SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ANHEUSER-BUSCH COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 43-1162835
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(State of incorporation or organization) (IRS Employer
Identification No.)
One Busch Place, St. Louis, Missouri 63118
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(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
instruction A(c)(1) please check effectiveness of a concurrent
the following line. ____ registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following line. _____
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities to be Registered.
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On October 26, 1994, the Board of Directors of
Anheuser-Busch Companies, Inc. (the "Company") declared a
dividend distribution of one Right for each outstanding share of
common stock, par value $1.00 per share (the "Common Stock"), of
the Company. The distribution was made to stockholders of record
on the close of business on December 27, 1995 (the "Record Date")
promptly following the Record Date. Except as set forth below,
each Right entitles the registered holder to purchase from the
Company one-hundredth of a share of Series B Junior Participating
Preferred Stock, par value $1.00 per share (the "Preferred
Stock"), at a price of $195 per one-hundredth of a share (the
"Purchase Price"), subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and Boatmen's Trust
Company, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) ten business days
following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person"), has
acquired, or obtained the right to acquire, beneficial ownership
of 20% or more of the outstanding shares of Common Stock (the
"Stock Acquisition Date") or (ii) ten business days following the
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commencement of a tender offer or exchange offer if, upon
consummation thereof, such person or group would be the
beneficial owner of 30% or more of such outstanding shares of
Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect
to any of the Common Stock certificates outstanding as of the
Record Date, by such Common Stock certificates. Until the
Distribution Date, the Rights will be transferred with and only
with the Common Stock certificates. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common
Stock certificates issued after the Record Date upon transfer or
new issuance of the Common Stock will contain a notation
incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any certificates for
Common Stock outstanding as of the Record Date will also
constitute the transfer of the Rights associated with the Common
Stock represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing
the Rights (the "Right Certificates") will be mailed to holders
of record of the Common Stock as of the close of business on the
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Distribution Date. From and after the Distribution Date, such
separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire at the close of business on October 31,
2004 (the "Final Expiration Date"), unless earlier redeemed by
the Company as described below.
The Purchase Price payable, and the number of shares of
Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of the
Preferred Stock, (ii) upon the grant to holders of the Preferred
Stock of certain rights or warrants to subscribe for Preferred
Stock or convertible securities at a price less than the current
market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of
indebtedness or assets (excluding regular quarterly cash
dividends) or of subscription rights or warrants (other than
those referred to above).
In the event that the Company is the surviving corporation
in a merger with an Acquiring Person and its Common Stock is not
changed or exchanged, or an Acquiring Person becomes the
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beneficial owner of more than 30% of the then outstanding shares
of Common Stock, proper provision will be made so that each
holder of a Right will thereafter have the right to receive, upon
the exercise thereof at the then current Purchase Price, a number
of shares of Common Stock which at the time of such transaction
would have a market value of two times such Purchase Price except
that, notwithstanding the foregoing, no Right may be exercised
for Common Stock of the Company until the rights have become non-
redeemable, as described below. In the event that, any time
following the Distribution Date, the Company is acquired in a
merger or other business combination transaction or 50% or more
of its assets or earning power is sold, proper provision will be
made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current
Purchase Price, a number of shares of common stock of the
acquiring company which at the time of such transaction would
have a market value of two times such Purchase Price. Any of the
events described in this paragraph is defined as a "Triggering
Event." Following the occurrence of any of the above-mentioned
Triggering Events, any Rights that are or were beneficially owned
by the Acquiring Person will be null and void.
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With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. The Company is
not required to issue fractional shares of Preferred Stock
(except fractions that are integral multiples of one-hundredth of
a share of Preferred Stock), and in lieu thereof the Company may
make an adjustment in cash based on the market price of the
Preferred Stock on the last trading date prior to the date of
exercise.
At any time until the earlier of (i) the tenth business day
following the Stock Acquisition Date or (ii) the Final Expiration
Date, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price").
Immediately upon the action of the Board of Directors of the
Company ordering redemption of the Rights, the right to exercise
Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.
The terms of the Rights may be amended in certain respects
by the Board of Directors of the Company.
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Each outstanding share of Common Stock on the close of
business on December 27, 1995 received one Right, and the Company
issued one Right for each share of Common Stock issued after the
Record Date so that all such shares had attached Rights. On
September 12, 1996, the Company will split each outstanding share
of Common Stock on a two for one basis. Under the terms of the
Rights Agreement, the stock split will cause an adjustment to the
allocation of the Rights so that each outstanding share of Common
Stock, and each share of Common Stock issued after the record
date of the stock split and prior to the Distribution Date, will
receive one-half of a Right. The stock split causes no other
changes in the Rights. 4,000,000 shares of Preferred Stock have
been reserved for issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that
attempts to acquire the Company without conditioning the offer on
a substantial number of Rights being acquired. The Rights should
not interfere with any merger or other business combination
approved by the Board of Directors of the Company since the Board
of Directors may, at its option, at any time prior to the close
of business on the earlier of (i) the tenth business day
following the Stock Acquisition Date or (ii) the Final Expiration
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Date, redeem all but not less than all the then outstanding
Rights at the Redemption Price.
The form of Rights Agreement between the Company and the
Rights Agent specifying the terms of the Rights, which includes
as Exhibit A the form of Right Certificate, is incorporated
herein by reference. The foregoing description of the Rights
does not purport to be complete and is qualified in its entirety
by reference to such Exhibit.
Item 2. Exhibits.
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(1) Form of Rights Agreement, dated as of October 26,
1994 between Anheuser-Busch Companies, Inc. and
Boatmen's Trust Company which includes as Exhibit A
the Form of Right Certificate (incorporated by
reference to Exhibit 4 to Form 8-K of Anheuser-
Busch Companies, Inc. filed November 7, 1994).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
ANHEUSER-BUSCH COMPANIES, INC.
/s/JoBeth G. Brown
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JoBeth G. Brown
Vice President and Secretary
Date: August 2, 1996
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