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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) FEBRUARY 28, 1996
ANHEUSER-BUSCH COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 1-7823 431162835
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE (IRS EMPLOYER
INCORPORATION) NUMBER) IDENTIFICATION NO.)
ONE BUSCH PLACE, ST. LOUIS, MISSOURI 63118
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (314) 577-2000
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ITEM 2 - CHANGES IN SECURITIES
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On February 28, 1996, pursuant to the previously announced plan
to spin-off 100% of the company's wholly owned subsidiary, The
Earthgrains Company (formerly named Campbell Taggart, Inc.), the
Board of Directors of Anheuser-Busch Companies, Inc. approved a
distribution to shareholders of all the outstanding shares of
common stock of Earthgrains. The distribution was effective
March 26, 1996. Each shareholder of record as of March 19, 1996,
received one share of Earthgrains common stock for every
twenty-five shares of Anheuser-Busch common stock held.
In connection with the spin-off, Anheuser-Busch received a
payment of $80 million from Earthgrains in partial settlement of
an intercompany receivable. The attached pro forma condensed
consolidated financial statements assume receipt by
Anheuser-Busch of the $80 million payment and distribution to
shareholders of shares of Earthgrains common stock.
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ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
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Page of This Report
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(A) Pro Forma Condensed Financial Information
Pro Forma Consolidated Balance Sheet at December 31, 1995 4
Pro Forma Consolidated Statement of Income for the Year
Ended December 31, 1995 5
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ANHEUSER-BUSCH COMPANIES, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The historical consolidated financial statements of Anheuser-Busch
Companies, Inc. include as Discontinued Operations the net investment in,
and operating results of the businesses constituting The Earthgrains
Company (formerly known as Campbell Taggart, Inc.). The pro forma
condensed consolidated balance sheet (unaudited) as of December 31, 1995
has been prepared assuming the spin-off of Earthgrains and distribution of
related shares occurred as of that date. The pro forma condensed
consolidated statement of income (unaudited) for the year ended December
31, 1995, has been prepared assuming the spin-off and distribution occurred
as of January 1, 1995. The pro forma financial statements have been
prepared by adjusting the historical statements for the estimated effect of
transactions which might have occurred had the spin-off and distribution
been effected as of the dates indicated.
<TABLE>
ANHEUSER-BUSCH COMPANIES, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995
UNAUDITED
(DOLLARS IN MILLIONS)
<CAPTION>
Anheuser-Busch
Anheuser-Busch Pro Forma Companies,Inc.
Companies, Inc. Adjustments Pro Forma
--------------- ----------- ---------------
<S> <C> <C> <C>
ASSETS
Current Assets......................... $1,510.6 - $1,510.6
Investments and Other Assets........... 1,553.3 $67.0 (a) 1,620.3
Investment in Discontinued Operations.. 764.0 (67.0) (a) -
(697.0) (b)
Plant and Equipment.................... 6,763.0 - 6,763.0
--------- ---------- --------
Total.............................. $10,590.9 $(697.0) $9,893.9
========= ========== ========
LIABILITIES & SHAREHOLDERS EQUITY
Current Liabilities.................... $1,242.0 - $1,242.0
Postretirement Benefits................ 512.1 - 512.1
Long-Term Debt......................... 3,270.1 $(80.0) (c) 3,190.1
Deferred Income Taxes.................. 1,132.8 - 1,132.8
Common Stock and Other Shareholders Equity 4,433.9 (697.0) (b) 3,816.9
80.0 (c)
--------- ---------- --------
Total............................. $10,590.9 $(697.0) $9,893.9
========= ========== ========
<FN>
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(a) To reflect the transfer of net pension plan assets related to pension
liabilities retained by Anheuser-Busch.
(b) To reflect the distribution of Earthgrains shares to Anheuser-Busch
shareholders.
(c) To reflect the repayment of debt by Anheuser-Busch using proceeds
from the Earthgrains intercompany receivable payment.
</TABLE>
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ANHEUSER-BUSCH COMPANIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
YEAR-ENDED DECEMBER 31, 1995
UNAUDITED
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
Anheuser-Busch
Companies,Inc.
Anheuser-Busch Pro Forma Pro Forma
Companies,Inc. Adjustments Results
-------------- ----------- --------------
<S> <C> <C> <C>
Net Sales............................................ $10,340.5 - $10,340.5
Cost of Products and Services........................ 6,791.0 $(8.4) (a) 6,782.6
Marketing, Distribution, Administrative and
Other Expenses, Net.................................. 1,701.9 (3.6) (a) 1,694.3
(4.0) (b)
Shutdown of Tampa Brewery............................ 160.0 - 160.0
Interest Expense, net................................ 225.9 (4.8) (c) 221.1
--------- ----------- ---------
Income Before Income Taxes........................... 1,461.7 20.8 1,482.5
Provision for Income Taxes........................... 575.1 7.9 (d) 583.0
--------- ----------- ---------
Income From Continuing Operations.................... $886.6 $12.9 $899.5
========= =========== =========
Earnings Per Share From Continuing Operations:
Primary........................................... $3.44 $3.49
========= ========
Fully Diluted..................................... $3.42 $3.47
========= ========
Weighted Average Shares Outstanding:
Primary........................................... 257.9 257.9
========= ========
Fully Diluted..................................... 262.2 262.2
========= ========
<FN>
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(a) To reflect FAS 87 income related to the retention of assets and
liabilities by the Anheuser-Busch Companies Pension Plan.
(b) To eliminate administrative expenses incurred by Anheuser-Busch on
behalf of Earthgrains.
(c) To reflect the reduction of interest expense due to debt repayment
using the intercompany receivable payment received from Earthgrains.
Assumes $80 million was received January 1, 1995.
(d) To reflect the tax effect of the pro forma adjustments.
</TABLE>
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ANHEUSER-BUSCH COMPANIES, INC.
(Registrant)
BY: /s/Gerald C. Thayer
-------------------------------
Gerald C. Thayer
Vice President and Controller
Dated: April 8, 1996
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