOCK DEFERRED
NAME BENEFICIALLY OWNED UNITS<F1>
---- ------------------ ---------
<S> <C> <C>
Pablo Aramburuzabala O........................................................... 1,100 -
Barry H. Beracha................................................................. 183,411<F2> -
August A. Busch III.............................................................. 1,623,301<F3> -
Andrew B. Craig III.............................................................. 2,000 -
Bernard A. Edison................................................................ 0<F4> 15,112
Peter M. Flanigan................................................................ 645,696<F5> -
John E. Jacob.................................................................... 125 2,418
Charles F. Knight................................................................ 8,000 8,486
Vernon R. Loucks, Jr............................................................. 1,000 -
Vilma S. Martinez................................................................ 120 1,835
Sybil C. Mobley.................................................................. 723 -
James B. Orthwein................................................................ 1,301,704<F6> -
John H. Purnell.................................................................. 191,477<F7> -
Jerry E. Ritter.................................................................. 320,008<F8> -
Patrick T. Stokes................................................................ 360,700<F9> -
Andrew C. Taylor................................................................. 2,000 -
Douglas A. Warner III............................................................ 1,000 -
William H. Webster............................................................... 1,000<F10> -
Edward E. Whitacre, Jr........................................................... 1,000 -
All directors and executive officers as a group (28 persons)..................... 5,547,018<F11> -
<FN>
- -----
<F1> Deferred Units represent director fees deferred to the
individual's share equivalent account under the Company's deferred
compensation plan for non-employee directors. The value of the
Units at the time of distribution will be equal to the market
value of the equivalent number of shares of the Company's common
stock and will be paid in cash. No voting rights are associated
with Deferred Units.
<F2> The number of shares includes 123,492 shares that are subject to
currently exercisable stock options.
<F3> The number of shares includes 416,286 shares that are subject to
currently exercisable stock options. Of the shares shown, Mr.
Busch has shared voting and shared investment power as to 264,959
shares and 512,016 shares are held in trusts of which Mr. Busch is
income beneficiary and as to which he has certain rights, but as
to which he has no voting or investment power. 49,923 shares
beneficially owned by Mr. Busch's wife are not included.
<F4> Following the acquisition in 1989 by Edison Brothers Stores, Inc.
of an indirect interest in a retail liquor license, Mr. Edison
sold all shares of Company common stock owned by him to avoid any
possible conflicts with state alcoholic beverage control laws.
<F5> Of the shares shown, Mr. Flanigan has shared voting and shared
investment power as to 492,900 shares. 12,000 shares owned by Mr.
Flanigan's wife are not included.
<F6> Of the shares shown, Mr. Orthwein has shared voting and shared
investment power as to 165,668 shares.
<F7> The number of shares includes 163,492 shares that are subject to
currently exercisable stock options. 15,000 shares owned by Mr.
Purnell's wife are not included.
<F8> The number of shares includes 261,205 shares that are subject to
currently exercisable stock options. 10,000 shares owned by Mr.
Ritter's wife are not included.
<F9> The number of shares includes 256,985 shares that are subject to
currently exercisable stock options.
<F10> Judge Webster has shared voting and shared investment power with
respect to the shares shown.
<F11> The number of shares stated includes 1,833,965 shares that are
subject to currently exercisable stock options or options that
become exercisable within 60 days and 512,016 shares that are
referred to in Note 3. The directors and executive officers as a
group have sole voting and sole investment power as to 2,276,510
shares and shared voting and shared investment power as to 924,527
shares. 112,877 shares held by immediate family members or family
trusts are not included and beneficial ownership of such shares is
disclaimed.
</TABLE>
6
<PAGE> 10
ADDITIONAL INFORMATION CONCERNING THE BOARD
OF DIRECTORS OF THE COMPANY
Regular meetings of the Board of Directors of the Company are
normally held each month, although one or two of such meetings may be
dispensed with during a calendar year. During 1994 the Board of
Directors held 10 meetings. No director attended fewer than 75% of the
aggregate of the total number of meetings of the Board of Directors and
of committees of the Board on which he or she served. In addition to
regularly scheduled meetings, a number of directors were involved in
numerous informal meetings with management, offering valuable advice
and suggestions on a broad range of corporate matters.
Each director who is not an employee of the Company is paid an annual
fee of $35,000 and a fee of $1,200 for each Board of Directors meeting
attended or dispensed with. In addition, each such director is paid a
fee of $1,000 for attendance at a meeting of a committee of the Board
and for any other meeting of directors at which less than a quorum of
the Board is present. Annual fees of $10,000 each are paid to the
Chairmen of the Audit, Conflict of Interest, Executive Salaries,
Finance, and Pension Committees. The Chairmen of the Nominating and
Shareholder Meetings Committees are each paid an annual fee of $3,000.
The Company also provides each non-employee director group term life
insurance coverage of $50,000.
Under a deferred compensation plan, non-employee directors may elect
to defer payment of part or all of their directors' fees. At the
election of the director, deferred amounts are credited to a fixed
income account or a share equivalent account. The amounts deferred
under the plan are paid in cash commencing on the date specified by the
director. At the director's election, such payments may be made either
in a lump sum or over a period not to exceed ten years.
A retirement plan for non-employee directors provides a monthly
retirement benefit for life for (a) non-employee directors who have
served for at least five years and who retire in accordance with the
Board's retirement policy and (b) non-employee directors who, without
regard to length of service, retire because of disability. The amount
of such monthly benefit is one-twelfth of the annual fee for directors
in effect on the director's retirement date. Any non-employee director
receiving benefits under this plan will continue to receive life
insurance coverage in an amount equal to that in effect as of the time
of his or her retirement. No individual who has been an employee of the
Company, and who is entitled to any benefit under any pension plan for
employees sponsored by the Company or any of its subsidiaries, is
eligible for benefits under this plan, regardless of the individual's
prior or subsequent service as a non-employee director. A non-employee
director who serves as an advisory member of the Board following
retirement is not eligible for benefits under this program until he or
she ceases to be an advisory member.
Information concerning certain standing committees of the Board of
Directors is set out below:
AUDIT COMMITTEE
The functions of the Audit Committee are to recommend to the Board of
Directors the selection, retention or termination of the Company's
independent accountants; determine through consultation with management
the appropriateness of the scope of the various professional services
provided by the independent accountants, and consider the possible
effect of the performance of such services on the independence of the
accountants; review the arrangements and the proposed overall scope of
the annual audit with management and the independent accountants;
discuss matters of concern to the Audit Committee with the independent
accountants and management relating to the annual financial statements
and results of the audit; obtain from management, the independent
accountants and the Director of Internal Auditing their separate
opinions as to the adequacy of the Company's system of internal
accounting control; review with management and the independent
accountants the recommendations made by the accountants with respect to
changes in accounting procedures and internal accounting control;
receive reports from the Business Practices Committee regarding
implementation of and compliance with the Company's business ethics
policy and discuss with management any concerns the Audit Committee may
have with regard to the Company's business
7
<PAGE> 11
practices; receive reports from the Environmental Policy Committee
regarding implementation of and compliance with the Company's
environmental policy and discuss with management any concerns the Audit
Committee may have with regard to the Company's environmental
practices; hold regularly scheduled meetings, separately and jointly,
with representatives of management, the independent accountants, and
the Director of Internal Auditing to make inquiries into and discuss
their activities; and review the overall activities of the Company's
internal auditors. During 1994 the Committee held four meetings.
NOMINATING COMMITTEE
The function of the Nominating Committee is to recommend to the Board
of Directors a slate of nominees for directors to be presented on
behalf of the Board for election by shareholders at each Annual Meeting
of the Company and to recommend to the Board persons to fill vacancies
on the Board of Directors. The Committee will consider nominees
recommended by shareholders upon submission in writing to the Secretary
of the Company the names of such nominees, together with their
qualifications for service as a director of the Company. The Committee
met in December 1993 and in February 1995; no meetings were held in
1994.
EXECUTIVE SALARIES COMMITTEE
The function of the Executive Salaries Committee is to consider and
make recommendations to the Board of Directors as to salaries and other
compensation to be paid to the executive officers of the Company and to
other officers and upper-management employees of the Company and its
subsidiaries. During 1994 the Committee held three meetings. The
Committee's report on 1994 executive compensation is on pages 14-16.
August A. Busch III and James B. Orthwein are first cousins. See
"Other Transactions Involving Directors, Officers, or Their
Associates," pages 20-22, for additional information concerning certain
of the directors.
APPROVAL OF THE ANHEUSER-BUSCH OFFICER BONUS PLAN
(ITEM 2 ON PROXY CARD)
The second item to be acted upon at the meeting is a proposal to
approve the Anheuser-Busch Officer Bonus Plan (the "Bonus Plan"). A
copy of the Bonus Plan is attached to this Proxy Statement as
Exhibit A.
On October 26, 1994, the Board of Directors adopted the Bonus Plan
and directed that it be submitted to the shareholders for approval at
the meeting. The Board believes that it is important to the success of
the Company that the Company have the ability to attract and retain
outstanding management personnel, and that such personnel be properly
motivated, through appropriate financial incentives and rewards, to put
forth their best efforts on behalf of the Company and its shareholders.
The Board believes that the Bonus Plan, as part of a coordinated
incentive compensation package, enhances that ability.
PURPOSES OF THE BONUS PLAN
In past years, the Company has paid annual cash bonuses to top
executives who have contributed significantly to its financial success,
including the executive officers named in the proxy statement's Summary
Compensation Table for that year ("Covered Employees"). Such bonuses
have been awarded for each year by the Board's Executive Salaries
Committee based upon its assessment at the end of that year of several
factors, including overall Company performance for the year, individual
performance, the compensation practices of competitors, and the
relationship of total executive compensation to certain target levels.
The purpose of the Bonus Plan is to continue the granting of annual
bonuses to top executives. The adoption of a written Plan at this time
and the inclusion in the Bonus Plan of certain provisions are intended
to ensure that all bonuses paid to Covered Employees under the Plan
qualify as
8
<PAGE> 12
performance-based compensation under Section 162(m) of the Internal
Revenue Code (enacted in 1993), thereby ensuring that the Company will
not be prevented from deducting bonuses payable under the Bonus Plan.
SUMMARY DESCRIPTION OF THE BONUS PLAN
The following is a description of the major provisions of the Bonus
Plan:
Administration by Committee. The Bonus Plan must be administered by a
committee comprised solely of two or more outside directors of the
Company. (The committee is referred to herein as the "Committee.") The
Executive Salaries Committee is presently serving as the Committee for
the Bonus Plan.
Bonus and Award Programs. The Bonus Plan authorizes the Committee to
establish programs ("Bonus Programs") which allow payment of cash
bonuses ("Bonuses") to Participants based on pre-established minimum
performance goal(s) for designated Performance Periods (as defined in
the Bonus Plan).
Eligibility and Participation. All officers of the Company and of its
affiliates ("Eligible Employees") are eligible to participate in the
Bonus Plan; approximately 100 individuals meet this requirement. For
each Bonus Program, the Committee will designate as Participants in the
Program one or more Eligible Employees; the Committee will also
designate those Participants who are or may become Covered Employees
for the applicable Performance Period.
Performance Periods. Each Bonus Program will apply with respect to a
designated Performance Period, which will be a fiscal year of the
Company or such shorter period as the Committee may determine. Each
Bonus Program must be established in writing prior to the expiration of
any prescribed time period for the pre-establishment of performance
goals under Section 162(m) of the Code.
Performance Criteria and Goals. The Committee will establish one or
more objective, pre-established minimum performance goals (which may be
Company-wide or specific to an affiliate, division, product and/or
geographic area) for each Bonus Program. Minimum performance goals must
be based on one or more of the following criteria: sales, earnings,
earnings per share, return on equity, return on assets, cash flow,
market share, stock price, costs and productivity. No Covered Employee
will receive any Bonus if the relevant minimum performance goal is not
met.
Amounts of Bonuses. For each Bonus Program, the Committee must
establish one or more formulas or standards for determining the amounts
of Bonuses which may be paid to Participants. The Bonus paid to any
Covered Employee for any year cannot exceed $3 million. The Committee
has the discretion to establish the amount of any Bonus payable to any
Participant other than a Covered Employee. The Committee may only
reduce and may not increase the amounts payable to Covered Employees
below the formula or standard amount to reflect individual performance
and/or unanticipated factors (in either case, "Committee Discretion").
Amendment and Termination. The Board may amend the Bonus Plan from
time to time. However, no amendments may be made to the Bonus Plan
which would change the class of employees eligible to receive Bonuses,
the performance criteria upon which minimum performance goals may be
based, or the maximum amount of Bonuses which may be paid to a Covered
Employee in a year, without shareholder approval. The Committee may
amend the Bonus Plan in any way if the Committee determines that such
amendment may be made without shareholder approval and without
jeopardizing qualification of Bonuses to Covered Employees as
performance-based compensation under Section 162(m) of the Code.
Acceleration Events. Upon a Change in Control of the Company (as
defined in the Bonus Plan), all Bonuses would become immediately
payable in cash, with any uncompleted Performance Period deemed ended
and appropriate adjustments made to minimum performance goals and
formulas to reflect the shortening of such Performance Period. The
Committee would not be permitted to exercise Committee Discretion to
reduce the amounts of Bonuses payable to any Participant and could make
no amendments adverse to any Participant without that Participant's
consent.
9
<PAGE> 13
Federal Income Tax Consequences. Each Participant in the Bonus Plan
will realize ordinary income equal to the amount of any Bonuses
received in the year of payment, and, with the possible exception of
Bonuses paid upon a Change in Control, the Company will receive a
deduction for the amount constituting ordinary income to all
Participants in the Bonus Plan.
THE 1995 BONUS PROGRAM
On February 22, 1995, the Committee established the 1995 Executive
Officer Bonus Program (the "1995 Bonus Program") under the Bonus Plan.
The Committee designated 1995 as the Performance Period and designated
as Participants certain key employees of Anheuser-Busch Companies, Inc.
and Anheuser-Busch, Incorporated, including the executive officers
listed on the Summary Compensation Table on page 17. The 1995 Bonus
Program establishes a minimum performance goal, a bonus pool and a
bonus formula, each of which is based on pre-tax earnings for 1995.
Bonuses will be paid to Covered Employees under the 1995 Bonus Program
only if the shareholders approve the Bonus Plan.
<TABLE>
ESTIMATE OF BENEFITS
The amounts that will be awarded to Participants under the Bonus Plan
are not currently determinable. However, because the Bonus Plan
essentially continues the past practices of the Company in regard to
bonus payments, the amounts of Bonuses that would have been paid for
1994 if the Bonus Plan had been in effect would have been the same as
those actually paid in 1994 as shown below:
<CAPTION>
NAME AMOUNT OF PAYMENT
---- -----------------
<S> <C>
A. A. Busch III........................................................................ $1,232,000
J. E. Ritter........................................................................... 568,000
P. T. Stokes........................................................................... 500,000
B. H. Beracha.......................................................................... 228,000
J. H. Purnell.......................................................................... 265,000
All Executive Officers (including the persons named above)............................. 4,076,000
All Non-Employee Directors............................................................. 0
All Non-Executive Officer Employees.................................................... 2,728,800
</TABLE>
VOTE REQUIRED
The affirmative vote of a majority of the shares of common stock that
are actually voted (and have the power to vote) at the annual meeting
is required for approval of the Bonus Plan, as described in this proxy
statement. The Board recommends a vote FOR item 2.
APPROVAL OF INDEPENDENT ACCOUNTANTS
(ITEM 3 ON PROXY CARD)
Action will be taken with respect to the approval of independent
accountants for the Company for the year 1995. The Board of Directors
has, subject to such approval, selected Price Waterhouse LLP.
A representative of Price Waterhouse LLP will be present at the
meeting. Such representative will have an opportunity to make a
statement, if he or she so desires, and will be available to respond to
appropriate questions by shareholders.
The Board of Directors recommends a vote FOR the proposal to approve
the employment of Price Waterhouse LLP.
10
<PAGE> 14
SHAREHOLDER PROPOSALS
(ITEM 4 ON PROXY CARD)
SHAREHOLDER PROPOSAL NO. 1
PROPOSAL RELATING TO THE RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS
Howard H. Witsma, 665 S. Skinker Blvd. 11G, St. Louis, MO 63105, who
is the owner of more than $1,000 of common stock of the Company, has
advised the Company that he plans to introduce the following resolution
at the Annual Meeting.
To be adopted, this proposal, WHICH IS OPPOSED BY THE BOARD OF
DIRECTORS, would require the affirmative vote of the majority of the
votes cast.
-----------------
RESOLVED: (1) The shareholders do hereby request that the Board of
Directors take all necessary steps to abolish the pension system
established for "outside" directors, and (2) request that no further
pensions for outside directors be granted in the future nor increased,
if granted, without the direct and specific approval of the
shareholders assembled in Annual Meeting.
REASONS: The ladies and gentlemen of our Board have voted themselves
pensions without reference to we, the owners of the company. The
pensions are fully vested after five (5) years of service on the Board.
These ladies and gentlemen are otherwise employed, or retired with
pensions, and are being paid for their services at their place of
primary employment. Despite what management may say, these benefits are
not required in order to attract first class people to serve us as
directors. Your vote to eliminate this practice is requested. Last year
42,397,635 shares were cast in favor of this proposal.
-----------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS RESOLUTION.
The best interests of the Company and its shareholders are served by
having high caliber, talented, and experienced individuals serving as
outside directors. To attract and retain these highly sought-after
individuals, the Company must provide a competitive total compensation
package for its outside directors. Retirement benefits are a common
element of director compensation packages at large corporations. A 1994
survey of 100 major U.S. industrial corporations by Spencer Stuart, a
nationally known executive search consulting firm, found that 79% of
the companies surveyed have retirement plans for their outside
directors.
The Company has determined that paying a portion of the total
compensation in retirement benefits is appropriate. The retirement
plan, which is described on page 7, provides an incentive to join the
Board, to remain long enough to gain experience and knowledge of the
Company's business, and to remain available to provide advice after
retirement. Payment of retirement benefits also recognizes the ever
increasing time commitment, diligence, and risks associated with Board
service. FOR THESE REASONS, WE RECOMMEND A VOTE AGAINST THIS PROPOSAL.
SHAREHOLDER PROPOSAL NO. 2
PROPOSAL RELATING TO A REPORT ON BEER MARKETING
The Marin Institute, 24 Belvedere Street, San Rafael, California
94901, owner of 30 shares of common stock of the Company, and two
co-sponsors whose names, addresses, and shareholdings will be furnished
by the Company promptly upon receipt of any request therefor, have
advised the Company of their intention to introduce the following
resolution at the Annual Meeting.
To be adopted, this proposal, WHICH IS OPPOSED BY THE BOARD OF
DIRECTORS, would require the affirmative vote of the majority of the
votes cast.
-----------------
11
<PAGE> 15
Whereas:
Our Company has adopted The Brewing Industry Advertising Code
(revised in 1992), which prohibits advertising that encourages
drinking by underaged minors. Company spokespeople have repeatedly
stated that our Company does not market to underaged minors and
opposes sales to and consumption by underaged minors.
The Inspector General of the United States found that the Brewing
Industry Advertising Code is ineffective in preventing advertisements
that appeal to youth because the standards are vague, too narrow, and
unenforceable, criticisms that remain valid despite the Code's
revisions.
The Inspector General estimates that junior high and high school
students consume 1.1 billion cans of beer each year. Based on our
Company's market share, these students purchase more than 70 million
six-packs of our Company's beer, producing revenues of more than $200
million.
Our Company uses advertising techniques which research has shown are
especially attractive to youth, including the use of sexual appeals,
sports figures, and portrayals of risky activities.
Our Company has marketed its products by using stuffed animals,
Halloween images, cartoons, candy, toy bottles and other
paraphernalia attractive to young children.
Former Surgeon General Novello found that beer advertising "misleads
and unabashedly targets American youth" and called upon the industry
to voluntarily eliminate alcohol advertising that appeals to youth.
Recent, federally-funded research found that young children are
readily able to identify our Company's advertising slogans. Those
most familiar with the slogans were more likely to express an
intention to drink when they became teenagers.
A 1991 alcohol industry-funded poll found that 73% of the population
believes that alcohol advertising is a major contributor to underage
drinking, and a majority believe the alcohol industry is "on the
wrong track" in part because its advertisements "target the young."
Resolved:
The Shareholders request that Management prepare a report,
withholding competitive information and at reasonable cost, for the
Board and requesting shareholders by January 31, 1996, which includes
a complete statement regarding methodologies used, investigations,
and recommendations regarding the following:
* The degree to which, even if unintentional, the Company's
marketing practices reach and are noticed by underaged minors;
* An estimate of the amount and percentage of the Company's beer
sales that are consumed by underaged minors per year;
* Our Company's plan for monitoring its compliance with the Brewing
Industry Advertising Code;
* Our Company's proposal for amending the Brewing Industry
Advertising Code or for adopting more stringent standards for
itself in light of the findings and recommendations of the
Inspector General and Surgeon General Novello.
Supporting Statement
Beer is the alcoholic beverage of choice among underaged minors, and
alcohol-related motor vehicle crashes are the leading cause of death
and serious injury among this age group. Beer drinking among teenagers
is associated with suicide, sexual assaults, alcoholism, school
problems, trauma, and other problems, including increasing the risk of
other drug use. According to government-sponsored surveys, over 30% of
high school seniors are binge drinkers. If you believe our Company's
beer marketing should not appeal to underaged minors vote YES for this
resolution.
-----------------
12
<PAGE> 16
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS RESOLUTION.
Alcohol abuse and unlawful consumption among minors is of serious
concern to the men and women of Anheuser-Busch. For that reason, and
because Anheuser-Busch wants its products consumed responsibly by
adults, the Company has been the alcohol beverage industry leader in
efforts to promote personal responsibility among adults who drink, to
address drunk driving, and to fight illegal underage drinking.
Through its "Know When To Say When" campaign, the Company has
invested over $150 million in a comprehensive portfolio of programs to
address these issues, including national advertising to raise public
awareness of such efforts. Underway since 1982, these programs are
reviewed and updated annually to reflect the environment in which we
live and transact our business.
The Company works with its approximately 900 independently owned
distributors across the country to implement these programs, and with
parents, college groups, sports teams and people who sell and serve
beer, to fight alcohol abuse. The Company has also formed partnerships
with the California Highway Patrol, the Maryland Department of
Transportation, the Washington State Patrol, as well as the states of
Texas and Georgia, to deliver these messages. In addition, it has
worked with former U.S. Secretary of Education Dr. Terrel Bell, the
National School Boards Association and the American School Counselor
Association on educational programs. In addition to its own efforts,
the Company works on these issues with the Beer Institute, which is an
organization made up of the nation's brewers.
Further, your Board points out that marketing to minors is prohibited
by the Brewing Industry's Advertising Code ("BIA Code"), the Company's
College Marketing Guidelines, federal and state laws and network
advertising standards and practices, to all of which the Company
subscribes.
The Company strongly disagrees with the assertions made by the
Proponent. With respect to the specific issues the Proponents seek to
have addressed in a management report, the Company knows of no feasible
way to determine the "degree" to which its advertising is noticed by
underage minors; however, the Company primarily airs its advertising on
adult programming. The Company also notes that there is wide-spread
agreement in the scientific literature that advertising does not cause
underage drinking, and that this conclusion is also echoed in public
opinion research polls of youths themselves.
As to the amount of the Company's beer that is consumed by underage
individuals per year, your Board knows of no way to accurately track
the amount of beer illegally purchased and consumed by minors; however,
the Company does vigorously attempt to discourage the illegal
consumption of its products.
The proposal requests a plan for monitoring the Company's compliance
with the BIA Code. The Company notes that a copy of the BIA Code is
given to every brewery employee, wholesale distributor and outside
agency whose responsibilities include advertising and marketing beer.
The Company opposes underage drinking and is working diligently to
discourage it through programs for retailers who sell beer, materials
for parents to encourage them to address this subject with their
children, and educational materials and programs for middle and high
school students.
Finally, with respect to the request that the Company amend the BIA
Code or adopt more stringent standards in light of the findings of
former Surgeon General Antonia Novello and the former Inspector
General, your Board points out that the comments made by these
individuals refer to a previous advertising code which has since been
revised. Moreover, the Former Surgeon General has commented positively
on the revised BIA Code the Company follows.
The Company believes that the internal policies and industry
guidelines to which it subscribes emphasize the importance of
responsible advertising of its products, and the importance of
directing its advertising to those of legal age.
THEREFORE, YOUR BOARD RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
13
<PAGE> 17
EXECUTIVE COMPENSATION
REPORT OF THE EXECUTIVE SALARIES COMMITTEE
AND THE INCENTIVE STOCK PLAN COMMITTEE
The Executive Salaries Committee has the responsibility of
recommending to the Board of Directors appropriate salaries and bonuses
for all executive officers of Anheuser-Busch Companies. The Incentive
Stock Plan Committee administers the Company's stock option program.
For purposes of continuity, both committees (hereafter referred to as
the "Committee") have identical membership consisting entirely of
outside directors.
COMPENSATION PHILOSOPHY
The Committee adheres to several guiding principles in carrying out
its responsibilities:
* Effective compensation programs must provide adequate security,
incentive, and long term perspective in line with corporate
strategic objectives. Anheuser-Busch's compensation objective is
to provide adequate security through a competitive salary so that
on a day-to-day basis executives can devote full energy to their
business responsibilities. Anheuser-Busch offers a significant
bonus opportunity to motivate executives to achieve annual
corporate goals. Finally, the Company utilizes stock options to
foster a long term perspective aligned with that of the
shareholders.
* Compensation programs should be simple and easily understood.
Managers must be clear on what the rewards are and what they must
do to earn them for any program to be effective.
* Executives' total compensation should be competitive with an
appropriate comparison group in order to nurture their trust and
loyalty. As detailed below, an outside compensation consultant
annually reports to the Committee on how the Company's
compensation package compares to the compensation practices of a
sample of local and national corporations.
1994 COMPENSATION
The Committee considers several factors when determining compensation
for executive officers, including August A. Busch III:
* OVERALL COMPANY PERFORMANCE. In addition to their current
knowledge of Company operations through participation at regular
Board meetings, the Committee specifically looked at annual and
long term sales and earnings growth, market share gains, return
to shareholders (see charts on page 18), progress toward long
term objectives, individual divisional results as appropriate,
and the Company's record on key social and community issues such
as the environment, diversity in the workforce, and alcohol abuse
prevention. There is no set weighting of these variables as
applied to individual executive positions.
* INDIVIDUAL PERFORMANCE. The Committee considers, in addition to
an executive's business results, the achievement of various other
managerial objectives and personal development goals.
* COMPETITIVE COMPENSATION. The Committee is provided a report from
Hewitt Associates ("Hewitt"), a nationally known compensation
consulting firm, which details Anheuser-Busch compensation
practices relative to a comparable group of 22 companies. This
group is comprised of large national consumer goods companies as
well as several large St. Louis-based corporations. The companies
in the sample were chosen in consultation with Hewitt from their
database as being representative of the types of companies with
which Anheuser-Busch competes for executive talent. The report
reviews base salary, annual bonus, and long term incentive awards
for the CEO and other officer positions with responsibilities
that are comparable across the group. Hewitt believes, and the
Committee concurs, that this sample of benchmarks not only
provides guidance for specific positions, but also is indicative
of overall Company pay practices when viewed in the aggregate.
14
<PAGE> 18
* TARGETED COMPENSATION. Total compensation for executive officers
including Mr. Busch is targeted at a market level which
approximates the median of the sample group of comparable
companies after adjusting for the different magnitude of sales
for each company, using a method called regression analysis.
"Market level" is considered to be that calculated at the 50th
percentile, with a margin of (+-)20%. Mr. Busch's total
compensation for 1994 is slightly below the market level for
total compensation among the comparison group.
SALARY:
The Company does not have an employment agreement with Mr. Busch III
or any of its other executive officers. In setting base salaries the
Committee generally considers the overall financial performance of the
Company during the prior year, particularly beer sales volume and
market share performance, operating and net income margin trends,
growth in earnings per share, returns on capital and equity, and total
returns to shareholders. Actual salary determination is subjective in
that there are no specific weightings for the variables considered.
Consistent with the Company's announced policy of no merit-based salary
increases for 1994, Mr. Busch III did not receive a salary increase in
1994. His 1994 base salary of $940,000 was within 1% of the 50th
percentile market level of salaries for CEOs in the comparable group of
companies.
Other than increases resulting from significant increases in
responsibilities, other executive officers r
The Company strongly disagrees with the assertions made by the
Proponent. With respect to the specific issues the Proponents seek to
have addressed in a management report, the Company knows of no feasible
executive officers depending on responsibilities, past departmental or
divisional performance, and to a lesser degree, length of service. There
were no specific departmental or divisional performance measures defined
and considered. The individual's judgment, maturity, and potential were
subjectively evaluated.
BONUS:
1994 Bonuses for the CEO, 15 other executive officers, and 43 other
officers, were distributed from a pool equal to .425% of pretax profits
of the Company. Individual bonus awards were determined by subjectively
evaluating each executive's performance toward divisional or
departmental objectives, including budgeted earnings and cash flow
return on gross investment targets; no specific performance measures
were defined. In the case of Mr. Busch, his bonus is dependent on
overall Company performance and the achievement of various corporate
objectives as outlined in annual presentations to the Board of
Directors. Specific short and long term objectives are established each
year for the overall Company as well as for each operating division.
Particular emphasis is placed on operating profit contribution, cash
flow return on gross investment, and earnings per share increase. Other
executive officers' bonuses are dependent on their particular
divisions' achievement toward established objectives or, in the case of
staff functions, their contribution towards overall corporate results.
There is no established weighting of various objectives and each
individual's particular contribution is subjectively evaluated by the
Committee.
In keeping with the Committee's philosophy that a large portion of an
executive's compensation should be "at risk," the Company traditionally
provides a larger bonus component of total compensation than does the
typical company in Hewitt's report. Reflecting the Company's level of
achievement toward meeting 1993 goals, bonus payments for 1993 were
generally 20% below 1992 bonuses and slightly below those of the
typical company in the Hewitt report. 1994 bonuses were on average
27.9% above 1993 bonuses and 5% above 1992 bonuses. Mr. Busch's 1994
bonus of $1,232,000 was 37.5% above his 1993 reduced bonus and 10%
above his 1992 bonus.
LONG TERM INCENTIVES:
Long term incentives are substantially below the levels found at the
comparable companies. As indicated previously, stock options are the
Company's only long term incentive. Stock option awards are made to
approximately 850 middle and upper level managers, including the CEO
and all executive officers. The size of awards is subjectively
determined based on position, responsibilities, and individual
15
<PAGE> 19
performance. The amount and terms of prior option grants are not
explicitly considered in determining the size of awards. In 1994, the
Committee granted Mr. Busch options for 100,000 shares, the same number
he was granted in 1993. The Committee is aware that Hewitt's report
indicates that this size grant is well below that typically awarded the
CEO of comparable companies, particularly when no other long term
incentives are offered. However the Committee believes that the overall
mix of Mr. Busch's compensation components is appropriate and the
Committee supports his total compensation program.
DEDUCTIBILITY OF COMPENSATION EXPENSES
The Company is not allowed a deduction for certain compensation paid
to certain executive officers in excess of $1 million, except to the
extent such excess constitutes performance-based compensation. The
Committee considers its primary goal is to design compensation
strategies that further the best interests of the Company and its
shareholders. To the extent not inconsistent with that goal, the
Committee will attempt where practical to use compensation policies and
programs that preserve the deductibility of compensation expenses.
Stock options granted under the 1989 Incentive Stock Plan qualify as
performance-based compensation. In October 1994 the Committee
recommended and the Board approved, subject to shareholder approval at
this meeting, an officer bonus plan that is intended to qualify
payments under the plan as performance-based compensation. (See pages
8-10.)
Bernard A. Edison-Chairman
Richard T. Baker Andrew B. Craig III
Vernon R. Loucks, Jr. Vilma S. Martinez
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Busch is a member of the Human Resources Committee of SBC
Communications Inc. Mr. Whitacre, an Executive Officer of SBC
Communications Inc., is a Director of the Company.
Mr. Ritter, an Executive Officer of the Company, is a member of the
Board of Directors of Boatmen's Bancshares, Inc. Mr. Craig, an
Executive Officer of Boatmen's Bancshares, is a member of the Company's
Executive Salaries and Incentive Stock Plan Committees.
16
<PAGE> 20
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION ALL
---------------------------- ----------------
AWARDS OF OTHER
STOCK COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($)<F*> BONUS ($)<F*> OPTIONS (#) ($)<F**>
--------------------------- ---- -------------- ------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
A. A. Busch III 1994 940,000 1,232,000 100,000 82,578
Chairman of the Board and President 1993 940,000 896,000 100,000 39,919
1992 894,000 1,120,000 100,000 37,641
J. E.Ritter 1994 523,000 568,000 50,000 42,864
Executive Vice President-Chief 1993 523,000 433,000 50,000 23,002
Financial and Administrative Officer 1992 498,000 541,000 50,000 22,422
P. T. Stokes 1994 523,000 500,000 50,000 38,149
Vice President and Group Executive 1993 523,000 355,000 50,000 17,532
1992 475,000 444,000 50,000 15,621
B. H. Beracha 1994 408,000 228,000 50,000 30,250
Vice President and Group Executive 1993 389,000 228,000 40,000 16,078
1992 364,000 285,000 35,000 14,628
J. H. Purnell 1994 350,000 265,000 40,000 26,410
Vice President and Group Executive 1993 318,000 221,000 40,000 15,461
1992 300,000 221,000 35,000 14,024
<FN>
- -----
<F*> Salary and bonus amounts include any amounts deferred under the
Executive Deferred Compensation Plan. If an excise tax were imposed
on a participant as to such benefits on account of a change in
control, the participant's benefits would be increased to the extent
required to put the participant in the same position after payment
of taxes as if no excise tax had been imposed.
<F**> The 1994 amounts disclosed in this column include:
<Fa> Company matching contributions to the Deferred Income Stock
Purchase and Savings Plan and the 401(k) Restoration Plan of
$51,909 for Mr. Busch, $28,881 for Mr. Ritter, $28,881 for Mr.
Stokes, $22,527 for Mr. Beracha, and $19,327 for Mr. Purnell.
Under the 401(k) Restoration Plan, if an excise tax were imposed
on a participant as to such benefits on account of a change in
control, the participant's benefits would be increased to the
extent required to put the participant in the same position
after payment of taxes as if no excise tax had been imposed.
<Fb> Payments for insurance coverage of $25,269 for Mr. Busch,
$13,983 for Mr. Ritter, $9,268 for Mr. Stokes, $7,723 for Mr.
Beracha, and $7,083 for Mr. Purnell.
<Fc> Payment of director fees from subsidiary companies of $5,400 for
Mr. Busch.
</TABLE>
17
<PAGE> 21
<TABLE>
COMPARISON OF TEN YEAR CUMULATIVE TOTAL RETURN<F*>
ANHEUSER-BUSCH COMPANIES, INC., S&P 500 INDEX & RUSSELL LARGE CAP
INDEX<F**>
[GRAPH OF TEN YEAR COMPARISON]
<CAPTION>
1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Anheuser-Busch $100.0 $178.5 $224.6 $291.5 $280.8 $350.2 $400.4 $584.0 $567.4 $489.9 $522.5
S&P 500 100.0 131.6 156.2 164.2 191.3 251.8 243.9 317.9 342.1 376.5 381.6
Russell Large Cap Index 100.0 129.5 153.3 163.8 188.9 252.8 258.2 332.6 345.6 369.7 383.5
</TABLE>
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN<F*>
ANHEUSER-BUSCH COMPANIES, INC., S&P 500 INDEX, AND RUSSELL LARGE CAP
INDEX<F**>
[GRAPH OF FIVE YEAR COMPARISON]
<CAPTION>
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Anheuser-Busch $100.0 $114.3 $166.8 $162.0 $139.9 $149.2
S&P 500 100.0 96.9 126.3 135.9 149.5 151.5
Russell Large Cap Index 100.0 102.1 131.6 136.7 146.3 151.7
<FN>
- -----
<F*> Assumes $100 invested on December 31 of first year of chart in
Anheuser-Busch Companies, Inc. Common Stock, S&P 500 Index and
Russell Large Cap Index and that all dividends were reinvested.
<F**> Because only one of the other six leading domestic brewers is an
independent publicly traded company, the Company has elected to
compare shareholder returns with the Russell Large Cap Index. This
index is comprised of the 50 largest publicly held United States
companies, based on market capitalization. Over most of the periods
shown, the Company has been included in the index.
<F***> Compound Annual Growth Rate.
</TABLE>
18
<PAGE> 22
<TABLE>
OPTION GRANTS IN 1994
<CAPTION>
POTENTIAL REALIZABLE VALUE AT ASSUMED
ANNUAL RATES OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS<F1> FOR OPTION TERM<F2>
--------------------------------------------------- ------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES PRICE EXPIRATION
NAME GRANTED (#) IN 1994<F3> ($/SH) DATE 0% 5% 10%
---- ----------- ----------- -------- ---------- -- -- ---
<S> <C> <C> <C> <C> <C> <C> <C>
A. A. Busch III....... 100,000 4.3% $50.56 12/13/04 $000 $ 3,179,848 $ 8,058,360
J. E. Ritter.......... 50,000 2.1 50.56 12/13/04 000 1,589,924 4,029,180
P. T. Stokes.......... 50,000 2.1 50.56 12/13/04 000 1,589,924 4,029,180
B. H. Beracha......... 50,000 2.1 50.56 12/13/04 000 1,589,924 4,029,180
J. H. Purnell......... 40,000 1.7 50.56 12/13/04 000 1,271,939 3,223,344
All Shareholders...... N/A N/A N/A N/A 000 8,182,388,552 20,736,094,280
All Optionees......... 2,341,472 100.0 50.56 12/13/04 000<F4> 74,455,239 188,684,243
Optionee Gain
as % of All
Shareholders less than less than
Gain................. N/A N/A N/A N/A N/A 1% 1%
<FN>
- -----
<F1> All options granted to the named officers were granted on
December 14, 1994. The options become exercisable in three equal
parts on the first, second, and third anniversaries of the grant
date; however, the Incentive Stock Plan Committee is authorized to
accelerate exercisability at any time, and acceleration occurs
automatically in the event of the optionee's death or disability,
or if certain events occur which would result in a change in
control of the Company. In addition, a portion of the options were
granted with a tax payment feature. The tax payment feature allows
the use of option stock to pay the withholding taxes related to
option exercises. The number of options granted with a tax payment
feature in 1994 to the named officers were: Mr. Busch III, 98,023;
Mr. Ritter, 48,023; Mr. Stokes, 48,023; Mr. Beracha, 48,023, and
Mr. Purnell, 38,023.
<F2> The dollar amounts under these columns are the result of
calculations at 0% and at the 5% and 10% rates set by the SEC and
therefore are not intended to forecast possible future
appreciation, if any, of the Company's stock price. The Company did
not use an alternative formula for a grant date valuation, as the
Company is not aware of any formula which will determine with
reasonable accuracy a present value based on future unknown or
volatile factors. Potential realizable values for all shareholders
are based on 257.3 million shares outstanding at December 31, 1994
and a per share price of $50.56.
<F3> Based on 2,341,472 options granted to 845 employees during 1994.
<F4> No gain to the optionees is possible without an increase in stock
price, which will benefit all shareholders commensurately. A zero
percent stock price appreciation will result in zero dollars for
the optionee.
</TABLE>
<TABLE>
AGGREGATED OPTION EXERCISES IN 1994 AND 1994 YEAR-END OPTION VALUES
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
12/31/94 (#) 12/31/94 ($)<F1><F2>
------------ --------------------
SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($)<F1> UNEXERCISABLE UNEXERCISABLE
---- ------------- ----------------- ------------- -------------
<S> <C> <C> <C> <C>
A. A. Busch III................................ 0 0 416,286/ 4,497,707/
199,998 206,248
J. E. Ritter................................... 0 0 261,205/ 3,027,449/
99,999 103,124
P. T. Stokes................................... 8,100 341,465 256,985/ 2,970,005/
99,999 103,124
B. H. Beracha.................................. 0 0 163,492/ 1,767,774/
88,332 88,123
J. H. Purnell.................................. 0 0 163,492/ 1,767,774/
78,332 82,498
<FN>
- -----
<F1> Value before income taxes payable as a result of exercise.
<F2> Based on the average of the high and low price of the Company's
common stock on the New York Stock Exchange-Composite Transactions
for 12/30/94 ($51.125).
</TABLE>
19
<PAGE> 23
<TABLE>
PENSION PLAN TABLE
<CAPTION>
YEARS OF SERVICE
-----------------------------------------------------------------------------------------
ELIGIBLE
REMUNERATION 10 15 20 25 30 OR MORE
------------ -- -- -- -- ----------
<S> <C> <C> <C> <C> <C>
$ 500,000............................ $ 83,333 $125,000 $ 166,667 $ 208,333 $ 250,000
750,000............................ 125,000 187,500 250,000 312,500 375,000
1,000,000............................ 166,667 250,000 333,333 416,667 500,000
1,250,000............................ 208,333 312,500 416,667 520,833 625,000
1,500,000............................ 250,000 375,000 500,000 625,000 750,000
1,750,000............................ 291,667 437,500 583,333 729,167 875,000
2,000,000............................ 333,333 500,000 666,667 833,333 1,000,000
2,250,000............................ 375,000 562,500 750,000 937,500 1,125,000
2,500,000............................ 416,667 625,000 833,333 1,041,667 1,250,000
2,750,000............................ 458,333 687,500 916,667 1,145,834 1,375,000
</TABLE>
The Pension Plan Table above shows a range of estimated annual normal
retirement pension benefits for employees who have the years of
credited service shown at retirement, and whose eligible remuneration
is as shown. The eligible remuneration used to compute actual pension
benefits would be the highest sum, for the calendar year of retirement
or any of the four preceding calendar years, of the employee's annual
base salary as of January 1 of such year plus the bonus earned during
the prior calendar year. Voluntary deferrals of salary or bonus for any
year under the Executive Deferred Compensation Plan are included for
the year of deferral in this determination. The benefits shown assume
continued service until retirement at age 65 and payment in the form of
a life annuity with ten years of guaranteed payments. Amounts shown do
not reflect the applicable deduction for Social Security benefits.
Vesting and payment of part of the benefits shown are accelerated if
certain events occur that would result in a change in control of the
Company. For the portions of the foregoing benefits payable under the
programs that are not tax-qualified, if an excise tax were imposed on a
participant as to such benefits on account of such a change in control,
the participant's benefits would be increased to the extent required to
put the participant in the same position after payment of taxes as if
no excise tax had been imposed.
Years of credited service, to the nearest year, and compensation
covered by the pension plans for executive officers named in the
Summary Compensation Table are as follows: Mr. Busch-37 years and
$2,227,000; Mr. Ritter-27 years and $1,118,000; Mr. Stokes-26 years and
$1,065,000; Mr. Beracha-27 years and $674,000; and Mr. Purnell-30 years
and $665,000.
OTHER TRANSACTIONS INVOLVING DIRECTORS, OFFICERS, OR THEIR ASSOCIATES
In 1993, pursuant to an investment agreement the Company purchased
from Grupo Modelo, S.A. de C.V., Mexico's largest brewer ("Grupo
Modelo"), equity securities representing a 10% interest in Grupo
Modelo. The Company also purchased at that time equity securities
representing a 10% interest in DIBLO, S.A. de C.V., the operating
subsidiary of Grupo Modelo ("Diblo"), 76.75% of the outstanding equity
securities of which are owned by Grupo Modelo. Mr. Aramburuzabala is
the Vice President of the Board of Directors of Grupo Modelo and Diblo.
Pursuant to the investment agreement, the Company also acquired an
option to purchase, at prevailing market rates (subject to certain
limits), from certain shareholders of Grupo Modelo and Diblo, including
Mr. Aramburuzabala, certain of his family members and trusts of which
he and certain of his family members are beneficiaries, equity
securities sufficient to increase the Company's interest in Grupo
Modelo to 35.12% and sufficient to increase the Company's interest in
Diblo to 23.25%.
Pursuant to the investment agreement, the Company agreed to use its
best efforts to maintain a representative of Grupo Modelo on its Board
of Directors so long as the Company or one of its subsidiaries owns ten
percent or more of the outstanding capital stock of Grupo Modelo.
Mr. Aramburuzabala is the representative of Grupo Modelo for this
purpose.
20
<PAGE> 24
August A. Busch, Jr., a former director of the Company, was, until
his death in September 1989, the owner of Grant's Farm, a tract of
approximately 225 acres located in St. Louis County, Missouri, most of
which has been leased and used by the Company for many years. Upon his
death the property passed to the trustees of a real estate trust
created by his will (the "Trustees") for the benefit of certain
children of Mr. Busch, Jr., not including August A. Busch III. The area
includes an animal reservation and numerous other attractions and
facilities. The Company uses Grant's Farm extensively for entertaining
and conducting public tours and for other purposes associated with its
advertising and public relations program. It is one of the most popular
tourist attractions in the St. Louis area. The leased premises include
all of the tract (except for approximately 23 acres that have been
reserved for the residents' personal use) plus an adjacent tract of
approximately 7 acres upon which are situated a parking lot and a
stallion barn. Also, various paintings, trophies, horsedrawn vehicles,
and other personal property that belonged to Mr. Busch, Jr. are
displayed during public tours of the premises.
The current lease (the "Lease") became effective January 1, 1982. The
Lease may be terminated by the Company by giving notice at any time
prior to October 31 of any year, to be effective in the following year
at the end of the month during which the tour season ends. The Trustees
may terminate the Lease by giving notice at any time prior to October
31 of any year, to be effective at the end of the month during which
the tour season ends in the second year following the year in which
notice is given. If the Trustees terminate the Lease, they must
reimburse the Company for the unamortized value of all capital
leasehold improvements made by the Company.
Under the Lease, the Trustees will receive a fixed annual rental of
$201,890 throughout the term of the Lease. They will also share in that
portion of income from the Company's concession operations which
exceeds the approximate income generated from such operations when they
were operated by Mr. Busch, Jr. The Company and the Trustees are
discussing an agreement under which, effective with the year 1994, the
Company expects to retain an additional portion of concession income
until certain capital improvements made by the Company to Grant's Farm
are fully amortized. The Lease provides that the Trustees have the
responsibility for the maintenance and care of the leased premises and
the animals and personal property situated thereon, and the Company is
obligated to reimburse them for their expenses in carrying out that
responsibility. During the term of the Lease, the Company has the right
of first refusal to purchase the leased premises and also to purchase
the 23-acre tract referred to above. The Company also has the right,
under certain circumstances, to purchase the personal property covered
by the Lease and certain personal property located in Mr. Busch, Jr.'s
former residence. For the year 1994, the Trustees received, in the
aggregate, from the Company under the Lease: (1) basic rent of
$201,890, (2) $317,129 as their share of the Company's income from
concession operations, and (3) $1,298,337 as reimbursement for the
actual expenses, as audited by the Company's internal audit department,
for the maintenance and care of the leased premises, the animals, and
the personal property situated thereon.
For many years, Mr. Busch, Jr. provided board and care for the
Anheuser-Busch, Incorporated ("ABI") Clydesdale horses on property
other than Grant's Farm. The existing Clydesdale Lease Agreement
between Mr. Busch, Jr. and ABI first became effective on January 1,
1973. Certain heirs of Mr. Busch, Jr. (not including August A. Busch
III) succeeded to the interests of Mr. Busch, Jr. under the lease,
which was amended as of August 31, 1990. For the year 1994, ABI paid or
will pay under this lease $27,250 as annual rental and $185,028 as
reimbursement for the actual expenses, as audited by the Company's
internal audit department, incurred to care for the Clydesdale horses
and the leased property.
Eagle Snacks, Inc. ("Eagle Snacks"), a wholly-owned subsidiary of the
Company, previously had an agreement with Gulf Coast Snacks, Inc.
("Gulf Coast") for the distribution of snack products in San Antonio,
Austin, and Houston, Texas. Adolphus A. Busch IV, a half brother of Mr.
Busch III, is a one-third owner and president of Gulf Coast. The terms
of this distribution agreement were comparable with those which Eagle
Snacks has with other wholesalers. Pursuant to this distribution
agreement, Gulf Coast purchased $1,274,124 of products from Eagle
Snacks during 1994. A limited partnership in which Eagle Snacks holds a
majority of the equity, but as a limited partner, purchased the assets
of Gulf Coast used in the operation of its San Antonio and Austin
distributorships. Eagle Snacks also purchased the
21
<PAGE> 25
assets of Gulf Coast used in the operation of its Houston snack
distributorship. The assets purchased consisted primarily of inventory
and equipment. Inventory was purchased at cost for approximately
$386,700 and equipment was purchased at book value for approximately
$288,200. At the time of closing, Gulf Coast owed Eagle Snacks
approximately $2,147,000 for inventory purchased while operating the
distributorships, net of credits owed it. A final accounting of amounts
owed and credits due the parties was completed within sixty days of
closing, and Eagle Snacks was paid in full at that time. The terms of
the purchases, including the amounts paid, were reviewed and approved
by the Conflict of Interest Committee of the Board.
Anheuser-Busch, Incorporated ("ABI") has agreements with Double Eagle
Distributing, Inc. ("Double Eagle") and Southern Eagle Distributing,
Inc. ("Southern Eagle") for the distribution of malt beverage products
in Deerfield Beach, Florida and Fort Pierce, Florida, respectively.
Double Eagle, which is owned by James B. Orthwein, Jr. and Percy J.
Orthwein II, who are sons of James B. Orthwein, purchased $40,733,855
of products from ABI during 1994. Percy Orthwein is Chairman of the
Board and James Orthwein is President and General Manager of Double
Eagle. Southern Eagle, of which Peter William Busch, a half brother of
Mr. Busch III, is the majority owner, purchased $18,777,366 of products
from ABI during 1994. Peter Busch is the President of Southern Eagle.
The terms of these distribution agreements are comparable with those
which ABI has with other wholesalers.
Douglas A. Warner III, a director of the Company, is an executive
officer of J. P. Morgan & Co., Incorporated ("Morgan"). Morgan and its
subsidiaries have provided investment banking and related financial
services to the Company during 1994 and are expected to provide similar
services to the Company during 1995.
William H. Webster, a director of the Company, is a partner of
Milbank, Tweed, Hadley & McCloy, a law firm that has provided legal
services to the Company in the past and may provide legal services to
the Company during 1995.
The Company occasionally uses the personal aircraft of Mr. Busch III
for Company business. During 1994, the Company reimbursed Mr. Busch
$118,349 based on the manufacturer's published hourly rate for fuel,
oil, maintenance, and other miscellaneous costs for operating the
aircraft.
In the opinion of the Company's management, the terms and conditions
of the foregoing transactions are at least as favorable to the Company
and its subsidiaries as those which would be available from unrelated
parties for comparable transactions.
COMPLIANCE WITH THE SECURITIES EXCHANGE ACT
The Company's executive officers and directors are required under the
Securities Exchange Act of 1934 to file reports of ownership and
changes in ownership of common stock of the Company with the Securities
and Exchange Commission and the New York Stock Exchange. Copies of
those reports must also be furnished to the Company.
Based solely on a review of the copies of reports furnished to the
Company and written representations that no other reports were
required, the Company believes that during the preceding year all
filing requirements applicable to executive officers and directors have
been complied with.
SHAREHOLDER PROPOSALS FOR 1996
For inclusion in the Company's Proxy Statement and form of proxy, any
shareholder proposals intended to be presented at the 1996 Annual
Meeting must be received by the Company no later than November 10,
1995.
Shareholders who do not submit proposals for inclusion in the Proxy
Statement but who intend to submit a proposal at the 1996 Annual
Meeting, and shareholders who intend to submit nominations for
directors at the meeting must provide written notice. Such notice
should be addressed to the Secretary and received at the Company's
principal executive offices not earlier than January 27, 1996 and not
later
22
<PAGE> 26
than February 26, 1996. The written notice must satisfy certain
requirements specified in the Company's By-Laws. A copy of the By-Laws
will be sent to any shareholder upon written request to the Secretary.
OTHER MATTERS
The cost of soliciting proxies will be borne by the Company and will
consist primarily of printing, postage, and handling, including the
expenses of brokerage houses, custodians, nominees, and fiduciaries in
forwarding documents to beneficial owners. In addition, to assist in
the solicitation of proxies from brokers, bank nominees, and other
institutional holders and from other shareholders, the Company has
engaged D. F. King & Co., Inc. for a fee not to exceed $10,000 plus
out-of-pocket expenses. Solicitation also may be made by the Company's
officers, directors, or employees, personally or by telephone.
St. Louis, Missouri
March 10, 1995
23
<PAGE> 27
APPENDIX
EXHIBIT A
ANHEUSER-BUSCH
OFFICER BONUS PLAN
SECTION 1. ESTABLISHMENT OF PLAN.
Anheuser-Busch Companies, Inc. does hereby adopt the Anheuser-Busch
Officer Bonus Plan set forth herein for the purpose of attracting,
motivating and rewarding certain employees of the Company with
qualified performance-based compensation.
SECTION 2. DEFINITIONS.
2.1. Affiliate: Any entity in which the Company has a substantial
direct or indirect equity interest.
2.2. Board: The Board of Directors of the Company.
2.3. Bonus: The amount payable to any Participant with respect to a
Program.
2.4. Change in Control: A change in control as that term is defined
in Section 10.
2.5. Code: The Internal Revenue Code of 1986, as amended, and the
regulations and interpretations promulgated thereunder.
2.6. Committee: The Committee described in Section 9.
2.7. Company: Anheuser-Busch Companies, Inc.
2.8. Covered Employee: A "covered employee" as that term is defined
in Section 5.
2.9. Eligible Employee: A person who is eligible to participate in
the Plan in accordance with Section 5.
2.10. Exchange Act: The Securities Exchange Act of 1934, as amended,
and the regulations and interpretations promulgated thereunder.
2.11. Participant: An Eligible Employee who is designated as a
Participant in a Program pursuant to Section 5.
2.12. Performance Goal: A Performance Goal as defined in Section 6.
2.13. Performance Period: A fiscal year of the Company or such
shorter period as the Committee may designate in accordance with
Section 4 with respect to which Bonuses may be paid under a Program.
2.14. Plan: The Anheuser-Busch Officer Bonus Plan, as amended from
time to time.
2.15. Program: A Bonus Program established by the Committee which
designates the Participants, the Covered Employees, a Performance
Period, Performance Goals, and formulas or standards for determining
the amounts of Bonuses payable under the Plan.
SECTION 3. BONUS PROGRAMS.
The Committee shall have the authority to establish one or more
Programs pursuant to which Bonuses may be paid to one or more
Participants.
SECTION 4. PERFORMANCE PERIODS.
For each Program, the Committee shall set forth a Performance Period
over which performance will be measured to determine whether and in
what amounts to pay Bonuses to Participants. Each Program must be
established in writing prior to the expiration of any prescribed time
period for the pre-establishment of performance goals under Section
162(m) of the Code.
A-1
<PAGE> 28
SECTION 5. ELIGIBILITY, PARTICIPATION AND COVERED EMPLOYEES.
Officers of the Company and its Affiliates shall be Eligible
Employees. For each Program, the Committee shall designate as
Participants one or more Eligible Employees. Each Program shall also
set forth those individuals the Committee believes may be or become
covered employees as that term is defined in Section 162(m) of the Code
("Covered Employees") for the applicable Performance Period.
SECTION 6. PERFORMANCE CRITERIA AND GOALS.
All Bonuses shall be based upon one or more of the following
criteria, which may be Company-wide or specific to an Affiliate,
division, product, and/or geographic area: sales, earnings, earnings
per share, return on equity, return on assets, cash flow, market share,
stock price, costs and productivity. For each Program and for each
Participant, the Committee shall designate one or more objective
performance goals based upon one or more of the criteria listed above
("Performance Goals"). No Bonus shall be paid to any Covered Employee
if the applicable Performance Goal(s) are not satisfied.
SECTION 7. AMOUNT OF BONUS.
For each Program, the Committee shall designate an objective formula
or standard for determining the dollar amount of each Participant's
Bonus. In no event shall the total amount of Bonuses paid to any
Covered Employee for any year exceed $3 million. Except with respect to
Bonuses payable to Covered Employees, and notwithstanding failure to
satisfy the applicable Performance Goal(s), the Committee shall have
the discretion to increase or reduce the amount of any Participant's
Bonus above or below the standard or formula amount to reflect
individual performance and/or unanticipated factors; the Committee may
only reduce the amount of any Bonuses payable to Covered Employees
below the standard or formula amount to reflect individual performance
and/or unanticipated factors.
SECTION 8. PAYMENT OF BONUSES.
After the close of each Performance Period, the Committee shall
certify in writing the achievement of the applicable Performance
Goal(s) and the amount of any Bonuses payable to Covered Employees
under the applicable formula(s) or standard(s). All or part of the
Bonuses payable to Participants who are not Covered Employees may be
paid prior to the end of a Performance Period on an estimated basis,
subject to adjustment in the discretion of the Committee. All or part
of the Bonuses payable to Covered Employees may be paid prior to the
end of a Performance Period only if such earlier payment does not
result in such Bonuses failing to constitute qualified performance-
based compensation under Section 162(m) of the Code (e.g., if
achievement of the applicable Performance Goal(s) can be certified
prior to the end of the Performance Period or if final regulations
allow earlier payment on an estimated basis subject to adjustment). No
Bonuses shall be paid under this Plan to Covered Employees until the
Plan has received shareholder approval as required by Section 162(m) of
the code. Subject to the foregoing, the timing of payment of all
Bonuses to both Covered Employees and Participants who are not Covered
Employees shall be within the sole discretion of the Committee. The
Company shall withhold from any amount payable under the Plan all taxes
required to be withheld by any federal, state or local government.
SECTION 9. ADMINISTRATION BY COMMITTEE.
The Plan shall be administered by a Committee established by the
Board. The Committee shall be comprised of at least two outside
directors of the Company as that term is defined for purposes of
Section 162(m) of the Code. Until changed by the Board, the members of
the Executive Salaries Committee shall serve as the members of the
Committee. The Committee shall have full power and authority to
administer and interpret the Plan and to adopt such rules, regulations,
agreements, guidelines and instruments for the administration of the
Plan and for the conduct of its business as the Committee deems
necessary or advisable.
A-2
<PAGE> 29
SECTION 10. CHANGE IN CONTROL.
10.1. Change in Control Defined. For purposes of this Plan, a "Change
in Control" shall occur if:
(a) Any Person (as defined herein) becomes the beneficial owner
directly or indirectly (within the meaning of Rule 13d-3 of the
Exchange Act) of more than 50% of the Company's then outstanding
voting securities (measured on the basis of voting power);
(b) 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 (i) 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
(ii) 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;
(c) A change occurs in the composition of the Board during any
period of twenty-four consecutive months such that individuals who at
the beginning of such period were members of the Board 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
(d) 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 of the
Company's assets.
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
(w) the Company or any of its subsidiaries, (x) a trustee or other
fiduciary holding securities under an employee benefit plan of the
Company or any of its subsidiaries, (y) an underwriter temporarily
holding securities pursuant to an offering of such securities, or (z) a
corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of
Company stock.
10.2. Acceleration Upon Change in Control. On the date a Change in
Control occurs, notwithstanding anything else to the contrary herein,
(i) all Bonuses with respect to a completed Performance Period shall be
immediately payable in cash, (ii) with respect to the current
Performance Period, such Performance Period shall be deemed to have
ended and the applicable Performance Goal(s) and formula(s) or
standard(s) shall be appropriately adjusted to reflect the length of
such Performance Period in comparison to the originally established
Performance Period, and all Bonuses for such Performance Period shall
be immediately payable in cash on a pro-rated basis, (iii) the
Committee shall not have the discretion provided in Section 7 to reduce
the amount of any Participant's Bonus below the amount which would
otherwise have been payable to the Participant under the applicable
formula or standard and under this Section 10, and (iv) the provisions
of this Section 10 may not be amended adversely to any Participant
without the written consent of such Participant. If by reason of this
Section 10 an excise or other special tax ("Excise Tax") is imposed on
any payment under the Plan (a "Required Payment"), the amount of each
Required Payment shall be increased by an amount which, after payment
of income taxes, payroll taxes and Excise Tax thereon, will equal such
Excise Tax on the Required Payment; provided, however that the total
amount paid to any Covered Employee shall not exceed the maximum set
forth in Section 7 unless exceeding such maximum, or a provision
allowing Bonuses to exceed such maximum, would not jeopardize
qualification of all Bonuses to Covered Employees under the Plan as
performance-based compensation under Section 162(m) of the Code.
A-3
<PAGE> 30
SECTION 11. AMENDMENT AND TERMINATION.
The Board reserves the right to amend or terminate the Plan in whole
or in part at any time. Unless otherwise prohibited by applicable law,
any amendment required to conform to Section 162(m) of the Code may be
made by the Committee. No amendment may be made to the class of
individuals constituting Eligible Employees under Section 5, the
performance criteria under Section 6 or the maximum Bonus payable to
any Covered Employee under Section 7 without shareholder approval
unless shareholder approval is not required in order for Bonuses paid
to Covered Employees to constitute qualified performance-based
compensation under Section 162(m) of the Code. The Committee may amend
the Plan in any way if the Committee determines that such amendment may
be made without shareholder approval and without jeopardizing
qualification of Bonuses to Covered Employees as performance-based
compensation under Section 162(m) of the Code.
SECTION 12. MISCELLANEOUS.
12.1. Effective Date. The Plan shall become effective as of January
1, 1995.
12.2. No Guarantee of Employment or Compensation. The Plan shall not
restrict the Company or any Affiliate from discharging an Eligible
Employee from employment, restrict any Eligible Employee from resigning
from such employment, or restrict the Company or any Affiliate from
increasing or decreasing the compensation of any Eligible Employee.
12.3. Claims. Except in the case of a Change in Control, no person
shall have any claim to any Bonus. There is no obligation for
uniformity of treatment of Eligible Employees.
12.4. No Alienation. Except as required by law, amounts payable under
the Plan shall not be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, charge,
garnishment, execution, or levy of any kind, either voluntary or
involuntary.
12.5. Other Incentive Plans. Nothing contained in the Plan shall
prohibit the Company from granting other performance awards to
employees (including Eligible Employees) under such conditions, and in
such form and manner, as it sees fit. The adoption of the Plan does not
preclude the adoption of any other bonus or incentive plan for
employees.
12.6. Governing Law. Subject to the provisions of applicable federal
law, the Plan shall be administered, construed and enforced according
to the laws of the State of Missouri and in Courts situated in that
State.
12.7. Severability. The invalidity of any particular clause,
provision or covenant herein shall not invalidate all or any part of
the remainder of the Plan, but such remainder shall be and remain valid
in all respects as fully as the law will permit.
A-4
<PAGE> 31
ADMISSION TICKET
ANHEUSER-BUSCH COMPANIES, INC.
ANNUAL MEETING OF SHAREHOLDERS
Wednesday, April 26, 1995, 10:00 A.M. (local time)
at the Williamsburg Marriott
50 Kingsmill Road, Williamsburg, Virginia
PLEASE PRESENT THIS TICKET
FOR ADMITTANCE OF
SHAREHOLDER(S) NAMED.
See reverse for map of area.
----------------------------
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS MEETING,
WHETHER OR NOT YOU ATTEND THE MEETING IN PERSON. TO MAKE SURE YOUR
SHARES ARE REPRESENTED, WE URGE YOU TO COMPLETE, DETACH AND MAIL THE
PROXY FORM BELOW.
-----------------------------------------------------------------------
! IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE MARK THE !
! APPROPRIATE BOX ON THE PROXY FORM BELOW. Present this ticket to !
! the Anheuser-Busch representative at the entrance to the !
! meeting. !
-----------------------------------------------------------------------
PLEASE DETACH PROXY HERE, SIGN AND MAIL
- --------------------------------------------------------------------------
The undersigned hereby appoints August A. Busch III, John E. Jacob, and
JoBeth G. Brown as proxies, each with the power of substitution, and
hereby authorizes them to represent and to vote, as designated on the
reverse side of this form, all of the shares of stock that the
undersigned would be entitled to vote upon the matters set forth in the
Notice of Meeting or which may properly come before the Annual Meeting
of Shareholders of Anheuser-Busch Companies, Inc. to be held at the
Williamsburg Marriott, 50 Kingsmill Road, Williamsburg, Virginia, on
April 26, 1995, at 10:00 A.M. local time and at any adjournments
thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. WHEN
PROPERLY EXECUTED, IT WILL BE VOTED FOR ITEMS #1, #2, AND #3 AND
AGAINST THE SHAREHOLDER PROPOSALS IN ITEM #4 UNLESS CONTRARY
INSTRUCTIONS ARE INDICATED ON THE REVERSE SIDE.
Dated . . . . . . . . . , 1995
. . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . .
SIGNATURE OF SHAREHOLDER(S)
(Sign exactly as your name
or names appear at the
left; in the case of shares
held by joint owners, all
joint owners should sign;
fiduciaries should indicate
title and authority.)
/ / Check here if you plan to
attend the Annual Meeting.
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
<PAGE> 32
[MAP OF WILLIAMSBURG AREA SHOWING LOCATION OF MEETING SITE]
PLEASE DETACH PROXY HERE, SIGN AND MAIL
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
ANHEUSER-BUSCH COMPANIES, INC. PROXY
DIRECTORS RECOMMEND A VOTE FOR
1. / / FOR the election of Pablo Aramburuzabala O., August A. Busch III,
Peter M. Flanigan, Andrew C. Taylor, and Douglas A. Warner III,
as Directors
/ / WITHHOLD authority to vote for ALL of the above nominees
/ / WITHHOLD authority to vote for the following nominees only:
-----------------------------------------------------------
-----------------------------------------------------------
2. Approval of the Officer Bonus Plan
FOR AGAINST ABSTAIN
/ / / / / /
3. Approval of the appointment of Price Waterhouse as independent
auditors for 1995:
FOR AGAINST ABSTAIN
/ / / / / /
DIRECTORS RECOMMEND A VOTE AGAINST
4. A. Shareholder proposal on Retirement Plan for
Non-Employee Directors
FOR AGAINST ABSTAIN
/ / / / / /
B. Shareholder proposal on Beer Marketing Report
FOR AGAINST ABSTAIN
/ / / / / /
5. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
BE SURE TO SIGN AND DATE THE REVERSE SIDE OF THIS FORM.
<PAGE> 33
ADMISSION TICKET
ANHEUSER-BUSCH COMPANIES, INC.
ANNUAL MEETING OF SHAREHOLDERS
Wednesday, April 26, 1995, 10:00 A.M. (local time)
at the Williamsburg Marriott
50 Kingsmill Road, Williamsburg, Virginia
PLEASE PRESENT THIS TICKET
FOR ADMITTANCE OF
SHAREHOLDER(S) NAMED.
See reverse for map of area.
----------------------------
TO PARTICIPANTS IN THE ANHEUSER-BUSCH DEFERRED INCOME
STOCK PURCHASE AND SAVINGS PLANS
Enclosed with this proxy form are the notice and proxy statement for
the Annual Meeting of Shareholders of Anheuser-Busch Companies, Inc.
which will be held on April 26, 1995. The number of shares shown on the
proxy form represents the shares in your Plan account(s) with respect
to which you are entitled to direct the voting. In order for these
shares to be voted by the Trustee of the Plan(s) in accordance with
your confidential instructions, Boatmen's Trust Company must receive
your executed proxy form not later than April 20, 1995. If your
executed proxy is not received by April 20, 1995, the Plan Trustee will
vote your shares in the manner described in the Plan.
IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE MARK THE APPROPRIATE
BOX ON THE PROXY FORM BELOW. Present this ticket to the Anheuser-Busch
representative at the entrance to the meeting.
BOATMEN'S TRUST COMPANY
PLEASE DETACH PROXY HERE, SIGN AND MAIL
- ------------------------------------------------------------------------
The undersigned hereby directs the Trustee of the Deferred Income Stock
Purchase and Savings Plans to vote, as designated on the reverse side
of this form, all of the shares of stock that the undersigned would be
entitled to vote under these plans upon the matters set forth in the
Notice of Meeting or which may properly come before the Annual Meeting
of Shareholders of Anheuser-Busch Companies, Inc. to be held at the
Williamsburg Marriott, 50 Kingsmill Road, Williamsburg, Virginia, on
April 26, 1995, at 10:00 A.M. local time and at any adjournments
thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. WHEN
PROPERLY EXECUTED, IT WILL BE VOTED FOR ITEMS #1, #2, AND #3 AND
AGAINST THE SHAREHOLDER PROPOSALS IN ITEM #4 UNLESS CONTRARY
INSTRUCTIONS ARE INDICATED ON THE REVERSE SIDE.
Dated ..............., 1995
...........................
...........................
SIGNATURE OF PLAN PARTICIPANT
/ / Check here if you plan to
attend the Annual Meeting.
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
<PAGE> 34
[MAP OF WILLIAMSBURG AREA SHOWING LOCATION OF MEETING SITE]
PLEASE DETACH PROXY HERE, SIGN AND MAIL
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
ANHEUSER-BUSCH COMPANIES, INC. PROXY
DIRECTORS RECOMMEND A VOTE FOR
1. / / FOR the election of Pablo Aramburuzabala O., August A. Busch III,
Peter M. Flanigan, Andrew C. Taylor, and Douglas A. Warner III,
as Directors
/ / WITHHOLD authority to vote for ALL of the above nominees
/ / WITHHOLD authority to vote for the following nominees only:
-----------------------------------------------------------
-----------------------------------------------------------
2. Approval of the Officer Bonus Plan
FOR AGAINST ABSTAIN
/ / / / / /
3. Approval of the appointment of Price Waterhouse as independent
auditors for 1995:
FOR AGAINST ABSTAIN
/ / / / / /
DIRECTORS RECOMMEND A VOTE AGAINST
4. A. Shareholder proposal on Retirement Plan for
Non-Employee Directors
FOR AGAINST ABSTAIN
/ / / / / /
B. Shareholder proposal on Beer Marketing Report
FOR AGAINST ABSTAIN
/ / / / / /
5. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
BE SURE TO SIGN AND DATE THE REVERSE SIDE OF THIS FORM.
<PAGE> 35
ANHEUSER-BUSCH COMPANIES, INC.
April 4, 1995
Dear Shareholder(s):
The time is approaching for the Annual Meeting of the Shareholders of
Anheuser-Busch Companies, Inc. on April 26, 1995, and our vote
tabulator has not yet received your Proxy.
It is important that your shares be represented at the meeting. We
urge you to sign and mail the enclosed duplicate Proxy as soon as
possible.
IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE MARK THE APPROPRIATE
BOX ON THE PROXY FORM BELOW.
Sincerely,
/s/ August A. Busch III
PLEASE DETACH PROXY HERE, SIGN AND MAIL
- ------------------------------------------------------------------------
The undersigned hereby appoints August A. Busch III, John E. Jacob, and
JoBeth G. Brown as proxies, each with the power of substitution, and
hereby authorizes them to represent and to vote, as designated on the
reverse side of this form, all of the shares of stock that the
undersigned would be entitled to vote upon the matters set forth in the
Notice of Meeting or which may properly come before the Annual Meeting
of Shareholders of Anheuser-Busch Companies, Inc. to be held at the
Williamsburg Marriott, 50 Kingsmill Road, Williamsburg, Virginia, on
April 26, 1995, at 10:00 A.M. local time and at any adjournments
thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. WHEN
PROPERLY EXECUTED, IT WILL BE VOTED FOR ITEMS #1, #2, AND #3 AND
AGAINST THE SHAREHOLDER PROPOSALS IN ITEM #4 UNLESS CONTRARY
INSTRUCTIONS ARE INDICATED ON THE REVERSE SIDE.
Dated ..............., 1995
...........................
...........................
SIGNATURE OF SHAREHOLDER(S)
(Sign exactly as your name
or names appear at the
left; in the case of shares
held by joint owners, all
joint owners should sign;
fiduciaries should indicate
title and authority.)
/ / Check here if you plan to
attend the Annual Meeting.
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
<PAGE> 36
PLEASE DETACH PROXY HERE, SIGN AND MAIL
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
ANHEUSER-BUSCH COMPANIES, INC. PROXY
DIRECTORS RECOMMEND A VOTE FOR
1. / / FOR the election of Pablo Aramburuzabala O., August A. Busch III,
Peter M. Flanigan, Andrew C. Taylor, and Douglas A. Warner III,
as Directors
/ / WITHHOLD authority to vote for ALL of the above nominees
/ / WITHHOLD authority to vote for the following nominees only:
-----------------------------------------------------------
-----------------------------------------------------------
2. Approval of the Officer Bonus Plan
FOR AGAINST ABSTAIN
/ / / / / /
3. Approval of the appointment of Price Waterhouse as independent
auditors for 1995:
FOR AGAINST ABSTAIN
/ / / / / /
DIRECTORS RECOMMEND A VOTE AGAINST
4. A. Shareholder proposal on Retirement Plan for
Non-Employee Directors
FOR AGAINST ABSTAIN
/ / / / / /
B. Shareholder proposal on Beer Marketing Report
FOR AGAINST ABSTAIN
/ / / / / /
5. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
BE SURE TO SIGN AND DATE THE REVERSE SIDE OF THIS FORM.
