<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 (Amendment No. )
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 Materials Pursuant to Rule 14a-11(c) or Rule 14a-12
- ------------------------------------------------------------------------
(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/ No Fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
- ------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- ------------------------------------------------------------------------
(3) Filing Party:
- ------------------------------------------------------------------------
(4) Date Filed:
- ------------------------------------------------------------------------
<PAGE> 2
[ LOGO ] ANHEUSER-BUSCH COMPANIES, INC.
NOTICE OF 1997
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
[ LOGO ] ANHEUSER-BUSCH COMPANIES, INC.
March 10, 1997
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 23, 1997, in Houston, Texas.
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 23rd.
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 23, 1997
The Annual Meeting of the Shareholders of Anheuser-Busch Companies, Inc.
(the "Company") will be held at the George R. Brown Convention Center, 1001
Avenida de las Americas, Houston, Texas, on Wednesday, April 23, 1997, 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 1997;
3. To consider, if presented at the meeting, a proposal submitted by a
shareholder as described on pages 9-11 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 28,
1997, 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, 775
Gellhorn, Houston, Texas 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 B. BROWN
JoBeth G. Brown
Vice President and Secretary
March 10, 1997
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 10, 1997.
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 Company has been advised that a shareholder intends to introduce
two proposals at the Annual Meeting. The first proposal is that, if the Company
intends to close or sell any wholly-owned domestic subsidiary, such
operation would be offered for sale to the impacted employees before any
other action is taken, and that the Company would subsidize reasonable
expenses of a feasibility study related to such transaction. The second
proposal would require the Company to engage a consultant to review its labor
and customer relations policies and report the results at the 1998 Annual
Meeting. The Company received notice of such proposals subsequent to the
deadline for submitting shareholder proposals for the Annual Meeting, and,
as provided by the applicable rules under the Securities Exchange Act of
1934, such proposals have not been included on the proxy card for the Annual
Meeting. If such resolutions are properly introduced at the Annual Meeting
and are voted upon, the proxies solicited hereby will be voted AGAINST such
resolutions.
The Company knows of no other matters to come before the meeting. If any
other matters properly come before the meeting, the proxies solicited hereby
will be voted on such matters by the Proxy Committee in a manner that the
members of the Committee (in their judgment) consider to be in the best
interests of the shareholders.
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.
2
<PAGE> 6
RECORD DATE AND VOTING RIGHTS
Only shareholders of record at the close of business on February 28, 1997,
are entitled to vote at the meeting. On such record date the Company had
outstanding and entitled to vote 498,080,668 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 12/31/96
ON 12/31/96
- ---------------- --------------
-----------
<S> <C>
<C>
NationsBank Corporation and its subsidiaries 26,026,416<Fa>
5.2%
100 N. Broadway
St. Louis, MO 63102
<FN>
- -------
<Fa> NationsBank Corporation (successor to Boatmen's Bancshares, Inc.) and its
subsidiaries have sole voting power as to 11,957,293 shares, shared voting
power as to 13,689,317 shares, sole investment power as to 6,515,112 shares,
and shared investment power as to 14,509,486 shares.
</TABLE>
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 III expires with this Annual Meeting. The terms of directors
of Group I and Group II expire with the Annual Meetings in 1998 and 1999,
respectively.
The following information is submitted respecting the nominees for election
and the other directors of the Company:
3
<PAGE> 7
<TABLE>
NOMINEES FOR ELECTION AT THIS MEETING TO A TERM EXPIRING IN 2000 (GROUP
III DIRECTORS):
<S> <C>
BERNARD A. EDISON
Mr. Edison, 68, has been a director since 1985. He
was President of Edison Brothers Stores, Inc., a group of
retail specialty stores, from 1968 until his retirement
[PHOTO OF EDISON] in 1987, Chairman of its Finance Committee from 1987
until 1989, and served as Director Emeritus from 1989
until 1996. 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, 62, has been a director since 1988. He is
Chairman of the Board and Chief Executive Officer of
Baxter International Inc., a manufacturer of health
[PHOTO OF LOUCKS] care products, specialty chemicals, and instruments.
He has been Chairman since 1987 and Chief Executive
Officer since 1980. He is also a director of Affymetrix,
Inc., Coastcast Corporation, 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, 53, has been a director since 1983. She
has been a partner in the law firm of Munger, Tolles &
Olson since 1982. She is also a director of Fluor
[PHOTO OF MARTINEZ] Corporation, Sanwa Bank California, and Shell Oil
Company. Ms. Martinez is a member of the Audit, Executive
Salaries, Pension, and Stock Option Plans Committees.
WILLIAM P. PAYNE
Mr. Payne, 49, is a nominee for director. He is Vice
Chairman of NationsBank Corporation, which position he
has held since January 1997. He was President and
[PHOTO OF PAYNE] and Chief Executive Officer of the Atlanta Committee
for the Olympic Games from 1991 to 1997. Mr. Payne is
also a director of Cousins Properties, Inc. and
Jefferson-Pilot Corporation.
EDWARD E. WHITACRE, JR.
Mr. Whitacre, 55, has been a director since 1988. He
has been Chairman of the Board and Chief Executive
Officer of SBC Communications, Inc. since 1990.
[PHOTO OF WHITACRE] 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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THESE
NOMINEES.
</TABLE>
4
<PAGE> 8
<TABLE>
DIRECTORS WHOSE TERM CONTINUES UNTIL 1998 (GROUP I
DIRECTORS):
<S> <C>
AUGUST A. BUSCH III
Mr. Busch, 59, has been a director since 1963. He is
Chairman of the Board and President of the Company. He
has been President since 1974, Chief Executive Officer
[PHOTO OF BUSCH] 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, 30, has been a director since February
1996. He is a Vice Chairman of the Board of Directors
of Grupo Modelo, S.A. de C.V., a Mexican company
[PHOTO OF FERNANDEZ] 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. Mr.
Fernandez is a member of the Conflict of Interest and
Finance Committees.
PETER M. FLANIGAN
Mr. Flanigan, 73, has been a director since 1978. He
is a Director of the investment banking firm of Dillon,
Read & Co. Inc., where he was a Managing Director from
[PHOTO OF FLANIGAN] 1975-1992. Mr. Flanigan is a member of the Executive,
Finance, Nominating, and Pension Committees.
ANDREW C. TAYLOR
Mr. Taylor, 49, has been a director since 1995. He is
President and Chief Executive Officer of Enterprise
Rent-A-Car Company, which position he has held since
[PHOTO OF TAYLOR] 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, 50, has been a director since 1992. He
has been Chairman of the Board of J. P. Morgan & Co.
Incorporated ("Morgan") and Morgan Guaranty Trust
[PHOTO OF WARNER] 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
<TABLE>
DIRECTORS WHOSE TERM CONTINUES UNTIL 1999 (GROUP II
DIRECTORS):
<S> <C>
JOHN E. JACOB
Mr. Jacob, 62, has been a director since 1990. He has
been Executive Vice President and Chief Communications
Officer of the Company since 1994. He was President
[PHOTO OF JACOB] 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, 61, has been a director since 1987. He is
Chairman of the Board, Chief Executive Officer, and
President of Emerson Electric Co., a manufacturer of
[PHOTO OF KNIGHT] 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, 71, has been a director since 1981. She
has been Dean of the School of Business and Industry at
Florida A & M University since 1974. She is also a
[PHOTO OF MOBLEY] director of Champion International Corporation and Dean
Witter, Discover & Co. Dr. Mobley is a member of the
Audit, Conflict of Interest, and Pension Committees.
JAMES B. ORTHWEIN
Mr. Orthwein, 72, has been a director since 1963. He
served as Chairman of the Board and Chief Executive
Officer of the advertising agency D'Arcy MacManus
[PHOTO OF ORTHWEIN] 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, 73, has been a director since 1991. He
has been a partner in the law firm of Milbank, Tweed,
Hadley & McCloy since September 1991. He was Director
[PHOTO OF WEBSTER] 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., Pinkerton's Inc., TLC Beatrice International
Holdings, Inc. and Next Wave Telecom, Inc. Judge
Webster is a member of the Audit, Conflict of
Interest, Executive Salaries, and Stock Option Plans
Committees.
</TABLE>
6
<PAGE> 10
SECURITIES OWNED BY DIRECTORS, NOMINEES, 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 and nominees, by each of the executives
named in the summary compensation table, and by all directors, nominees, 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,
nominees, and executive officers as a group represents 2.1% 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....................................................
3,420,809<F2> --
Bernard A. Edison......................................................
0<F3> 42,029
Carlos Fernandez G.....................................................
2,200 --
Peter M. Flanigan......................................................
1,270,492<F4> --
John E. Jacob..........................................................
146,445<F5> 5,185
Charles F. Knight......................................................
16,000 25,658
Stephen K. Lambright...................................................
339,291<F6> --
Vernon R. Loucks, Jr...................................................
2,000 1,879
Vilma S. Martinez......................................................
254 6,269
Sybil C. Mobley........................................................
1,525 429
James B. Orthwein......................................................
2,603,408<F7> --
William P. Payne.......................................................
700 --
John H. Purnell........................................................
342,848<F8> --
Patrick T. Stokes......................................................
790,804<F9> --
Andrew C. Taylor.......................................................
9,178 739
Douglas A. Warner III..................................................
2,000 1,150
William H. Webster.....................................................
2,000<F10> 2,283
Edward E. Whitacre, Jr.................................................
2,000 136
All directors, nominees, and executive officers as a group (26
persons).............................................................
10,463,621<F11>
<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 991,014 shares that are subject to currently
exercisable stock options. Of the shares shown, Mr. Busch has shared voting
and shared investment power as to 538,680 shares and 1,024,032 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.
96,660 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 985,800 shares. 24,000 shares owned by Mr. Flanigan's wife are
not included.
<F5>The number of shares includes 145,694 shares that are subject to currently
exercisable stock options.
<F6>The number of shares includes 259,107 shares that are subject to currently
exercisable stock options. 2,800 shares owned by members of Mr. Lambright's
immediate family are not included.
<F7>Of the shares shown, Mr. Orthwein has shared voting and shared investment
power as to 331,336 shares.
<F8>The number of shares includes 279,594 shares that are subject to currently
exercisable stock options. 30,000 shares owned by Mr. Purnell's wife are
not included.
<F9>The number of shares includes 573,163 shares that are subject to currently
exercisable stock options.
<F10>Judge Webster has shared voting and shared investment power with respect
to the shares shown.
<F11>The number of shares stated includes 3,321,378 shares that are subject to
currently exercisable stock options or stock options that become
exercisable within 60 days and 1,024,032 shares that are referred to in
Note 2. The directors, nominees, and executive officers as a group have
sole voting and sole investment power as to 4,260,395 shares and shared
voting and shared investment power as to 1,857,816 shares. 185,616 shares
held by immediate family members or family trusts are not included and
beneficial ownership of such shares is disclaimed.
</TABLE>
7
<PAGE> 11
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 1996 the Board of Directors held 10 meetings. No current
director who served during 1996 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 terminated the retirement
plan for non-employee directors. 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, to be
paid upon the director's retirement from the Board.
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 1996 the
Committee held four meetings.
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
8
<PAGE> 12
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 1996 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 1996 the
Committee held four meetings. The Committee's report on 1996 executive
compensation is on pages 11-13.
August A. Busch III and James B. Orthwein are first cousins. See "Other
Transactions Involving Directors, Officers, or Their Associates," pages 18-19,
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 1997. 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 CONSUMPTION
The Adrian Dominican Sisters, 1257 East Siena Heights Drive, Adrian,
Michigan 49221, owners of 16,000 shares of common stock of the Company, 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:
The federal government adopted a revised U.S. Dietary Guidelines for
Americans in 1995 that defines moderation as no more than one drink of
alcohol per day for women and no more than two drinks per day for men, with
a serving of alcohol defined as twelve ounces of regular beer;
The U.S. Dietary Guidelines state that consumption in excess of these
moderate limits is associated with serious health and safety problems;
Our company has stated in its educational materials that it seeks to
promote moderate consumption to its products but has not included the U.S.
Dietary Guidelines' definition of moderation;
Our company, as well as many other members of the alcohol industry, has
promoted the U.S. Dietary Guidelines as establishing a link between alcohol
consumption and health;
There is widespread public misunderstanding and confusion regarding the
term "moderate consumption" and its connection to health and safety;
9
<PAGE> 13
Recent research has found that approximately 80% of alcohol consumption
occurs in drinking settings in which more than two drinks per day are being
consumed, in excess of the moderation definition found in the Dietary
Guidelines;
Recent research shows that approximately 60% of all alcohol consumption is
being consumed by only 10% of the drinking population, who average more
than two drinks/day, in excess of the U.S. Dietary Guidelines' definition
of moderate consumption;
Therefore Be It Resolved:
That management prepare a report, withholding competitive information and
at reasonable cost, for the board and requesting shareholders by January
31, 1998, which includes a complete statement regarding methodologies used,
investigations, and recommendations to determine what percentage of our
company's product is consumed in moderate amounts, as defined by the U.S.
Dietary Guidelines.
And that management revise existing company educational materials and
develop all future educational materials to include in a prominent fashion
the definition of moderate drinking found in the Dietary Guidelines
whenever the term "moderation" is used, and mail to all shareholders a
clear statement of the U.S. Dietary Guidelines' definition of moderation.
Supporting Statement
The U.S. Dietary Guidelines provide important new health information for
consumers regarding alcohol consumption. Their content however is often omitted
or distorted, creating real health risks for consumers in the use of our
company's products. As stated in the Guidelines, alcohol consumption in excess
of the moderate limits is associated with a wide array of health and safety
problems. Our company has demonstrated a commitment to alcohol education. In
keeping with that commitment, we respectfully request that our company become
the voluntary leader in making the definition of "moderation" found in the
U.S. Dietary Guidelines widely available to the public by including it in its
educational materials whenever the term "moderation" is used. This enhanced
commitment to alcohol education honors the consumer's right to know and
improves our company's image as concerned, responsible corporate citizens.
------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS RESOLUTION.
Anheuser-Busch has long been a leader in the fight against alcohol abuse.
For many years, the Company has supported organizations such as the American
Council on Alcoholism, the Alcoholic Beverage Medical Research Foundation and
the Betty Ford Foundation, which are dedicated to reducing the problem of
alcohol abuse through counseling, treatment and research.
In addition to this support, the Company also conducts its own alcohol
awareness initiatives under the banners of "Know When To Say When" and
"Let's Stop Underage Drinking Before It Starts," which are designed to
encourage adults to be responsible when they drink, and to fight underage
drinking. These programs, which have been underway for over a decade, are
annually reviewed and updated to reflect the environment in which we live
and transact our business.
With an investment of $100 million in these efforts in the last five years
alone, the Company believes it is solidly on the right track in both
demonstrating its concern for these issues, as well as its commitment to being
part of the solution. The Company notes that over the last decade, there have
been significant declines in drunk driving fatalities among both adults and
teenagers, as well as progress in the fight against underage drinking.
As to the specific issues raised by the proponents, the Company believes
that information about the number of Americans who drink heavily or abuse
alcohol is widely available. According to the federal government's National
Institute on Alcohol Abuse and Alcoholism (NIAAA), more than 92 percent of the
U.S. adult population do not meet alcohol abuse or dependence criteria. And,
according to the U.S. Substance Abuse and Mental Health Services
Administration, the number of frequent heavy drinkers has declined nine percent
10
<PAGE> 14
since 1985. The fact that per capita alcohol consumption has been declining
when both the proportion of people drinking and alcohol sales have increased,
suggests a move by Americans to more moderate consumption.
The Company also disagrees that Anheuser-Busch should provide specific
guidance to adults about how much they should drink. In fact, the Company's
"Know When To Say When" campaign is specifically designed to encourage adults
who drink to exercise personal judgment and make that decision for themselves.
Because there are so many variables involved in how alcohol is absorbed,
including weight, gender, mood, and amount of food consumed, what is an
appropriate amount to drink not only varies from individual to individual, but
also may differ for any one individual depending upon the specific occasion.
Further, the Company notes that even among public health officials,
researchers, government authorities, epidemiologists and cultural
anthropologists there has been no consensus reached as to a standard definition
of what constitutes moderate drinking. According to the NIAAA, "There are
numerous cultural and social definitions of `moderate' alcohol consumption
currently in use. Epidemiological studies refer to a wide range of drinking
patterns as moderate."
Similarly, the Company also believes there is already widespread awareness
among the public about the harmful effects of over-consumption. A recent poll
conducted by the NIAAA showed that awareness levels about the dangers of
over-consumption were extremely high, with over 96 percent indicating that they
understood there were negative consequences to this behavior.
As a result of the existence of the foregoing available data addressing the
information requested by the proponents, as well as Anheuser-Busch's alcohol
awareness and education initiatives, the Company believes that no additional
research is needed, and that its resources are best invested in continuing its
own efforts.
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.
COMPENSATION PHILOSOPHY
The Committee adheres to several guiding principles in carrying out its
responsibilities:
* Total compensation should reward individual and corporate performance and
provide incentive for enhancement of shareholder value.
* Anheuser-Busch provides a base salary that will maintain its competitive
market position. The Company offers an annual bonus opportunity that
aligns corporate growth objectives and performance with individual
achievements. Anheuser-Busch utilizes stock options to foster a long-term
perspective aligned with that of the shareholders.
* Compensation plans should be simple and easily understood. Executives
must clearly understand variable compensation opportunities and how to
earn variable rewards.
* The Anheuser-Busch program should reflect competitive levels of fixed and
variable compensation. A compensation consultant annually reports to the
Committee on the competitive mix of base, bonus and long-term incentives
for a comparator group of national and local companies.
11
<PAGE> 15
1996 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 15); progress toward long term
objectives; individual divisional results as appropriate; and various
qualitative factors relating to Company performance. 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
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 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 (PM)20%. Mr. Busch's total
compensation for 1996 was 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 returns to shareholders. Actual salary
determination is subjective in that there are no specific weightings for the
variables considered. Mr. Busch's 1996 base salary of $1,055,000 was at the
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 1996 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:
1996 bonuses for Mr. Busch, 12 other executive officers and 45 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 1996 the Committee
adopted the 1996 Officer Bonus Program ("1996 Program"), which established a
minimum performance goal and a formula for determining a maximum bonus pool,
both of which were based
12
<PAGE> 16
on pretax earnings of the Company for 1996 after adjustments for 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 1997 the Committee certified that the 1996 performance goal was
met and approved individual bonuses. The Committee, through the exercise of
discretion and after taking into consideration individual performance and
targeted compensation levels, approved bonus payments totalling less than the
maximum available in the bonus pool. Due to regulations of the Internal Revenue
Service and provisions of the Plan and 1996 Program, any adjustments to the
bonuses for the participating executives named in the summary compensation
table on page 14 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 1996 bonus was $1,382,000.
LONG TERM INCENTIVES:
As indicated previously, stock options are the Company's only long term
incentive. Stock option awards are made to approximately 800 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 1996, the Committee
granted Mr. Busch options for 200,000 shares under the 1989 Incentive Stock
Plan.
POLICY ON DEDUCTIBILITY OF COMPENSATION EXPENSES
The Company is not allowed a deduction for certain compensation paid to
certain executive officers in excess of $1 million, except to the extent such
excess constitutes performance-based compensation. The Committee considers its
primary goal is to design compensation strategies that further the best
interests of the Company and its shareholders. To the extent they are not
inconsistent with that goal, the Committee will attempt where practical to use
compensation policies and programs that preserve the deductibility of
compensation expenses.
Stock options granted under the 1989 Incentive Stock Plan and bonuses paid
pursuant to the Officer Bonus Plan are designed to qualify as performance-based
compensation.
Bernard A. Edison--Chairman
Andrew B. Craig III<F*> Vernon R. Loucks, Jr.
Vilma S. Martinez William H. Webster
<F*> Mr. Craig, whose term as a director expires on April 23, 1997, is not
standing for reelection.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Busch is a member of the Human Resources Committee of SBC
Communications Inc. Mr. Whitacre, an Executive Officer of SBC Communications
Inc., is a Director of the Company.
13
<PAGE> 17
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL
COMPENSATION<F1> AWARDS OF ALL
STOCK OTHER
----------------------
- ---- OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS
($) (#)<F2> ($)<F3>
--------------------------- ---- ---------- -----
- ---- --------- ------------
<S> <C> <C> <C>
<C> <C>
A. A. Busch III 1996 1,055,000
1,382,000 200,000 75,676
Chairman of the Board and President 1995 995,000
616,000 396,418 80,237
1994 940,000
1,232,000 203,330 87,425
P. T. Stokes 1996 604,550
600,000 100,000 35,967
Vice President and Group Executive 1995 565,000
250,000 193,086 37,148
1994 523,000
500,000 101,664 38,149
J. E. Jacob<F4> 1996 423,200
250,000 60,000 27,057
Executive Vice President and 1995 368,000
75,000 152,418 18,307
Chief Communications Officer 1994 175,000
75,000 142,330 2,251
J. H. Purnell 1996 420,000
294,000 75,000 31,470
Vice President and Group Executive 1995 400,000
132,500 111,752 33,146
1994 350,000
265,000 81,330 38,365
S. K. Lambright 1996 368,500
250,000 60,000 27,323
Vice President and Group Executive 1995 335,000
119,000 111,752 27,519
1994 309,000
238,000 60,998 27,545
<FN>
- -------
<F1> 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.
<F2> Awards for 1994 and 1995 have been adjusted to reflect a two-for-one stock
split and the spin-off of The Earthgrains Company, both of which occurred
in 1996.
<F3> The 1996 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 $41,085 for Mr.
Busch, $23,568 for Mr. Stokes, $16,501 for Mr. Jacob, $16,347 for Mr.
Purnell, and $14,370 for Mr. Lambright. 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 $27,284 for Mr. Busch, $12,399 for
Mr. Stokes, $10,556 for Mr. Jacob, $10,439 for Mr. Purnell, and
$7,453 for Mr. Lambright.
<Fc> Payment of director fees from subsidiary or affiliated companies
of $7,307 for Mr. Busch, $4,684 for Mr. Purnell, and $5,500 for
Mr. Lambright.
<F4> Mr. Jacob joined the Company as Executive Vice President and Chief
Communications Officer on July 1, 1994. His 1994 salary and bonus are for
the portion of the year in which he was employed by the Company.
</TABLE>
14
<PAGE> 18
[GRAPH OF TEN YEAR COMPARISON]
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
- ------------------------------------------------
1986 1987 1988 1989 1990
1991 1992 1993 1994 1995 1996
- ---------------------------------------------------------------------------
- ------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
<C> <C> <C> <C> <C>
Anheuser-Busch $100.0 $129.8 $125.0 $155.9 $178.2
$260.0 $252.6 $218.1 $232.6 $314.3 $392.2
S&P 500 100.0 105.2 122.5 161.2 156.2
203.6 219.1 241.1 244.4 335.9 412.8
Russell Large Cap Index 100.0 106.9 123.2 164.9 168.4
217.0 225.5 241.2 250.2 355.6 449.5
- ---------------------------------------------------------------------------
- ------------------------------------------------
</TABLE>
[GRAPH OF FIVE YEAR COMPARISON]
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
- ---------
1991 1992 1993 1994 1995
1996
- ---------------------------------------------------------------------------
- ---------
<S> <C> <C> <C> <C> <C>
<C>
Anheuser-Busch $100.0 $ 97.2 $ 83.9 $ 89.5 $120.9
$150.8
S&P 500 100.0 107.6 118.4 120.0 165.0
202.7
Russell Large Cap Index 100.0 103.9 111.2 115.3 163.9
207.2
- ---------------------------------------------------------------------------
- ---------
<FN>
- -------
<F*> Assumes $100 invested on December 31 of first year of chart in
Anheuser-Busch Companies, Inc. Common Stock, S&P 500 Index and Russell
Large Cap Index and that all dividends were reinvested.
<F**> Because only one of the other four leading domestic brewers is an
independent publicly traded company, the Company has elected to compare
shareholder returns with the Russell Large Cap Index. This index is
comprised of the 50 largest publicly held United States companies,
based on market capitalization. The Company has been included in the
index over most of the past ten years.
<F***> Compound Annual Growth Rate.
</TABLE>
15
<PAGE> 19
OPTION GRANTS IN 1996
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS<F1>
FOR OPTION TERM<F2>
--------------------------------------------
-----------------------------
% OF
TOTAL
OPTIONS
NUMBER OF GRANTED
SECURITIES TO
UNDERLYING EMPLOYEES EXERCISE
OPTIONS IN PRICE EXPIRATION
NAME GRANTED (#) 1996<F3> ($/SH) DATE
0%<F4> 5% 10%
---- ----------- --------- -------- ---------- --
- ---- -- ---
<S> <C> <C> <C> <C>
<C> <C> <C>
A. A. Busch III.......... 200,000 4.8% $40.69 12/17/06
$0 $ 5,117,630 $ 12,969,079
P. T. Stokes............. 100,000 2.4 40.69 12/17/06
0 2,558,815 6,484,540
J. E. Jacob.............. 60,000 1.4 40.69 12/17/06
0 1,535,289 3,890,724
J. H. Purnell............ 75,000 1.8 40.69 12/17/06
0 1,919,111 4,863,405
S. K. Lambright.......... 60,000 1.4 40.69 12/17/06
0 1,535,289 3,890,724
All Shareholders......... N/A N/A N/A N/A
0 12,727,545,810 32,254,099,473
All Optionees............ 4,149,588 100.0 40.59 N/A
0 105,925,703 268,436,848
Optionee Gain as %
of All Shareholders
Gain................... N/A N/A N/A N/A
N/A less than 1% less than 1%
<FN>
- -------
<F1> All options granted to the named officers were granted on December 18,
1996. 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, some 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 1996 to the
named officers were: Mr. Busch III, 197,543; Mr. Stokes, 97,543; Mr.
Jacob, 57,543; Mr. Purnell, 72,543; and Mr. Lambright, 57,543.
<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 497.4 million shares outstanding at December 31, 1996 and a
per share price of $40.69.
<F3> Based on 4,149,588 options granted to 798 employees during 1996.
<F4> No gain to the optionees is possible without an increase in stock price,
which will benefit all shareholders commensurately. A zero percent stock
price appreciation will result in zero dollars for the optionee.
</TABLE>
16
<PAGE> 20
AGGREGATED OPTION EXERCISES IN 1996 AND 1996 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
12/31/96 (#) 12/31/96 ($)<F2><F3>
SHARES ----
- -------- --------------------
ACQUIRED ON VALUE
EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#)<F1> REALIZED ($)<F2>
UNEXERCISABLE UNEXERCISABLE
---- ---------------- ---------------- ----
- --------- -------------
<S> <C> <C> <C>
<C>
A. A. Busch III............... 313,722 6,105,186
991,014/ 16,044,476/
532,054 3,258,594
P. T. Stokes.................. 107,562 2,300,360
573,163/ 9,716,306/
262,611 1,600,975
J. E. Jacob................... 0 0
145,694/ 1,911,381/
209,054 1,587,347
J. H. Purnell................. 94,776 2,024,125
279,594/ 4,116,904/
176,610 1,044,717
S. K. Lambright............... 44,776 898,852
259,107/ 4,037,254/
154,833 937,925
<FN>
- -------
<F1> Shares reflect the 1996 two-for-one stock split.
<F2> Value before income taxes payable as a result of exercise.
<F3> 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 12/31/96
($40.625).
</TABLE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF
SERVICE
ELIGIBLE ----------------------------------------
- ------------------------------
REMUNERATION 5 10 15 20
25 30 OR MORE
------------ - -- -- --
-- ----------
<S> <C> <C> <C> <C>
<C> <C>
$ 500,000.................... $ 41,667 $ 83,333 $125,000 $
166,667 $ 208,333 $ 250,000
1,000,000................... 83,333 166,667 250,000
333,333 416,667 500,000
1,500,000................... 125,000 250,000 375,000
500,000 625,000 750,000
2,000,000................... 166,667 333,333 500,000
666,667 833,333 1,000,000
2,500,000................... 208,334 416,667 625,000
833,333 1,041,667 1,250,000
3,000,000................... 250,000 500,000 750,000
1,000,000 1,250,000 1,500,000
</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 extent required to put the participant in the same position after payment
of taxes as if no excise tax had been imposed.
17
<PAGE> 21
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--39 years and $2,489,750; Mr. Stokes--28 years
and $1,250,000; Mr. Jacob--3 years and $707,000; Mr. Purnell--32 years and
$734,000; and Mr. Lambright--19 years and $640,000.
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 then-prevailing market rates (subject to certain
limits), from trusts for the benefit of certain shareholders of Grupo Modelo
and Diblo, including Mr. Fernandez and certain of his family members, 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%.
The Company has exercised its Grupo Modelo option in full to increase its
interest in Grupo Modelo to 35.12%. As of early March, the transaction had not
closed primarily because of differences in opinion concerning certain purchase
price adjustments. The investment agreement provides for certain procedures to
resolve such disputes, which include continued discussions and, if necessary,
binding arbitration. As of the date hereof, the Company has not exercised the
option to acquire additional Diblo shares. Such option remains exercisable
until December 31, 1997.
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.
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 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
18
<PAGE> 22
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 1996, the Trustees received, in the
aggregate, from the Company under the Lease: (1) basic rent of $201,890, (2)
$303,705 as their share of the Company's income from concession operations, and
(3) $1,338,620 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 1996, ABI paid or will pay under this lease $28,700 as annual rental and
$218,979 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.
In 1996, Busch-Transou, L.C., a company owned by Tripp and Susan Busch
Transou, the son-in-law and daughter of Mr. Busch III, paid what the Company
believes to be the fair market value for the assets and consulting services of
ABI's Tallahassee, Florida wholesaler, approximately $11,500,000.
Busch-Transou, L.C. paid $3,000,000 of that amount to ABI and the remaining
approximately $8,500,000 to the owner of the wholesalership. Further, ABI
entered into an agreement with Busch-Transou, L.C. for the distribution of malt
beverage products in Tallahassee, Florida. Busch-Transou, L.C. purchased
$9,038,795 of products from ABI during 1996. The distribution agreement with
Busch-Transou, L.C. is ABI's standard distribution agreement. The transaction
was reviewed and approved in advance by the Conflict of Interest Committee of
the Board of Directors.
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 $38,424,110 of products from ABI during 1996. 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 $19,512,219
of products from ABI during 1996. Peter Busch is the President of Southern
Eagle. These distribution agreements are ABI's standard distribution agreements.
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 1996 and are expected to provide similar services to the Company during
1997.
The Company occasionally uses the personal aircraft of Mr. Busch III for
Company business. During 1996, the Company reimbursed Mr. Busch $144,070 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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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.
19
<PAGE> 23
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, except that one
transaction by a trust of which Mr. Flanigan is a trustee was reported late.
SHAREHOLDER PROPOSALS FOR 1998
For inclusion in the Company's Proxy Statement and form of proxy, any
shareholder proposals intended to be presented at the 1998 Annual Meeting must
be received by the Company at its principal executive offices no later than
November 10, 1997.
Shareholders who do not submit proposals for inclusion in the Proxy
Statement but who intend to submit a proposal at the 1998 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 23, 1998 and not later than February 22, 1998. 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 $10,500 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 10, 1997
20
<PAGE> 24
ADMISSION TICKET
[ LOGO ] ANHEUSER-BUSCH COMPANIES, INC.
ANNUAL MEETING OF SHAREHOLDERS
Wednesday, April 23, 1997, 10:00 A.M. (local time)
at the George R. Brown Convention Center
1001 Avenida de las Americas, Houston, Texas
PLEASE PRESENT THIS TICKET FOR
ADMITTANCE OF
SHAREHOLDER(S) NAMED.
See reverse for map of area.
----------------------------
IT IS IMPORTANT THAT YOUR SHARES BE 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 George R. Brown Convention Center, 1001 Avenida de las Americas,
Houston, Texas, on April 23, 1997, 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 ----------------------------------------, 1997
----------------------------------------------------
----------------------------------------------------
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> 25
[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.)
Bernard A. Edison Vernon R. Loucks, Jr. Vilma S. Martinez
William P. Payne Edward E. Whitacre, Jr.
2. Approval of the appointment of Price Waterhouse LLP as independent auditors
for 1997:
FOR AGAINST ABSTAIN
/ / / / / /
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE AGAINST
- ---------------------------------------------------------------------------
3. Shareholder proposal relating to a report on beer consumption
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> 26
ADMISSION TICKET
[ LOGO ] ANHEUSER-BUSCH COMPANIES, INC.
ANNUAL MEETING OF SHAREHOLDERS
Wednesday, April 23, 1997, 10:00 A.M. (local time)
at the George R. Brown Convention Center
1001 Avenida de las Americas, Houston, Texas
PLEASE PRESENT THIS TICKET FOR ADMITTANCE OF
SHAREHOLDER 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 23, 1997. 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 17, 1997. If your executed proxy is not
received by April 17, 1997, 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 authorize the proxies (a) to vote as indicated on
the reverse side of this form and (b) to vote upon such other business as may
properly come before the meeting hereafter described, in each case with respect
to all of the shares of stock that the undersigned would be entitled to vote
under these plans. Such votes are to be cast at the Annual Meeting of
Shareholders of Anheuser-Busch Companies, Inc. to be held at the George R.
Brown Convention Center, 1001 Avenida de las Americas, Houston, Texas, on April
23, 1997 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 -------------------------------------, 1997
---------------------------------------------------
----------------------------------------------------
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> 27
[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.)
Bernard A. Edison Vernon R. Loucks, Jr. Vilma S. Martinez
William P. Payne Edward E. Whitacre, Jr.
2. Approval of the appointment of Price Waterhouse LLP as independent auditors
for 1997:
FOR AGAINST ABSTAIN
/ / / / / /
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE AGAINST
- ---------------------------------------------------------------------------
3. Shareholder proposal relating to a report on beer consumption
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> 28
LOGO] ANHEUSER-BUSCH COMPANIES, INC.
April 2,
1997
Dear Shareholder(s):
The time is approaching for the Annual Meeting of the Shareholders of
Anheuser-Busch Companies, Inc. on April 23, 1997, and our vote tabulator has
not yet received your Proxy.
It is important that your shares be represented at the meeting. Please
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 George R. Brown Convention Center, 1001 Avenida de las Americas,
Houston, Texas, on April 23, 1997, 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 1997
-----------------------,
----------------------------------
----------------------------------
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> 29
PLEASE DETACH PROXY HERE, SIGN AND MAIL
- ---------------------------------------------------------------------------
<TABLE>
<CAPTION>
ANHEUSER-BUSCH COMPANIES, INC. PROXY
- -------------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE FOR DIRECTORS RECOMMEND A VOTE AGAINST
<S> <C>
1. Election of Directors 3.
Shareholder proposal relating
to a report on beer consumption
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all nominees
below) listed below
FOR AGAINST ABSTAIN
/ / / / / /
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name on the list below.)
Bernard A. Edison Vernon R. Loucks, Jr. Vilma S. Martinez
William P. Payne Edward E. Whitacre, Jr.
2. Approval of the appointment of Price Waterhouse LLP as independent auditors
for 1997:
FOR AGAINST ABSTAIN
/ / / / / /
</TABLE>
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> 30
APPENDIX
Page 15 of the printed proxy contains performance graphs. The information
contained in the graphs is depicted in the tables that immediately follow
the graphs.
