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[CORPORATE LOGO] ANHEUSER-BUSCH COMPANIES, INC.
DEBT SECURITIES
Anheuser-Busch Companies, Inc. (the "Company") intends to issue from time
to time its debt securities (the "Debt Securities") at an aggregate initial
offering price not to exceed $340,000,000 (or, if the principal of the Debt
Securities is payable in a foreign currency, the equivalent thereof at the time
of offering), which will be offered on terms to be determined at the time of
sale. The accompanying Prospectus Supplement (the "Prospectus Supplement")
sets forth the specific terms of the Series of Debt Securities (the "Series")
in respect of which this Prospectus is being delivered, including the
designation of the Debt Securities, the aggregate principal amount offered, the
rate or rates of interest or the provisions for determining such rate or rates
and the time of payment thereof, maturity, currency of payment, offering price,
terms relating to redemption (whether mandatory or at the option of the Company
or the holder) and information as to listing on any securities exchange.
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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. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The Debt Securities will be sold directly, through agents designated by
the Company from time to time or through underwriters or dealers designated by
the Company. If any agents of the Company or any dealers or underwriters are
involved in the sale of the Series of Debt Securities in respect of which this
Prospectus is being delivered, the names of such agents, dealers or
underwriters and any applicable agent's commission, dealer's purchase price or
underwriter's discount are set forth in or may be calculated from the
Prospectus Supplement. The net proceeds to the Company from such sale will be
the purchase price of such Series of Debt Securities less such commission in
the case of an agent, the purchase price of such Series of Debt Securities in
the case of a dealer or the public offering price less such discount in the
case of an underwriter and less, in each case, other attributable issuance
expenses. See "Plan of Distribution" for possible indemnification arrangements
for the agents, dealers and underwriters.
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The date of this Prospectus is February 9, 1995.
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TABLE OF CONTENTS
Available Information . 2 Description of Debt
Incorporation of Securities . . . . . . . 3
Documents by Reference . 2 Plan of Distribution . . 8
The Company . . . . . . 3 Legal Opinion . . . . . 9
Use of Proceeds . . . . 3 Experts . . . . . . . . 9
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549;
and at the following Regional Offices of the Commission: 500 West Madison
Street, Suite 1400, Chicago, Illinois, 60661; and Seven World Trade Center,
Suite 1300, New York, New York 10048; and copies of such material can be
obtained from the public reference facilities of the Commission, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. Such
material can also be inspected and copied at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, N.Y. 10005, on which certain of the
Company's securities are listed.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission (File No. 1-7823) are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993, filed pursuant to Section 13 of the Securities
Exchange Act of 1934.
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994, June 30, 1994 and September 30, 1994, filed pursuant
to Section 13 of the Securities Exchange Act of 1934.
3. The Company's Reports on Form 8-K filed February 24 and November
7, 1994 pursuant to Section 13 of the Securities Exchange Act of 1934.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the
termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF
THIS PROSPECTUS HAS BEEN DELIVERED, ON REQUEST, A COPY OF ANY OF THE DOCUMENTS
REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS DOCUMENT BY
REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES
SHOULD BE DIRECTED TO THE SECRETARY, ANHEUSER-BUSCH COMPANIES, INC., ONE BUSCH
PLACE, ST. LOUIS, MISSOURI 63118, TELEPHONE (314) 577-2000.
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THE COMPANY
The Company is a holding company whose subsidiaries include the world's
largest brewing organization. Other subsidiaries of the Company conduct
various business operations in beer-related activities, food products and
family entertainment. The Company was organized in 1979 as the holding company
parent of Anheuser-Busch, Incorporated ("ABI"), a Missouri corporation whose
origins date back to 1875.
The Company's principal product is beer, produced and distributed by ABI
in a variety of containers primarily under the brand names Budweiser, Michelob,
Bud Ice, Busch, Bud Light, Michelob Light, Busch Light, Bud Ice Light, Natural
Light, Michelob Classic Dark, Bud Dry, Michelob Dry, King Cobra and O'Doul's (a
non-alcoholic malt beverage). The Company is the exclusive importer into the
U.S. from Denmark of Carlsberg and Carlsberg Light beers and Elephant Malt
Liquor. Other subsidiaries of the Company operate in the beer-related areas of
container manufacturing and recycling, malt and rice production, international
beer brewing and marketing, metalized and paper label manufacturing and
transportation services.
Campbell Taggart, Inc., a wholly-owned subsidiary of the Company, is a
holding company whose operating subsidiaries are involved primarily in the
production and distribution of bakery products in domestic and international
markets. Eagle Snacks, Inc., a wholly-owned subsidiary of the Company,
produces and distributes a line of snack food products.
Busch Entertainment Corporation ("BEC"), a wholly-owned subsidiary of the
Company, operates Busch Gardens theme parks in Williamsburg, Virginia and
Tampa, Florida; Adventure Island in Tampa, Florida; and Sesame Place in
Philadelphia, Pennsylvania. BEC also operates four Sea World parks located in
Orlando, Florida, San Antonio, Texas, Aurora, Ohio and San Diego, California;
Cypress Gardens in Winter Haven, Florida; and the Baseball City Sports Complex
near Orlando, Florida. The Company is also the parent corporation of the St.
Louis National Baseball Club, Inc. (St. Louis Cardinals) and, through another
subsidiary, owns Busch Stadium and other properties in downtown St. Louis.
The Company's principal office is at One Busch Place, St. Louis, Missouri
63118 and its telephone number is 314-577-2000.
USE OF PROCEEDS
The Company intends to add the net proceeds from the sale of the Debt
Securities to the general funds of the Company to be used for general corporate
purposes, including payment of short-term debt, payment of working capital
expenses and capital expenditures. Prior to such application, such net
proceeds may be invested in short or intermediate term securities. Except as
may be indicated in a Prospectus Supplement delivered together with this
Prospectus, no specific determination as to the use of the proceeds of the
Securities in respect of which this Prospectus is being delivered has been
made.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under the Indenture dated as of
September 1, 1992 (the "Indenture") between the Company and Chemical Bank, as
trustee (the "Trustee"). A copy of the Indenture is filed as an exhibit to the
Registration Statement which has been filed with the Commission relating to the
Debt Securities. The following is a summary of certain provisions of the
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Indenture and does not purport to be complete. Reference is made to the
Indenture for a complete statement of such provisions. Certain capitalized
terms used below are defined in the Indenture and have the meanings given to
them in the Indenture. Section references are to the Indenture.
GENERAL
The Indenture provides for the issuance by the Company from time to time
of its Securities in one or more Series which may consist of one or more
Issues. An Issue of Securities will consist of Securities having the same
interest rate, maturity and issue date. The Indenture does not limit the
amount of Securities which may be issued thereunder, and provides that the
specific terms of any Series of Securities shall be set forth in, or determined
pursuant to, an Authorizing Resolution of the Board of Directors of the Company
or in a supplemental indenture, if any, relating to such Series (Section 301).
The specific terms of the Series of Securities in respect of which this
Prospectus is being delivered are set forth in the accompanying Prospectus
Supplement relating thereto, including the following:
1. The title of the Series and whether it will consist of more than
one Issue.
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2. The aggregate principal amount of the Securities of the Series.
3. The date or dates on which principal and premium, if any, on
Securities of the Series is payable, and, if applicable, the terms on
which such maturity may be extended.
4. The rate or rates of interest (if any) on the Securities of such
Series (whether floating or fixed), the provisions, if any, for
determining such interest rate or rates and adjustments thereto, the
Interest Payment Dates and the Regular Record Dates with respect thereto.
5. The currency(ies) in which principal, premium, if any, and
interest are payable by the Company, if other than United States dollars.
6. Provisions relating to redemption, at the option of the Company,
pursuant to a Sinking Fund or otherwise, or at the option of a Holder, and
the respective Redemption Dates and redemption prices and the terms and
conditions for such redemption.
7. Additional covenants or Events of Default, if any, with respect
to the Securities of such Series in addition to the covenants and Events
of Default specified in the Indenture.
8. If less than 100% of the principal amount of the Securities of
such Series is payable on acceleration or provable in bankruptcy (which
may be the case for Original Issue Discount Securities), a schedule of the
amounts which would be so payable or provable from time to time.
9. The form of the Securities of such Series, including whether the
Securities of the Series shall be issued in whole or in part in the form
of one or more Global Securities and, in such case, the Depositary or
Depositaries for such Global Security or Securities.
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If not set forth in the accompanying Prospectus Supplement, the specific
terms of the Series or Issue of Debt Securities in respect of which this
Prospectus is being delivered are set forth in an attachment to the
accompanying Prospectus Supplement.
The Debt Securities will be direct and unconditional obligations of the
Company, which will be unsecured and will rank pari passu with all other
unsecured senior indebtedness of the Company outstanding at the time.
Except as otherwise specified in the Authorizing Resolution relating to
the Securities in respect of which this Prospectus is being delivered,
principal and interest on the Securities are to be payable, and the Securities
are to be transferable, at the Corporate Trust Office of the Trustee (450 West
33rd Street, New York, New York), but payment of interest, other than interest
due on a Maturity Date, may be made at the option of the Company by check
mailed to the address of the person entitled thereto as shown on the Security
Register (Sections 202, 301, 305 and 1002). The Securities are to be
registered without coupons in the denomination of $1,000 or any integral
multiple thereof, or in such other currencies or denominations as may be
specified in, or pursuant to, the Authorizing Resolution relating to a Series
of Securities (Section 302). No service charge will be made for any transfer
or exchange of Securities, except any tax or other governmental charges that
may be imposed in connection therewith (Section 305).
INDEBTEDNESS; DIVIDENDS; SECURITY PURCHASES
The Indenture does not limit the amount of unsecured indebtedness of the
Company or limit the payment of dividends or the acquisition of the Securities
or any other debt or equity security of the Company (but Funded Debt of
Restricted Subsidiaries is limited as described below under "Limitation on
Funded Debt of Restricted Subsidiaries").
DEFINITIONS
For purposes of the Indenture covenants described below:
"Funded Debt" means, generally, indebtedness for money borrowed maturing
more than 12 months from the date of determination or extendable beyond 12
months from such date at the option of the borrower, and direct guarantees of
such indebtedness of other Persons, subject to certain exceptions, including
exceptions for capitalized lease obligations and indirect guarantees and
contingent obligations in respect of indebtedness of other Persons, which
exception includes agreements to purchase or repurchase obligations of other
Persons, agreements to provide funds to or invest in other Persons, agreements
to pay for property, products or services of other Persons and any demand
charge, throughput, take-or-pay, keep-well, make-whole or maintenance of
working capital or earnings or similar agreements.
"Net Tangible Assets" means the total assets of the Company and its
Restricted Subsidiaries (including, with respect to the Company, its net
investment in Unrestricted Subsidiaries) after deducting therefrom (a) all
current
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liabilities (excluding any thereof constituting Funded Debt by reason of being
renewable or extendable) and (b) all goodwill, trade names, trademarks,
patents, unamortized debt discount and expense, organization and developmental
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expenses and other like segregated intangibles, all as computed by the Company
in accordance with generally accepted accounting principles as of a date within
90 days of the date as of which the determination is being made; provided, that
any items constituting deferred income taxes, deferred investment tax credit or
other similar items shall not be taken into account as a liability or as a
deduction from or adjustment to total assets.
"Principal Plant" means any brewery, or any manufacturing, processing or
packaging plant, now owned or hereafter acquired by the Company or any
Subsidiary, but shall not include any (a) brewery or manufacturing, processing
or packaging plant which the Company shall by Board Resolution have determined
is not of material importance to the total business conducted by the Company
and its Subsidiaries or (b) any plant which the Company shall by Board
Resolution have determined is used primarily for transportation, marketing or
warehousing. Any such determination will be effective as of the date specified
in the applicable Board Resolution.
"Restricted Subsidiary" means (i) any Subsidiary which owns or operates a
Principal Plant, except any Subsidiary incorporated, or the principal place of
business of which is located, outside the United States and (ii) any other
subsidiary which the Company, by Board Resolution, shall elect to be treated as
a Restricted Subsidiary, until such time as the Company may, by further Board
Resolution, elect that such Subsidiary shall no longer be a Restricted
Subsidiary, successive such elections being permitted without restriction. Any
such election will be effective as of the date specified in the applicable
Board Resolution.
"Subsidiary" means any corporation of which more than 50% of the issued
and outstanding stock entitled to vote for the election of directors (otherwise
than by reason of default in dividends) is at the time owned directly or
indirectly by the Company or a Subsidiary or Subsidiaries or by the Company and
a Subsidiary or Subsidiaries (Section 101).
CREATION OF SECURED INDEBTEDNESS
The Indenture provides that the Company will not, nor will it permit any
Restricted Subsidiary to, create, assume, guarantee or suffer to exist any
indebtedness for borrowed money secured by pledge of, or mortgage or lien on,
any of its Principal Plants or on any capital stock of any Restricted
Subsidiary (other than (a) purchase money liens, (b) liens existing at the time
of acquisition of property (including through merger or consolidation), (c)
liens on property of a Restricted Subsidiary existing at the time it becomes a
Restricted Subsidiary, (d) liens to secure the cost of development or
construction of property, or improvements thereon, and which are released or
satisfied within 120 days after completion of the development or construction,
(e) liens in connection with the acquisition or construction of Principal
Plants or additions thereto financed by tax-exempt securities, (f) liens
securing indebtedness owing to the Company or a Restricted Subsidiary by a
Restricted Subsidiary, (g) liens existing at the date of the Indenture, (h)
extensions, renewals or replacements of the liens referred to in clauses (a)
through (g), and (i) as permitted under the provisions described in the
following two paragraphs herein, without effectively providing that the
Securities (together with, if the Company shall so determine, any other
indebtedness of the Company then existing or thereafter created ranking equally
with the Securities and any other indebtedness of such Restricted Subsidiary
then existing or thereafter created) shall be secured by the security for such
secured indebtedness equally and ratably therewith (Section 1006(a)).
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Notwithstanding the provisions referred to in the immediately preceding
paragraph, the Company or any Restricted Subsidiary may, without ratably
securing the Securities, create, assume, guarantee or suffer to exist any
indebtedness which would otherwise be subject to such restrictions, and renew,
extend or replace such indebtedness, provided that the aggregate amount of such
indebtedness, when added to the fair market value of property transferred in
certain sale and leaseback transactions permitted by Section 1007(c) as
described below under "Sale-Leaseback Financings" and the aggregate amount of
certain Funded Debt of Restricted Subsidiaries permitted by Section 1008(b) as
described below under "Limitation on Funded Debt of Restricted Subsidiaries"
(computed without duplication of amounts), does not at the time exceed 10% of
Net Tangible Assets (Section 1006(d)).
If the Company or any Restricted Subsidiary shall merge or consolidate
with, or purchase all or substantially all of the assets of, another
corporation, or the Company shall sell all or substantially all of its assets
to another corporation, and if such other corporation has outstanding
obligations secured by a mortgage or other lien which, by reason of an
after-acquired property clause or similar provision, would extend to any
Principal Plant owned by the Company or such Restricted Subsidiary immediately
prior thereto, the Company or such Restricted Subsidiary, as the case may be,
will in such event be deemed to have created a mortgage or lien, within the
prohibition of the covenant referred to above, unless (i) such merger or
consolidation involving a Restricted Subsidiary constitutes a disposition by
the Company of its interest in the Restricted Subsidiary or (ii) either (a) at
or prior to the effective date of such merger, consolidation, sale or purchase
such lien shall be released of record or satisfied to the extent
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it would extend to such Principal Plant or (b) prior thereto, the Company or
such Restricted Subsidiary shall have created, as security for the Securities
(and, if the Company shall so determine, as security for any other indebtedness
of the Company then existing or thereafter created ranking equally with the
Securities and any other indebtedness of such Restricted Subsidiary then
existing or thereafter created), a valid lien which will rank prior to the lien
of such mortgage or other lien of such other corporation on such Principal
Plant of the Company or such Restricted Subsidiary, as the case may be (Section
1006(b)).
In each instance referred to in the preceding paragraphs where the Company
is obligated to provide security for the Securities (except, for certain issues
of indebtedness, in the case of transactions relating to stock of a Restricted
Subsidiary), the Company would be required to provide comparable security for
other outstanding indebtedness under the indentures and other agreements
relating thereto.
LIMITATION ON FUNDED DEBT OF RESTRICTED SUBSIDIARIES
The Company will not permit any Restricted Subsidiary to create, assume or
permit to exist any Funded Debt other than (i) Funded Debt secured by a
mortgage, pledge or lien which is permitted to such Restricted Subsidiary under
the provisions of Section 1006 described above under "Creation of Secured
Indebtedness", (ii) Funded Debt owed to the Company or any Restricted
Subsidiary, (iii) Funded Debt of a corporation existing at the time it becomes
a Restricted Subsidiary, (iv) Funded Debt created in connection with, or with a
view to, compliance by such Restricted Subsidiary with the requirements of any
program, law, statute or regulation of any federal, state or local governmental
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authority and applicable to such Restricted Subsidiary and providing financial
or tax benefits to such Restricted Subsidiary which are not available directly
to the Company, or not available on as favorable terms, (v) guarantees existing
at the date of the Indenture and (vi) certain guarantees of Funded Debt with
respect to which the Company is liable (Section 1008(a)).
Notwithstanding the provisions referred to in the immediately preceding
paragraph, any Restricted Subsidiary may create, assume or permit to exist
Funded Debt in addition to that permitted by such provisions, and renew, extend
or replace such Funded Debt, provided that at the time of such creation,
assumption, renewal, extension or replacement, and after giving effect thereto,
the aggregate amount of such Funded Debt which would otherwise be subject to
such restriction, together with the aggregate amount of indebtedness for
borrowed money permitted by Section 1006(d) as described above under "Creation
of Secured Indebtedness" and the aggregate amount of the fair market value of
property transferred in sale and leaseback transactions permitted by Section
1007(c) as described below under "Sale-Leaseback Financings" (computed without
duplication of amounts), does not at the time exceed 10% of Net Tangible Assets
(Section 1008(b)).
SALE-LEASEBACK FINANCINGS
The Indenture provides that neither the Company nor any Restricted
Subsidiary will enter into any sale and leaseback transaction involving any
Principal Plant, other than a sale by a Restricted Subsidiary to the Company or
a Restricted Subsidiary or a transaction involving a lease for a temporary
period, not to exceed three years, by the end of which it is intended to
discontinue use of the property, unless (i) the net proceeds of such sale
(including any purchase money mortgages received in connection with such sale)
are at least equal to the fair market value (as determined by Board Resolution)
of such property and (ii) within 120 days of the transfer of title to such
property the Company purchases and retires a principal amount of Securities, or
repays other Funded Debt of the Company, or makes expenditures for the
expansion, construction or acquisition of a Principal Plant, or effects some
combination of such repurchases, repayments and plant expenditures, equal to
the net proceeds received by the Company or such Restricted Subsidiary upon
such sale (Section 1007).
Notwithstanding the restriction referred to in the immediately preceding
paragraph, the Company or any Restricted Subsidiary may transfer property in
sale and leaseback transactions which would otherwise be subject to such
restriction if the aggregate amount of the fair market value of the property so
transferred, when added to the aggregate amount of certain Funded Debt of
Restricted Subsidiaries permitted by Section 1008(d) as described above under
"Limitation on Funded Debt of Restricted Subsidiaries" and the aggregate amount
of indebtedness for borrowed money permitted by Section 1006(d) as described
above under "Creation of Secured Indebtedness" (computed without duplication of
amounts), does not at the time exceed 10% of Net Tangible Assets (Section
1007(c)).
MERGER
The Indenture provides that the Company may not consolidate with or merge
into any other corporation or transfer or lease its properties and assets
substantially as an entirety unless certain conditions are met, including the
assumption of the Securities by any successor corporation to the Company
(Sections 801 and 1006).
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MODIFICATION OF THE INDENTURE
Modifications and amendments of the Indenture may be made by the Company
and the Trustee with consent of the Holders of 66- % in principal amount of the
Outstanding Securities affected thereby (voting as a single class), provided
that no supplemental indenture may reduce the principal amount of or interest
or premium payable on any Security, change the maturity date or dates of the
principal, the interest payment dates or other terms of payment, or reduce the
percentage of Holders necessary to modify or alter the Indenture, without the
consent of each Holder of Outstanding Debt Securities affected thereby (Section
902).
EVENTS OF DEFAULT, NOTICE AND WAIVER
The Indenture defines an Event of Default, with respect to any Issue of
Securities, as: (a) default in the payment of any interest on any Security of
that Issue, continued for 30 days, (b) default in the payment of principal, or
premium, if any, on any Security of that Issue when due, and, in the case of a
principal payment becoming due by reason of an optional redemption by the
Company, continuance of such default for 30 days, (c) default in the deposit of
a required Sinking Fund installment (if any) in respect of such Issue and
continuance of such default for 30 days, (d) default in the performance of any
other covenant of the Company continued for 90 days after written notice by the
Trustee or holders of at least 25% in principal amount of the Outstanding
Securities of all Issues affected thereby, and (e) certain events of
bankruptcy, insolvency or reorganization (Section 501). Additional Events of
Default, if any, applicable to the Series or Issue of Securities in respect of
which this Prospectus is being delivered are specified in the accompanying
Prospectus Supplement.
If there shall occur and be continuing an Event of Default with respect to
the payment of principal or premium, if any, or interest or any Sinking Fund
installment on the Securities of any Issue, the Trustee, or the holders of at
least 25% in principal amount of the Securities of such Issue then Outstanding,
may declare the principal amount of all the Securities of such Issue
immediately due and payable. If there shall occur and be continuing (i) an
Event of Default with respect to any covenant of the Company applicable to the
Securities of any or all Issues or (ii) any other Event of Default referred to
above, other than payment defaults, the Trustee or the Holders of at least 25%
in principal amount of all Securities then Outstanding in respect of which the
Event of Default has occurred (voting as a single class) may declare the
principal amount of all of the Securities so affected immediately due and
payable. The Holders of a majority in principal amount of the Securities then
Outstanding with respect to which a declaration of acceleration has been made
(voting as a single class) may rescind such declaration and the effects thereof
if the default is cured. No Holder of Securities may enforce the Indenture
except in the case of a refusal or neglect of the Trustee to act after notice
of default and after request by the Holders of 25% in principal amount of the
outstanding Securities of any Issue or Series as to which a default has
occurred, and the offer to the Trustee of reasonable indemnity, but this
provision does not prevent any holder of any Security from enforcing payment of
principal or premium, if any, or interest on such holder's Security (Sections
502, 507 and 508).
The Indenture provides that the Trustee will, within 90 days after the
occurrence of a default with respect to any Securities, give to the Holders of
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such Securities notice of all uncured defaults (as defined, not including any
grace periods) known to it; but, except in the case of a payment default on any
of the Securities, the Trustee will be protected in withholding such notice if
it in good faith determines that the withholding of such notice is in the
interest of such Holders (Section 602).
The Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during default to act with the required standard of care,
to be indemnified by the Holders of Securities issued thereunder before
proceeding to exercise any right or power under the Indenture at the request of
such Holders (Section 603(e)). The Indenture provides that the Holders of a
majority in principal amount of the Outstanding Securities of all Series
(voting as a single class) may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred upon the Trustee (Section 512).
The Holders of a majority in principal amount of the Outstanding
Securities of all Series (voting as a single class) may, on behalf of the
Holders of all the Securities, waive certain past defaults except a default in
payment of the principal of, or premium, if any, or interest on any Security
(Section 513). The Holders of 66- % in principal amount of Outstanding
Securities of all Series entitled to the benefits thereof (voting as a single
class) may waive compliance with certain covenants under the Indenture (Section
1010).
The Company is required to furnish to the Trustee, annually, a statement
as to the fulfillment by the Company of its obligations under the Indenture
(Section 1004).
SATISFACTION AND DISCHARGE
The Indenture provides that, at the option of the Company, the Indenture
will be satisfied and discharged and cease to be of further effect (except for
certain rights relating to transfers or exchanges of Securities) if all of the
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Outstanding Securities have been delivered to the Trustee for cancellation,
except for Securities in respect of which the Company has made irrevocable
provision for payment within one year in accordance with the requirements of
the Indenture (Article Four).
REGARDING THE TRUSTEE
Chemical Bank is the Trustee under the Indenture. Chemical Bank also acts
as trustee under the following Indentures between the Company and Chemical
Bank: (a) an Indenture dated as of September 1, 1992 under which there have
been issued $200,000,000 principal amount of 6.90% Notes Due October 1, 2002,
$200,000,000 principal amount of 7 3/8% Debentures Due July 1, 2023 and
$10,000,000 principal amount of Medium - Term Notes; (b) an Indenture dated as
of September 1, 1989 under which there has been issued $241,729,000 principal
amount of 8% Series A Senior Convertible Debentures Due 1996; (c) an Indenture
dated as of August 1, 1987 under which there have been issued $200,000,000
principal amount of 10% Sinking Fund Debentures Due July 1, 2018, $350,000,000
principal amount of 9% Debentures Due December 1, 2009, $250,000,000 principal
amount of 8 % Notes Due December 1, 1999, $100,000,000 principal amount of 8 %
Notes Due July 15, 1995, $225,000,000 principal amount of Medium-Term Notes and
$60,000,000 principal amount of Medium-Term Notes, Second Series; and (d) an
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Indenture dated as of October 1, 1982 under which there have been issued
$150,000,000 principal amount of 8-5/8% Sinking Fund Debentures Due December 1,
2016 and $150,000,000 principal amount of 8 % Sinking Fund Debentures Due March
1, 2017. Chemical Bank also is a party to a credit agreement with the Company,
under which Chemical Bank has committed to lend to the Company a maximum of
$125 million.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities in any of three ways: (i)
through underwriters or dealers; (ii) directly to a limited number of
institutional purchasers or to a single purchaser; or (iii) through agents.
Any such underwriter, dealer or agent may be deemed to be an underwriter within
the meaning of the Securities Act of 1933. The terms of the offering of the
Series of Debt Securities with respect to which this Prospectus is being
delivered are set forth in the Prospectus Supplement which accompanies this
Prospectus, including the name or names of any underwriters, the purchase price
of such Series and the proceeds to the Company from such sale, any underwriting
discounts and other items constituting underwriters' compensation, any initial
public offering price and any discounts or concessions which may be allowed or
reallowed or paid to dealers and any securities exchanges on which the Series
may be listed.
If underwriters are used in the sale, the Debt Securities will be acquired
by the underwriters for their own account and may be resold from time to time
in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale. The
Debt Securities may be offered to the public either through underwriting
syndicates represented by managing underwriters or directly by such managing
underwriters or other firms. Unless otherwise set forth in the Prospectus
Supplement, the obligations of the underwriters to purchase the Debt Securities
described in the accompanying Prospectus Supplement will be subject to certain
conditions precedent and the underwriters will be obligated to purchase all
such Debt Securities if any are purchased. Any initial public offering price
and any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
Debt Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agents involved in the offer
or sale of the Debt Securities in respect of which this Prospectus is being
delivered are named, and any commissions payable by the Company to such agents
are set forth, in the accompanying Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase the Issue or Series of Debt Securities to which this
Prospectus and the Prospectus Supplement relates from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in
the future. Such contracts will be subject only to those conditions set forth
in the Prospectus Supplement, and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.
Agents and underwriters may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of 1933. Agents
<PAGE>
and underwriters may be customers of, engage in transactions with, or perform
services for the Company in the ordinary course of business.
8
LEGAL OPINION
Certain legal matters relating to the Debt Securities are being passed
upon for the Company by its counsel, Armstrong, Teasdale, Schlafly & Davis, One
Metropolitan Square, St. Louis, Missouri 63102.
EXPERTS
The annual consolidated financial statements of the Company incorporated
in this Prospectus by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1993 have been so incorporated in reliance on the
report of Price Waterhouse, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
9
<PAGE>
STATEMENT OF DIFFERENCES
The Prospectus filed herewith will be used along with Supplements from
time to time which describe the terms of, and other matters relating to, the
specific issue or series of Debt Securities being offered. The upper left-hand
corner of the first page of the circulated Prospectus 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.
