PROSPECTUS SUPPLEMENT
(To Prospectus dated February 9, 1995)
[LOGO] $200,000,000
ANHEUSER-BUSCH COMPANIES, INC.
6.75% Notes Due June 1, 2005
(Interest payable June 1 and December 1)
------------------------
The Notes will be redeemable at the option of the Company at any time on
or after June 1, 2002, in whole or in part, upon not fewer than 30 days' nor
more than 60 days' notice, at 100% of the principal amount thereof plus accrued
interest to the redemption date.
The Notes will be issued and registered only in the name of Cede & Co., as
nominee for The Depository Trust Company, New York, New York (DTC), as
registered owner of all of the Notes, to which principal and interest payments
on the Notes will be made. Individual purchases will be made only in
book entry form (as described herein). Purchasers of such book entry interests
in the Notes will not receive physical delivery of certificates and must
maintain an account with a broker, dealer or bank that participates in DTC's
book entry system. See "Book Entry Notes".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public <F1> Commissions <F2> Company <F3>
------------ ---------------- ------------
<S> <C> <C> <C>
Per Note . . . . . . . 99.225% .650% 98.575%
Total . . . . . . . . . $198,450,000 $1,300,000 $197,150,000
<FN>
<F1> Plus accrued interest, if any, from June 5, 1995.
<F2> The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
<F3> Before deducting expenses payable by the Company estimated at $100,000.
</FN>
</TABLE>
------------------------
The Notes are being offered by the Underwriters as set forth under
"Underwriting" herein. It is expected that the Notes will be delivered in
book entry form only, on or about June 5, 1995, through the facilities of The
Depository Trust Company, against payment therefor in New York funds. The
Underwriters are:
DILLON, READ & CO. INC.
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
MERRILL LYNCH & CO.
The date of this Prospectus Supplement is May 25, 1995.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
------------------------
DESCRIPTION OF NOTES
The Notes offered hereby by Anheuser-Busch Companies, Inc. (the "Company")
are to be issued under an Indenture dated as of September 1, 1992 (the
"Indenture"), which is more fully described in the accompanying Prospectus
under "Description of Debt Securities".
The Notes will bear interest at the rate of 6.75% per annum from June 5,
1995 payable initially on December 1, 1995 and payable semi-annually thereafter
on each subsequent June 1 and December 1. Interest will be paid to the persons
in whose names the Notes are registered at the close of business on May 15 or
November 15 preceding the payment date.
The Notes will be issued in book-entry form, as a single Note registered
in the name of the nominee of The Depository Trust Company, which will act as
Depositary, or in the name of the Depositary. Beneficial interests in book-
entry Notes will be shown on, and transfers thereof will be effected only
through, records maintained by the Depositary and its participants. Except as
described below under "Book-Entry Notes", owners of beneficial interests in a
global Note will not be considered the Holders thereof and will not be entitled
to receive physical delivery of Notes in definitive form.
The Notes will be redeemable at the option of the Company at any time on
or after June 1, 2002, in whole or in part, upon not fewer than 30 days' nor
more than 60 days' notice, at 100% of the principal amount thereof together
with accrued interest to the date fixed for redemption.
BOOK-ENTRY NOTES
The Notes will be issued in book-entry form (Book-Entry Notes), which will
be represented by a single global Note, and which will be deposited with, or on
behalf of, The Depository Trust Company, as depositary (the "Depositary"), and
will be registered in the name of the Depositary or a nominee of the
Depositary.
Ownership of beneficial interests in a global Note will be limited to
participants and to persons that may hold interests through institutions that
have accounts with the Depositary ("participants"). Ownership of beneficial
interests by participants in a global Note will be shown on, and the transfer
of that ownership interest will be effected only through, records maintained by
the Depositary for such global Note. Ownership of beneficial interests in such
global Note by persons that hold through participants will be shown on, and the
transfer of that ownership interest within such participant will be effected
only through, records maintained by such participant.
Payment of principal of and any premium and interest on Book-Entry Notes
represented by such global Note will be made to the Depositary or its nominee,
as the case may be, as the sole registered owner and the sole Holder of the
Book-Entry Notes represented thereby for all purposes under the Indenture. The
Company, the Trustee and their agents will not have any responsibility or
liability for any aspect of the Depositary's records relating to or payments
made on account of beneficial ownership interests in a global Note representing
any Book-Entry Notes or for maintaining, supervising or reviewing any of the
Depositary's records relating to such beneficial ownership interests.
The Company has been advised by the Depositary that upon receipt of any
payment of principal of or any premium or interest on such global Note, the
Depositary will immediately credit, on its book-entry registration and transfer
system, the accounts of participants with payments in amounts proportionate to
their respective beneficial interests in the principal amount of such global
Note as shown on the records of the Depositary. Payments by participants to
owners of beneficial interests in the global Note held through such
participants will be governed by standing instructions and customary practices,
as is now the case with securities held for customer accounts registered in
"street name", and will be the sole responsibility of such participants.
S-2
The global Note may not be transferred except as a whole by a nominee of
the Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor of the Depositary or a nominee of
such successor.
The global Note representing Book-Entry Notes is exchangeable for
definitive Notes in registered form, bearing interest (if any) at the same rate
or pursuant to the same formula, having the same date of issuance, redemption
provisions, stated maturity and other terms and of differing denominations
aggregating a like amount, only if (x) the Depositary notifies the Company that
it is unwilling or unable to continue as Depositary for such global Note or if
at any time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended (the Exchange Act), and the Company
does not appoint a successor Depository within 90 days or (y) the Company
approves such exchange. In that event, the global Note will be exchangeable
for definitive Notes in registered form, bearing interest at the same rate,
having the same date of issuance, redemption provisions, stated maturity and
other terms and of differing denominations aggregating a like principal amount.
Such definitive Notes will be registered in the names of the owners of the
beneficial interests in the global Notes as provided by the Depositary's
participants.
Except as provided above, owners of beneficial interests in such global
Note will not be entitled to receive physical delivery of Notes in definitive
form and will not be considered the Holders thereof for any purpose under the
Indenture, and the global Note representing Book-Entry Notes will not be
exchangeable. Accordingly, each person owning a beneficial interest in such
global Note must rely on the procedures of the Depositary and, if such person
is not a participant, on the procedures of the participant through which such
person owns its interest, to exercise any rights of a Holder under the
Indenture. The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a global Note.
The Depositary may grant proxies and otherwise authorize participants to
give or take any request, demand, authorization, direction, notice, consent,
waiver or other action which a Holder is entitled to give or take under the
Indenture. The Company understands that under existing industry practices, in
the event that the Company requests any action of Holders or that an owner of a
beneficial interest in such a global Note desires to give or take any action
which a Holder is entitled to give or take under the Indenture, the Depositary
would authorize the participants holding the relevant beneficial interests to
give or take such action, and such participants would authorize beneficial
owners owning through such participants to give or take such action or would
otherwise act upon the instructions of beneficial owners owning through them.
The Depositary has advised the Company that the Depositary is a limited-
purpose trust company organized under the laws of the State of New York, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered under the Exchange Act. The Depositary was created to hold the
securities of its participants and to facilitate the clearance and settlement
of securities transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. The
Depositary's participants include securities brokers and dealers (including the
Underwriters), banks, trust companies, clearing corporations, and certain other
organizations some of whom (and/or their representatives) own the Depositary.
Access to the Depositary's book-entry system is also available to others, such
as banks, brokers, dealers and trust companies that clear through or maintain a
custodian relationship with a participant, either directly or indirectly.
S-3
UNDERWRITING
The names of the Underwriters of the Notes, and the principal amount
thereof which each has severally agreed to purchase from the Company, subject
to the terms and conditions specified in the Underwriting Agreement dated May
25, 1995 and the related Terms Agreement dated May 25, 1995, are as follows:
<TABLE>
<CAPTION>
Principal
Amount of
Underwriter Notes
- ----------- ------------
<S> . . . . . . . . . . . . . . . . . . . . . . . . . . <C>
Dillon, Read & Co. Inc. . . . . . . . . . . . . . . . . $ 50,000,000
Goldman, Sachs & Co. . . . . . . . . . . . . . . . . . 50,000,000
J.P. Morgan Securities Inc. . . . . . . . . . . . . . . 50,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated . . 50,000,000
------------
Total $200,000,000
============
</TABLE>
Dillon, Read & Co. Inc. is the lead manager. Goldman, Sachs & Co., J.P.
Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated
are co-managers.
If any Notes are purchased by the Underwriters, all Notes will be so
purchased. The Underwriting Agreement contains provisions whereby, if any
Underwriter defaults in an obligation to purchase Notes and if the aggregate
obligations of all Underwriters so defaulting do not exceed $20,000,000
principal amount of Notes, the remaining Underwriters, or some of them, must
assume such obligations.
The Notes are being initially offered severally by the Underwriters for
sale directly to the public at the price set forth on the cover hereof under
"Price to Public" and to certain dealers at such price less a concession not in
excess of .40% of the principal amount. The respective Underwriters may allow,
and such dealers may reallow, a concession not exceeding .25% of the principal
amount on sales to certain other dealers. The offering of Notes is made for
delivery when, as and if accepted by the Underwriters and subject to prior sale
and to withdrawal, cancellation or modification of the offer without notice.
The Underwriters reserve the right to reject any order for the purchase of
Notes. After the initial public offering, the public offering price and other
selling terms may be changed by the Underwriters.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
Mr. Peter M. Flanigan, a director of the Company, is a Director of Dillon,
Read & Co. Inc. Dillon, Read & Co. Inc. has provided from time to time, and
expects in the future to provide, investment banking services to the Company,
for which it has received and will receive customary fees and commissions.
Mr. Douglas A. Warner III, a director of the Company, is the President,
Chief Executive Officer and Chairman of the Board of Directors of J.P. Morgan &
Co. Incorporated, the parent corporation of J.P. Morgan Securities Inc. In the
ordinary course of their respective businesses, J.P. Morgan Securities Inc. and
certain of its affiliates have engaged, and expect in the future to engage, in
investment banking or commercial banking transactions with the Company.
USE OF PROCEEDS
The net proceeds from the sale of the Notes will be applied by the Company
for general corporate purposes, which may include share repurchases, possible
acquisitions and either domestic and/or international investments.
S-4
============================== ==============================
No dealer, salesman or any
other person has been
authorized to give any
information or to make any
representations other than ANHEUSER-BUSCH
those contained in this COMPANIES, INC.
Prospectus Supplement and the
accompanying Prospectus in
connection with the offer ----------------
contained in this Prospectus
Supplement and the
accompanying Prospectus, and,
if given or made, such other
information or representations $200,000,000
must not be relied upon as
having been authorized by the 6.75% Notes
Company or the Underwriters.
This Prospectus Supplement and Due June 1, 2005
the accompanying Prospectus do
not constitute an offer by the
Company or by any Underwriter
to sell securities in any
state to any person to whom it
is unlawful for the Company or
such Underwriter to make such
offer in such state. Neither
the delivery of this
Prospectus Supplement and the
accompanying Prospectus nor
any sale made hereunder shall, [LOGO]
under any circumstances,
create an implication that
there has been no change in
the affairs of the Company
since the date hereof.
----------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page
----
Description of Notes . . S-2
Book-Entry Notes . . . . S-2 ----------------
Underwriting . . . . . . S-4
Use of Proceeds . . . . . S-4 PROSPECTUS SUPPLEMENT
PROSPECTUS ----------------
Available Information . . . 2
Incorporation of Documents
by Reference . . . . . . . 2
The Company . . . . . . . . 3
Use of Proceeds . . . . . . 3
Description of Debt Dillon, Read & Co. Inc.
Securities . . . . . . . . 3 Goldman, Sachs & Co.
Plan of Distribution . . . 8 J.P. Morgan Securities Inc.
Legal Opinion . . . . . . . 9 Merrill Lynch & Co.
Experts . . . . . . . . . . 9
============================== ==============================
STATEMENT OF DIFFERENCES
The Prospectus Supplement filed herewith will be attached to and made a
part of the February 9, 1995 Prospectus and will comprise the Prospectus
Supplement. The upper left-hand corner of the outside front cover of the
circulated Prospectus Supplement, and the right-hand column of the back cover
beneath the words "Due June 1, 2005," each will contain a one inch square
corporate logo of Anheuser-Busch Companies, Inc. The corporate logo consists
of a silver "A" and a white eagle on a blue background.
