<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 / / Confidential, for Use of the
Commission Only (as permitted by
/X/ Definitive Proxy Statement Rule 14a-6(e)(2))
/ / 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)
----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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 transaction applies:
---------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (Set forth the amount on which
the filing fee is calculated and state how it was determined.)
---------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 2
ANHEUSER-BUSCH COMPANIES, INC.
NOTICE OF 1996
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 11, 1996
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 24, 1996, in St. Louis, Missouri.
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 24th.
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 24, 1996
The Annual Meeting of the Shareholders of Anheuser-Busch Companies, Inc.
(the ``Company'') will be held at the Fox Theatre, 527 North Grand Boulevard,
St. Louis, Missouri, on Wednesday, April 24, 1996, 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 employment of Price Waterhouse LLP, as independent
accountants, to audit the books and accounts of the Company for 1996;
3. To consider, if presented at the meeting, a proposal submitted by
certain shareholders as described on pages 8-10 in the proxy
statement; and
4. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on February 29, 1996,
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, One Busch Place, St.
Louis, Missouri 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 11, 1996
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 offices 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 11, 1996.
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 Item 2, and against the shareholder proposal
included in Item 3 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 29, 1996,
are entitled to vote at the meeting. On such record date the Company had
outstanding and entitled to vote 253,637,524 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 12/31/95 ON 12/31/95
- ---------------- -------------- ------------
<S> <C> <C>
Boatmen's Bancshares, Inc. and its subsidiaries 14,608,559<FA> 5.8%
100 N. Broadway
St. Louis, MO 63102
<FN>
- -------
<FA> Boatmen's Bancshares, Inc. and its subsidiaries have sole voting power as
to 7,027,212 shares, shared voting power as to 6,828,646 shares, sole
investment power as to 4,749,164 shares, and shared investment power as to
7,323,607 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 II expires with this Annual Meeting. The terms of
directors of Group III and Group I expire with the Annual Meetings in 1997
and 1998, respectively.
The following information is submitted respecting the nominees for election
and the other directors of the Company:
<TABLE>
<CAPTION>
NOMINEES FOR ELECTION AT THIS MEETING TO A TERM EXPIRING IN 1999 (GROUP II DIRECTORS):
<S> <C>
JOHN E. JACOB
Mr. Jacob, 61, has been a director since 1990. He has been Executive
[PHOTO OF Vice President and Chief Communications Officer of the Company since
MR. JACOB] 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. and LTV
Corporation. Mr. Jacob is a member of the Finance and Shareholder
Meetings Committees.
CHARLES F. KNIGHT
Mr. Knight, 60, has been a director since 1987. He is Chairman of the
[PHOTO OF Board, Chief Executive Officer, and President of Emerson Electric Co., a
MR. KNIGHT] manufacturer of electrical and electronic equipment. He has been
Chairman of the Board and Chief Executive Officer since 1973 and
President since March 1995. 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
Dr. Mobley, 70, has been a director since 1981. She has been Dean of the
[PHOTO OF School of Business and Industry at Florida A & M University since 1974.
DR. MOBLEY] She is also a director of Champion International Corporation, Dean
Witter, Discover & Co., Hershey Foods Corporation, and SBC
Communications, Inc. Dr. Mobley is a member of the Audit, Conflict of
Interest, and Pension Committees.
JAMES B. ORTHWEIN
Mr. Orthwein, 71, has been a director since 1963. He served as Chairman
[PHOTO OF of the Board and Chief Executive Officer of the advertising agency
MR. ORTHWEIN] 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 Executive and
Nominating Committees.
WILLIAM H. WEBSTER
Judge Webster, 72, has been a director since 1991. He has been a partner
[PHOTO OF in the law firm of Milbank, Tweed, Hadley & McCloy since September 1991.
JUDGE WEBSTER] 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,
Conflict of Interest, Executive Salaries, and Stock Option Plans
Committees.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THESE NOMINEES.
3
<PAGE> 7
DIRECTORS WHOSE TERM CONTINUES UNTIL 1997 (GROUP III DIRECTORS):
ANDREW B. CRAIG III
Mr. Craig, 64, has been a director since 1990. He is Chairman of the
[PHOTO OF Board and Chief Executive Officer of Boatmen's Bancshares, Inc. He has
MR. CRAIG] 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 Stock Option Plans
Committees.
BERNARD A. EDISON
Mr. Edison, 67, has been a director since 1985. He was President of
[PHOTO OF Edison Brothers Stores, Inc., a group of retail specialty stores, from
MR. EDISON] 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. and
Reinsurance Group of America, Inc. Mr. Edison is Chairman of the Audit,
Executive Salaries, and Stock Option Plans Committees and is a member of
the Executive and Shareholder Meetings Committees.
VERNON R. LOUCKS, JR.
Mr. Loucks, 61, has been a director since 1988. He is Chairman of the
[PHOTO OF Board and Chief Executive Officer of Baxter International Inc., a
MR. LOUCKS] 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, Stock
Option Plans, and Nominating Committees.
VILMA S. MARTINEZ
Ms. Martinez, 52, has been a director since 1983. She has been a partner
[PHOTO OF in the law firm of Munger, Tolles & Olson since 1982. She is also a
MS. MARTINEZ] director of Fluor Corporation and Sanwa Bank California. Ms. Martinez is
a member of the Executive Salaries, Finance, Pension, and Stock Option
Plans Committees.
EDWARD E. WHITACRE, JR.
Mr. Whitacre, 54, has been a director since 1988. He has been Chairman
[PHOTO OF of the Board and Chief Executive Officer of SBC Communications, Inc.
MR. WHITACRE] (formerly Southwestern Bell Corporation) since 1990. He is also a
director of Burlington Northern Sante Fe Corporation, Emerson Electric
Co., and The May Department Stores Company. Mr. Whitacre is Chairman of
the Pension and Nominating Committees and is a member of the Audit,
Executive, and Finance Committees.
4
<PAGE> 8
DIRECTORS WHOSE TERM CONTINUES UNTIL 1998 (GROUP I DIRECTORS):
AUGUST A. BUSCH III
Mr. Busch, 58, has been a director since 1963. He is Chairman of the
[PHOTO OF Board and President of the Company. He has been President since 1974,
MR. BUSCH] 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.
CARLOS FERNANDEZ G.
Mr. Fernandez, 29, has been a director since February 1996. He is a Vice
[PHOTO OF Chairman of the Board of Directors of Grupo Modelo, S.A. de C.V., a
MR. FERNANDEZ] Mexican company engaged in brewing and related operations which position
he has held since 1994. During the last five years he has also served
and continues to serve in key positions of the major production
subsidiaries of Grupo Modelo, including Executive Vice President since
1994 and Chief Operating Officer since 1992.
PETER M. FLANIGAN
Mr. Flanigan, 72, has been a director since 1978. He is a Director of
[PHOTO OF the investment banking firm of Dillon, Read & Co. Inc., where he was a
MR. FLANIGAN] Managing Director from 1975-1992. Mr. Flanigan is a member of the
Executive, Finance, Nominating, and Pension Committees.
ANDREW C. TAYLOR
Mr. Taylor, 48, has been a director since April 1995. He is President
[PHOTO OF and Chief Executive Officer of Enterprise Rent-A-Car Company
MR. TAYLOR] (``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. He is a member of the Audit and Finance Committees.
DOUGLAS A. WARNER III
Mr. Warner, 49, has been a director since 1992. He has been Chairman of
[PHOTO OF the Board of J. P. Morgan & Co. Incorporated (``Morgan'') and Morgan
MR. WARNER] 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 Audit, Finance,
and Pension Committees.
</TABLE>
5
<PAGE> 9
SECURITIES OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
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 2.2% of the common stock outstanding. Individuals have sole voting
and investment power over the stock unless otherwise indicated in the footnotes.
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
COMMON STOCK DEFERRED
NAME BENEFICIALLY OWNED UNITS<F1>
- ----------------------------------------------------------------------- ------------------ ---------
<S> <C> <C>
August A. Busch III.................................................... 1,719,614<F2> --
Andrew B. Craig III.................................................... 2,000 1,125
Bernard A. Edison...................................................... 0<F3> 18,858
Carlos Fernandez G..................................................... 1,100 --
Peter M. Flanigan...................................................... 641,046<F4> --
Jaime Iglesias......................................................... 118,924<F5> --
John E. Jacob.......................................................... 23,563<F6> 2,485
Charles F. Knight...................................................... 8,000 11,206
Vernon R. Loucks, Jr................................................... 1,000 916
Vilma S. Martinez...................................................... 124 2,355
Sybil C. Mobley........................................................ 744 699
James B. Orthwein...................................................... 1,301,704<F7> --
John H. Purnell........................................................ 169,254<F8> --
Jerry E. Ritter........................................................ 211,194<F9> --
Patrick T. Stokes...................................................... 376,303<F10> --
Andrew C. Taylor....................................................... 2,595 360
Douglas A. Warner III.................................................. 1,000 561
William H. Webster..................................................... 1,000<F11> 1,083
Edward E. Whitacre, Jr................................................. 1,000 --
All directors and executive officers as a group (28 persons)........... 5,491,887<F12>
<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 510,026 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. 50,823 shares beneficially owned by
Mr. Busch's wife are not included.
<F3> 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.
<F4> 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.
<F5> The number of shares includes 96,824 shares that are subject to currently
exercisable stock options or stock options that will become exercisable
upon Mr. Iglesias' retirement.
<F6> The number of shares includes 23,334 shares that are subject to currently
exercisable stock options.
<F7> Of the shares shown, Mr. Orthwein has shared voting and shared investment
power as to 165,668 shares.
<F8> The number of shares includes 139,136 shares that are subject to
currently exercisable stock options. 15,000 shares owned by Mr.
Purnell's wife are not included.
<F9> The number of shares includes 143,905 shares that are subject to
currently exercisable stock options. 10,000 shares owned by Mr.
Ritter's wife are not included.
<F10> The number of shares includes 269,805 shares that are subject to
currently exercisable stock options.
<F11> Judge Webster has shared voting and shared investment power with respect
to the shares shown.
<F12> The number of shares stated includes 1,785,946 shares that are subject to
currently exercisable stock options or stock options that become
exercisable within 60 days and 512,016 shares that are referred to in
Note 2. The directors and executive officers as a group have sole
voting and sole investment power as to 2,194,065 shares and shared
voting and shared investment power as to 924,527 shares. 105,101 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 1995 the Board of Directors held 10 meetings. No current
director who served during 1995 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
retainer of $40,000, which each director may elect to receive in stock, cash, or
a combination of stock and cash. Each non-employee director also receives a fee
of $1,400 for each Board of Directors meeting attended or dispensed with and a
fee of $1,200 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.
In December 1995, the Board of Directors voted to terminate the retirement
plan for non-employee directors. The retirement plan provided a monthly
retirement benefit for life for (a) non-employee directors who served for at
least five years and who retired in accordance with the Board's retirement
policy and (b) non-employee directors who, without regard to length of service,
retired because of disability. The amount of the monthly benefit was one-
twelfth of the annual fee for directors in effect on the director's retirement
date. As a result of the plan termination, an amount equal to the present
value of the projected benefit for each then current director was credited to
the director's deferred compensation account.
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 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 1995 the Committee held five meetings.
7
<PAGE> 11
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. During 1995
the committee held one meeting.
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 1995 the
Committee held two meetings. The Committee's report on 1995 executive
compensation is on pages 10-13.
August A. Busch III and James B. Orthwein are first cousins. See ``Other
Transactions Involving Directors, Officers, or Their Associates,'' pages 17-18,
for additional information concerning certain of the directors.
APPROVAL OF INDEPENDENT ACCOUNTANTS
(ITEM 2 ON PROXY CARD)
Action will be taken with respect to the approval of independent
accountants for the Company for the year 1996. 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.
SHAREHOLDER PROPOSAL
(ITEM 3 ON PROXY CARD)
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 a co-sponsor whose name,
address, 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.
------------------------
Whereas:
Our Company has adopted The Brewing Industry Advertising Code (revised in
1992), which prohibits advertising that encourages drinking by underage
minors. Company spokespeople have repeatedly stated that our Company does
not market to underage minors and opposes sales to and consumption by
underage 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.
8
<PAGE> 12
Our Company uses advertising themes which research has shown are especially
attractive to youth, including the use of sexual appeals, sports figures,
and portrayals of risky activities.
Recent Company promotions use animated frogs and ants, Halloween symbols,
balloons, stickers and other materials which are attractive to young
children.
Our Company employs marketing media, prime-time broadcast spots, billboards
and point-of-sale promotions that reach millions of underage minors.
Federally-funded research shows that young children readily 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
believe 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, 1997, which includes a complete
statement regarding methodologies used, investigations, and
recommendations regarding the following:
An estimate of the size of the unintended underage audience exposed to
Company beer promotions, especially broadcast ads, point-of-sale materials
and billboards;
An estimate of the amount and percentage of the Company's beer sales that
are consumed by underage 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.
Supporting Statement
Beer is the alcoholic beverage of choice among underage 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 increased risk of other drug use. Over 30% of
high school seniors are binge drinkers, and the age of first drink is less
than 13 years. If you believe our Company's beer marketing should not appeal
to underage minors vote YES for this resolution.
------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS RESOLUTION.
The Company notes that almost identical proposals have been presented to
the shareholders twice before, and both times, in excess of 93% of the shares
voted were voted against the proposals.
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 is committed to addressing
the problem of underage drinking and has been the alcohol beverage industry
leader in efforts to fight alcohol abuse.
The Company notes that independent federally funded research has been
tracking drinking by high school seniors for twenty years. Although this
problem remains serious, underage drinking among this group has generally
trended downward and is at lower levels today than when this study was first
initiated in 1975. To continue this progress, the Company believes that its
efforts are best invested in the education and awareness initiatives it
currently has underway.
Through its ``Know When To Say When'' and ``Let's Stop Underage Drinking
Before It Starts'' campaigns, Anheuser-Busch has invested over $160 million
dollars in a comprehensive portfolio of programs to fight
9
<PAGE> 13
underage drinking and drunk driving, and to encourage adults to drink in
moderation. These efforts include national advertising to raise public
awareness about these issues.
Programs to fight underage drinking are provided to the public free of
charge, and include: ``Family Talk About Drinking,'' two guidebooks and a video
designed to help parents prevent underage drinking; ``Stepping Into
Adolescence,'' a curriculum supplement to teach middle school students to
resist peer pressure; ``Make the Right Call,'' a high school lecture series
on underage drinking and drunk driving; ``Check In To a Winning Life,'' a
presentation for high school and college students on developing key decision-
making skills; and ``Caring Connections,'' a program designed for adult
mentors to help young people from troubled homes. The Company's initiatives
also include efforts to discourage sales to minors through programs for those
who sell and serve alcohol. Efforts in this area include the ``Drivers
License I.D.'' booklet, which features photos of valid licenses from all 50
states; server training programs such as ``TIPS'' (Training for Intervention
Procedures by Servers of Alcohol); and ``We ID,'' which encourages servers
and sales clerks to check IDs.
In addition to these educational efforts, the Company recognizes the
important role that parents, law enforcement officials and opinion leaders play
in the fight against alcohol abuse. For that reason, the Company works with its
approximately 900 independently owned distributors across the country to
implement these programs in communities nationwide, and with parents, college
groups, sports teams and people who sell and serve beer. The Company has also
formed partnerships with the California Highway Patrol, the Maryland Department
of Transportation and the Maryland State Troopers Association, the Washington
State Patrol, the four branches of our nation's armed services, 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.
Underway since 1982, these programs are annually reviewed and updated to
reflect the environment in which we live and transact our business. In addition
to its own efforts, the Company also works on these issues with the Beer
Institute, which is an organization made up of the nation's brewers.
The Company 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. Nonetheless, the Brewing Industry's Advertising Code (``BIA
Code''), which the Company follows, specifically states that beer advertising
and marketing materials are intended for adults of legal purchase age who
choose to drink, and that they should not be placed in magazines, newspapers,
television programs, radio programs, or other media where most of the audience
is reasonably expected to be below the legal purchase age. Further, marketing
to minors is also prohibited by the Company's College Marketing Guidelines, as
well as the federal and state laws and network advertising standards and
practices to which Anheuser-Busch adheres. A copy of the BIA Code and College
Marketing Guidelines are given to every brewery employee, wholesale
distributor and outside agency whose responsibilities include advertising and
marketing beer.
With respect to the specific issues that the proponents seek to have
addressed in a management report, it is the Company's position that such a
report is not a good use of its resources or funds. Instead, 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. Further,
the Company believes that to continue the progress that has been made against
underage drinking, its resources are best invested in the extensive education
and awareness efforts it has underway.
THEREFORE, YOUR BOARD RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
EXECUTIVE COMPENSATION
REPORT OF THE EXECUTIVE SALARIES COMMITTEE
AND THE STOCK OPTION PLANS COMMITTEE
The Executive Salaries Committee has the responsibility of recommending to
the Board of Directors appropriate salaries and other compensation for
executive officers and administering the Officer Bonus Plan. The Stock Option
Plans Committee administers the Company's stock option program. Both committees
(hereafter referred to as the ``Committee'') have identical membership
consisting entirely of outside directors.
10
<PAGE> 14
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.
1995 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, earnings,
and cash flow per share growth; market share gains; return to
shareholders (see charts on page 14); 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 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 the consulting
firm 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. The consulting firm 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.
* 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 520%. Mr. Busch's
total compensation for 1995 is at the market level for total
compensation among the comparison group.
SALARY:
The Company does not have an employment agreement with Mr. Busch 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, earnings and cash flow per share growth, returns
on capital and equity, and total
11
<PAGE> 15
returns to shareholders. Actual salary determination is subjective in that
there are no specific weightings for the variables considered. Mr. Busch's
1995 base salary of $995,000 was within 1% of the 50th percentile market
level of salaries for CEOs in the comparable group of companies.
Salaries for other executive officers were targeted at the market level
where appropriate benchmarks were available. Actual 1995 salaries varied
considerably among the 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 performance and potential future
contributions were subjectively evaluated.
BONUS:
1995 bonuses for Mr. Busch, 13 other executive officers (not including Mr.
Iglesias), and 39 other officers were paid under the Officer Bonus Plan (the
``Plan''), which was approved by shareholders at the 1995 Annual Meeting. The
Plan authorizes the Committee to establish programs that allow payment of cash
bonuses to participants based on pre-established minimum performance goals for
designated performance periods. Pursuant to the Plan, in February 1995 the
Committee adopted the 1995 Officer Bonus Program (``1995 Program''), which
established a minimum performance goal and a formula for determining a maximum
bonus pool, both of which were based on pretax earnings of the Company for 1995
exclusive of certain non-recurring items. The Committee also determined a bonus
formula for allocating the pool among the participants in which amounts for
participants were expressed as a percentage of the total pool.
In February 1996 the Committee certified that the 1995 performance goal was
met and approved individual bonuses. In view of several strategic decisions
made by the Company during 1995 that resulted in a significant charge against
earnings, the Committee, through the exercise of discretion, approved bonus
payments totalling substantially less than the maximum available in the bonus
pool. Due to regulations of the Internal Revenue Service and provisions of the
Plan and 1995 Program, any adjustments to the bonuses for the participating
executives named in the summary compensation table on page 13 could only be
reductions from the amounts determined by formula. Bonuses for other
participants were determined after subjectively taking into consideration
individual performance toward corporate or divisional objectives. Mr. Busch's
bonus of $616,000 is 50% lower than his 1994 bonus. The aggregate of 1995
officer bonuses is 39% lower than 1994 bonuses.
The 1995 bonus for Mr. Iglesias was determined by a formula based on the
performance of the Company's European baking operations relative to the
operations' budget.
LONG TERM INCENTIVES:
As indicated previously, stock options are the Company's only long term
incentive. In past years, long term incentives have been substantially below
the levels found at the comparable companies. Stock option awards are made to
approximately 765 middle and upper level managers, including Mr. Busch and
other executive officers. The size of awards is subjectively determined by the
Committee based on position, responsibilities, and individual performance,
subject to plan limits. The amount and terms of prior option grants are
reviewed but are not explicitly considered in determining the size of
individual awards. In 1995, the Committee decided to increase the size of
awards to executive officers by approximately 100% to move closer to the
market level for long term incentives. The Committee granted Mr. Busch options
for 194,961 shares under the 1989 Incentive Stock Plan, compared to the
100,000 he was granted in 1994.
POLICY ON DEDUCTIBILITY OF COMPENSATION EXPENSES
The Company is not allowed a deduction for certain compensation paid to
certain executive officers in excess of $1 million, except to the extent such
excess constitutes performance-based compensation. The Committee considers its
primary goal is to design compensation strategies that further the best
interests of the Company and its shareholders. To the extent they are not
inconsistent with that goal, the Committee will attempt where practical to use
compensation policies and programs that preserve the deductibility of
compensation expenses.
12
<PAGE> 16
Stock options granted under the 1989 Incentive Stock Plan and bonuses paid
pursuant to the Officer Bonus Plan are designed to qualify as performance-based
compensation.
Bernard A. Edison--Chairman
Andrew B. Craig III Vernon R. Loucks, Jr.
Vilma S. Martinez William H. Webster
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Busch is a member of the Human Resources Committee of SBC
Communications Inc. Mr. Whitacre, an Executive Officer of SBC Communications
Inc., is a Director of the Company.
Mr. Ritter, an Executive Officer of the Company, is a member of the Board
of Directors of Boatmen's Bancshares, Inc. Mr. Craig, an Executive Officer of
Boatmen's Bancshares, is a member of the Company's Executive Salaries and Stock
Option Plans Committees.
During 1995 the law firm of Munger, Tolles & Olson, of which Ms. Martinez
is a partner, provided legal services to the Company.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
COMPENSATION
------------- ALL
ANNUAL COMPENSATION AWARDS OF OTHER
------------------------- STOCK COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($)<F*> BONUS ($)<F*> OPTIONS (#) ($)<F**>
--------------------------- ---- -------------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
A. A. Busch III 1995 995,000 616,000 194,961 80,237
Chairman of the Board and President 1994 940,000 1,232,000 100,000 87,425
1993 940,000 896,000 100,000 42,497
J. E. Ritter 1995 550,000 284,000 94,961 40,195
Executive Vice President--Chief 1994 523,000 568,000 50,000 42,864
Financial and Administrative Officer 1993 523,000 433,000 50,000 23,002
P. T. Stokes 1995 565,000 250,000 94,961 37,148
Vice President and Group Executive 1994 523,000 500,000 50,000 38,149
1993 523,000 355,000 50,000 17,532
J. H. Purnell 1995 400,000 132,500 54,961 33,146
Vice President and Group Executive 1994 350,000 265,000 40,000 38,365
1993 318,000 221,000 40,000 20,555
J. Iglesias<F***> 1995 303,027 224,250 0 1,791
President--International Operations 1994 275,580 174,571 10,000 1,602
Campbell Taggart, Inc. 1993 292,716 235,121 10,000 10,192
<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 deferred 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 1995 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
$46,881 for Mr. Busch, $25,918 for Mr. Ritter, $26,631 for Mr.
Stokes and $18,835 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 $25,827 for Mr. Busch, $14,277
for Mr. Ritter, $10,517 for Mr. Stokes, $8,723 for Mr. Purnell and
$1,791 for Mr. Iglesias.
<FC> Payment of director fees from subsidiary or affiliated companies
of $7,529 for Mr. Busch and $5,588 for Mr. Purnell.
<F***> A portion of Mr. Iglesias' compensation was paid in Spanish pesetas.
Such compensation has been included at the year-end exchange rate for
bonus and at the average exchange rate for the year for salary and other
compensation.
</TABLE>
13
<PAGE> 17
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]
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Anheuser-Busch $100.0 $125.8 $163.3 $157.3 $196.2 $224.3 $327.1 $317.8 $274.4 $292.7 $395.4
S&P 500 100.0 118.6 124.8 145.3 191.3 185.3 241.5 259.9 286.0 289.9 398.4
Russell Large Cap Index 100.0 118.3 126.5 145.8 195.1 199.3 256.8 266.8 285.4 296.1 420.8
- -----------------------------------------------------------------------------------------------------------------------------------
</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]
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Anheuser-Busch $100.0 $145.9 $141.7 $122.4 $130.5 $176.3
S&P 500 100.0 130.3 140.3 154.3 156.4 215.0
Russell Large Cap Index 100.0 128.8 133.9 143.2 148.6 211.1
- -------------------------------------------------------------------------------
<FN>
- -------
<F*> Assumes $100 invested on December 31 of first year of chart in
Anheuser-Busch Companies, Inc. Common Stock, S&P 500 Index and Russell
Large Cap Index and that all dividends were reinvested.
<F**> Because only one of the other six leading domestic brewers is an
independent publicly traded company, the Company has elected to
compare shareholder returns with the Russell Large Cap Index. This
index is comprised of the 50 largest publicly held United States
companies, based on market capitalization. Over most of the periods
shown, the Company has been included in the index.
<F***> Compound Annual Growth Rate.
</TABLE>
14
<PAGE> 18
OPTION GRANTS IN 1995
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT ASSUMED
ANNUAL RATES OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS<F1> FOR OPTION TERM<F2>
--------------------------------------------- ----------------------------------------
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED
UNDERLYING TO EXERCISE
OPTIONS EMPLOYEES PRICE EXPIRATION
NAME GRANTED (#) IN 1995<F3> ($/SH) DATE 0% 5% 10%
---- ------------ ----------- -------- ----------- --- -- --
<S> <C> <C> <C> <C> <C> <C> <C>
A. A. Busch III............. 194,961 6.9% $65.75 12/19/05 $0 $ 8,061,602 $ 20,429,684
J. E. Ritter................ 94,961 3.3 65.75 12/19/05 0 3,926,620 9,950,827
P. T. Stokes................ 94,961 3.3 65.75 12/19/05 0 3,926,620 9,950,827
J. H. Purnell............... 54,961 1.9 65.75 12/19/05 0 2,272,627 5,759,284
J. Iglesias................. 0 0 -- -- -- -- --
All Shareholders............ N/A N/A N/A N/A 0 10,502,849,200 26,616,304,400
All Optionees............... 2,843,107 100.0 65.75 12/19/05 0<F4> 117,561,906 297,925,202
Optionee Gain as %
of All Shareholders
Gain...................... N/A N/A N/A N/A N/A 1.1% 1.1%
<FN>
- -------
<F1> All options granted to the named officers were granted on December 20,
1995. The options become exercisable in three equal parts on the first,
second, and third anniversaries of the grant date; however, the Stock
Option Plans 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
1995 to the named officers were: Mr. Busch III, 193,441; Mr. Ritter,
93,441; Mr. Stokes, 93,441; and Mr. Purnell; 53,441.
<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. Potential realizable values for all shareholders are based on 254.0
million shares outstanding at December 31, 1995 and a per share price of
$65.75.
<F3> Based on 2,843,107 options granted to 765 employees during 1995.
<F4> No gain to the optionees is possible without an increase in stock price,
which will benefit all shareholders commensurately. A zero percent stock
price appreciation will result in zero dollars for the optionee.
</TABLE>
15
<PAGE> 19
<TABLE>
AGGREGATED OPTION EXERCISES IN 1995 AND 1995 YEAR-END OPTION VALUES
<CAPTION>
NUMBER OF
SECURITIES VALUE OF UNEXER-
UNDERLYING CISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
12/31/95 (#) 12/31/95 ($)<F1><F2>
SHARES ------------- --------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($)<F1> UNEXERCISABLE UNEXERCISABLE
- ------------------------------------------------- ------------ ---------------- ------------- -------------
<S> <C> <C> <C> <C>
A. A. Busch III.................................. 6,260 211,685 510,026/ 11,847,414/
294,959 1,962,101
J. E. Ritter..................................... 167,300 4,213,300 143,905/ 2,606,671/
144,960 977,743
P. T. Stokes..................................... 37,180 885,859 269,805/ 6,337,977/
144,960 977,743
J. H. Purnell.................................... 62,690 1,310,335 139,136/ 2,876,082/
94,959 754,601
J. Iglesias...................................... 19,100 587,513 86,826/ 2,215,364/
9,998 170,589
<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 12/29/95
($67.0625).
</TABLE>
<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
16
<PAGE> 20
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--38 years and $2,227,000; Mr. Ritter--28 years
and $1,118,000; Mr. Stokes--27 years and $1,065,000; and Mr. Purnell--31 years
and $665,000.
In lieu of participation in these plans, Mr. Iglesias is covered by a
retirement plan for certain officers and key management employees of a Spanish
subsidiary. A lump sum payment equal to a participant's final annual base
salary plus the average of his annual bonus for the three years preceding
retirement will be made upon retirement, provided such participant has served
as an employee for 15 years or more and has attained the age of 65. Mr.
Iglesias has announced his intention to retire in March 1996. His expected
retirement benefit will be 58,015,618 pesetas ($478,282 based on the year-end
exchange rate).
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. Carlos
Fernandez G. is Vice Chairman 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. Fernandez's
wife and certain 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. Fernandez is the
representative of Grupo Modelo for this purpose. He replaces Pablo
Aramburuzabala O., who served as Grupo Modelo's representative on the Company's
Board of Directors from July 1993 until his death in December 1995.
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
17
<PAGE> 21
Company and the Trustees entered into an agreement under which, effective with
the year 1994, the Company will 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 1995, the
Trustees received, in the aggregate, from the Company under the Lease: (1)
basic rent of $201,890, (2) $278,754 as their share of the Company's income
from concession operations, and (3) $1,297,365 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 1995, ABI paid or will pay under this lease $27,971 as annual rental and
$209,713 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.
Anheuser-Busch, Incorporated 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 $39,326,757 of products from ABI during 1995. Percy
Orthwein is Chairman of the Board and James B. Orthwein, Jr. 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 $19,482,187
of products from ABI during 1995. 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 1995 and are expected to provide similar services to the Company during
1996.
The Company occasionally uses the personal aircraft of Mr. Busch III for
Company business. During 1995, the Company reimbursed Mr. Busch $98,847 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.
18
<PAGE> 22
SHAREHOLDER PROPOSALS FOR 1997
For inclusion in the Company's Proxy Statement and form of proxy, any
shareholder proposals intended to be presented at the 1997 Annual Meeting must
be received by the Company at its principal executive offices no later than
November 11, 1996.
Shareholders who do not submit proposals for inclusion in the Proxy
Statement but who intend to submit a proposal at the 1997 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
24, 1997 and not later than February 23, 1997. 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 11, 1996
19
<PAGE> 23
ADMISSION TICKET
[LOGO] ANHEUSER-BUSCH COMPANIES, INC.
ANNUAL MEETING OF SHAREHOLDERS
Wednesday, April 24, 1996, 10:00 A.M. (local time)
at the Fox Theatre
527 North Grand Boulevard, St. Louis, Missouri
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 24, 1996. The number of shares shown on the proxy form represents
the number of shares with respect to which you are entitled to direct the
voting because of your account under one or more of these plans. 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 18, 1996. If your executed proxy is not
received by April 18, 1996, shares as to which you are entitled to direct
voting will be voted as described in the following paragraph.
Your interest in a plan which is invested in the Company stock fund is
measured in terms of share equivalents. Your share equivalents closely
approximate the number of shares as to which you are entitled to direct the
voting. If you do not return your proxy form, the plan trustee will vote shares
you are entitled to vote in the same proportion as shares for which the trustee
receives voting instructions from other participants in that 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. Keep in mind that you will not
be able to vote any plan shares at the meeting; only the Plan trustee can vote
these shares as described above.
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 Fox Theatre, 527 North Grand Boulevard, St.
Louis, Missouri, on April 24, 1996, 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 AND #2, AND AGAINST THE SHAREHOLDER
PROPOSAL IN ITEM #3 UNLESS CONTRARY INSTRUCTIONS ARE INDICATED ON THE REVERSE
SIDE.
Dated ------------------------------------------, 1996
------------------------------------------------------
------------------------------------------------------
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> 24
[MAP]
PLEASE DETACH PROXY HERE, SIGN AND MAIL
- -------------------------------------------------------------------------------
ANHEUSER-BUSCH COMPANIES, INC. PROXY
- -------------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE FOR
- -------------------------------------------------------------------------------
1. Election of Directors
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees
listed below
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name on the list below.)
John E. Jacob Charles F. Knight Sybil C. Mobley
James B. Orthwein William H. Webster
2. Approval of the appointment of Price Waterhouse as independent auditors for
1996:
FOR AGAINST ABSTAIN
/ / / / / /
- -------------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE AGAINST
- -------------------------------------------------------------------------------
3. Shareholder proposal on Beer Marketing Report
FOR AGAINST ABSTAIN
/ / / / / /
- -------------------------------------------------------------------------------
4. 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> 25
ADMISSION TICKET
[LOGO] ANHEUSER-BUSCH COMPANIES, INC.
ANNUAL MEETING OF SHAREHOLDERS
Wednesday, April 24, 1996, 10:00 A.M. (local time)
at the Fox Theatre
527 North Grand Boulevard, St. Louis, Missouri
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 Fox Theatre, 527 North Grand Boulevard, St. Louis, Missouri, on
April 24, 1996, 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 AND #2, AND AGAINST THE SHAREHOLDER
PROPOSAL IN ITEM #3 UNLESS CONTRARY INSTRUCTIONS ARE INDICATED ON THE REVERSE
SIDE.
Dated -----------------------------------------, 1996
------------------------------------------------------
------------------------------------------------------
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> 26
[MAP]
PLEASE DETACH PROXY HERE, SIGN AND MAIL
- -------------------------------------------------------------------------------
ANHEUSER-BUSCH COMPANIES, INC. PROXY
- -------------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE FOR
- -------------------------------------------------------------------------------
1. Election of Directors
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees
listed below
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name on the list below.)
John E. Jacob Charles F. Knight Sybil C. Mobley
James B. Orthwein William H. Webster
2. Approval of the appointment of Price Waterhouse as independent auditors for
1996:
FOR AGAINST ABSTAIN
/ / / / / /
- -------------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE AGAINST
- -------------------------------------------------------------------------------
3. Shareholder proposal on Beer Marketing Report
FOR AGAINST ABSTAIN
/ / / / / /
- -------------------------------------------------------------------------------
4. 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> 27
[LOGO]ANHEUSER-BUSCH COMPANIES, INC.
April 4, 1996
Dear Shareholder(s):
The time is approaching for the Annual Meeting of the Shareholders of
Anheuser-Busch Companies, Inc. on April 24, 1996, 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 Fox Theatre, 527 North Grand Boulevard, St. Louis, Missouri, on
April 24, 1996, 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 AND #2, AND AGAINST THE SHAREHOLDER
PROPOSAL IN ITEM #3 UNLESS CONTRARY INSTRUCTIONS ARE INDICATED ON THE REVERSE
SIDE.
Dated -----------------------------------------, 1996
------------------------------------------------------
------------------------------------------------------
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> 28
PLEASE DETACH PROXY HERE, SIGN AND MAIL
- -------------------------------------------------------------------------------
ANHEUSER-BUSCH COMPANIES, INC. PROXY
- -------------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE FOR
- -------------------------------------------------------------------------------
1. Election of Directors
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees
listed below
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name on the list below.)
John E. Jacob Charles F. Knight Sybil C. Mobley
James B. Orthwein William H. Webster
2. Approval of the appointment of Price Waterhouse as independent auditors for
1996:
FOR AGAINST ABSTAIN
/ / / / / /
- -------------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE AGAINST
- -------------------------------------------------------------------------------
3. Shareholder proposal on Beer Marketing Report
FOR AGAINST ABSTAIN
/ / / / / /
- -------------------------------------------------------------------------------
4. 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.
