===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ------------- TO -------------
COMMISSION FILE NUMBER 1-7823
ANHEUSER-BUSCH COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 43-1162835
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE BUSCH PLACE, ST. LOUIS, MISSOURI 63118
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 314-577-2000
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- --------------------
COMMON STOCK--$1 PAR VALUE NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
8 5/8% SINKING FUND DEBENTURES, DUE DECEMBER 1, 2016 NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
--------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by
nonaffiliates of the registrant.
$21,839,322,227 AS OF FEBRUARY 28, 1997
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.
$1 PAR VALUE COMMON STOCK 497,365,828 SHARES AS OF MARCH 10, 1997
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Annual Report to Shareholders for
the Year Ended December 31, 1996........... PART I, PART II, and PART IV
Portions of Definitive Proxy Statement for
Annual Meeting of Shareholders on April 23,
1997....................................... PART III
========================================================================
Item 14 on pages 9 through 11 of the Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 is amended by the addition of the
following exhibits:
Exhibit 23.1 -Consent of Independent Accountants
Exhibit 23.2 -Consent of Independent Accountants
Exhibit 23.3 -Consent of Independent Accountants
Exhibit 24.1 -Power of Attorney
Exhibit 24.2 -Resolution authorizing signature by certain officers of the
Company.
Exhibit 99.1 -Form 11-K, Annual Report of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan for the fiscal year ended
March 31, 1997.
Exhibit 99.2 -Form 11-K, Annual Report of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For Employees covered by a
Collective Bargaining Agreement) for the fiscal year ended
March 31, 1997.
Exhibit 99.3 -Form 11-K, Annual Report of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For Certain Hourly Employees
of Anheuser-Busch Companies, Inc. and its Subsidiaries) for
the fiscal year ended March 31, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to report
to be signed on its behalf by the undersigned, thereunto duly authorized.
ANHEUSER-BUSCH COMPANIES, INC.
...................................
(Registrant)
By JOBETH G. BROWN
...................................
JoBeth G. Brown
Vice President and Secretary
<TABLE>
Date: September 24, 1997
<CAPTION>
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
<S> <C> <C>
* August A. Busch III Chairman of the Board and President and September 24, 1997
- ----------------------- Director (Principal Executive Officer)
(August A. Busch III)
* W. Randolph Baker Vice President and Chief Financial September 24, 1997
- ----------------------- Officer (Principal Financial Officer)
(W. Randolph Baker)
* John F. Kelly Vice President and Controller September 24, 1997
- ----------------------- (Principal Accounting Officer)
(John F. Kelly)
* Bernard A. Edison Director September 24, 1997
- -----------------------
(Bernard A. Edison)
* Carlos Fernandez G. Director September 24, 1997
- -----------------------
(Carlos Fernandez G.)
* Peter M. Flanigan Director September 24, 1997
- -----------------------
(Peter M. Flanigan)
* John E. Jacob Director September 24, 1997
- -----------------------
(John E. Jacob)
* Charles F. Knight Director September 24, 1997
- -----------------------
(Charles F. Knight)
* Vernon R. Loucks, Jr. Director September 24, 1997
- -----------------------
(Vernon R. Loucks, Jr.)
* Vilma S. Martinez Director September 24, 1997
- -----------------------
(Vilma S. Martinez)
Director September 24, 1997
- -----------------------
(Sybil C. Mobley)
* James B. Orthwein Director September 24, 1997
- -----------------------
(James B. Orthwein)
Director September 24, 1997
- -----------------------
(William P. Payne)
* Andrew C. Taylor Director September 24, 1997
- -----------------------
(Andrew C. Taylor)
* Douglas A. Warner III Director September 24, 1997
- -----------------------
(Douglas A. Warner III)
* William H. Webster Director September 24, 1997
- -----------------------
(William H. Webster)
* Edward E. Whitacre, Jr. Director September 24, 1997
- -----------------------
(Edward E. Whitacre, Jr.)
</TABLE>
* JOBETH G. BROWN
---------------------- September 24, 1997
JoBeth G. Brown
Attorney in Fact
<PAGE>
EXHIBIT INDEX
Exhibit 23.1 -Consent of Independent Accountants
Exhibit 23.2 -Consent of Independent Accountants
Exhibit 23.3 -Consent of Independent Accountants
Exhibit 24.1 -Power of Attorney
Exhibit 24.2 -Resolution authorizing signature by certain officers of the
Company.
Exhibit 99.1 - Form 11-K, Annual Report of the Anheuser-Busch
Deferred Income Stock Purchase and Savings Plan
for the fiscal year ended March 31, 1997.
Exhibit 99.2 - Form 11-K, Annual Report of the Anheuser-Busch
Deferred Income Stock Purchase and Savings Plan
(For Employees Covered by a Collective Bargaining
Agreement) for the fiscal year ended March 31,
1997.
Exhibit 99.3 - Form 11-K, Annual Report of the Anheuser-Busch
Deferred Income Stock Purchase and Savings Plan
(For Certain Hourly Employees of Anheuser-Busch
Companies, Inc. and its Subsidiaries) for the
fiscal year ended March 31, 1997.
Exhibit 23.1
800 Market Street Telephone 314 206 8500
St. Louis, MO 63101
PRICE WATERHOUSE LLP [LOGO]
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 (No. 33-46846) of our report
dated February 3, 1997, which appears on page 77 of the 1996
Annual Report to Shareholders of Anheuser-Busch Companies, Inc.,
which is incorporated by reference in the Annual Report on Form
10-K of Anheuser-Busch Companies, Inc. for the year ended
December 31, 1996. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule,
which appears on page F-1 of such Annual Report on Form 10-K. We
also consent to the incorporation by reference in the
Registration Statement of our report dated August 1, 1997
appearing on page 4 of the Annual Report of the Anheuser-Busch
Deferred Income Stock Purchase and Savings Plan on Form 11-K for
the year ended March 31, 1997.
PRICE WATERHOUSE LLP
St. Louis, Missouri
September 24, 1997
Exhibit 23.2
800 Market Street Telephone 314 206 8500
St. Louis, MO 63101
PRICE WATERHOUSE LLP [LOGO]
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 (No. 33-39715 and No.
33-58221) of our report dated February 3, 1997, which appears on
page 77 of the 1996 Annual Report to Shareholders of
Anheuser-Busch Companies, Inc., which is incorporated by
reference in the Annual Report on Form 10-K of Anheuser-Busch
Companies, Inc. for the year ended December 31, 1996. We also
consent to the incorporation by reference of our report on the
Financial Statement Schedule, which appears on page F-1 of such
Annual Report on Form 10-K. We also consent to the incorporation
by reference in the Registration Statement of our report dated
August 1, 1997 appearing on page 4 of the Annual Report of the
Anheuser-Busch Deferred Income Stock Purchase and Savings Plan
(For Employees Covered by a Collective Bargaining Agreement) on
Form 11-K for the year ended March 31, 1997.
PRICE WATERHOUSE LLP
St. Louis, Missouri
September 24, 1997
Exhibit 23.3
800 Market Street Telephone 314 206 8500
St. Louis, MO 63101
PRICE WATERHOUSE LLP [LOGO]
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 (No. 33-39714 and No.
33-58241) of our report dated February 3, 1997, which appears on
page 77 of the 1996 Annual Report to Shareholders of
Anheuser-Busch Companies, Inc., which is incorporated by
reference in the Annual Report on Form 10-K of Anheuser-Busch
Companies, Inc. for the year ended December 31, 1996. We also
consent to the incorporation by reference of our report on the
Financial Statement Schedule, which appears on page F-1 of such
Annual Report on Form 10-K. We also consent to the incorporation
by reference in the Registration Statement of our report dated
August 1, 1997 appearing on page 4 of the Annual Report of the
Anheuser-Busch Deferred Income Stock Purchase and Savings Plan
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc.
and its Subsidiaries) on Form 11-K for the year ended March 31,
1997.
PRICE WATERHOUSE LLP
St. Louis, Missouri
September 24, 1997
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of Anheuser-Busch Companies, Inc.
(hereinafter referred to as the "Company") hereby constitutes and
appoints August A. Busch III, W. Randolph Baker, and JoBeth G.
Brown, and each of them acting singly, the true and lawful agents
and attorneys, or agent and attorney, with full powers of
substitution, resubstitution and revocation, for and in the name,
place and stead of the undersigned to do any and all things and to
execute any and all instruments which said agents and attorneys, or
any of them, may deem necessary or advisable to enable the Company
to comply with the Securities Exchange Act of 1934, as amended, and
any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the 1996
Annual Report on Form 10-K of the Company, including specifically,
but without limiting the generality of the foregoing, full power
and authority to sign the name of each of the undersigned in the
capacities indicated below to the said 1996 Annual Report on Form
10-K to be filed with the Securities and Exchange Commission, and
to any and all amendments to said 1996 Annual Report on Form 10-K,
and each of the undersigned hereby grants to said attorneys and
agents, and to each of them singly, full power and authority to do
and perform on behalf of the undersigned every act and thing
whatsoever necessary or appropriate to be done in the premises as
fully as the undersigned could do in person, hereby ratifying and
confirming all that said attorneys and agents, or any of them, or
the substitutes or substitute of them or of any of them, shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed these
presents this 26th day of March, 1997.
AUGUST A. BUSCH III
----------------------------------
(August A. Busch III)
Chairman of the Board and
President and Director
(Principal Executive Officer)
W. RANDOLPH BAKER
-----------------------------------
(W. Randolph Baker)
Executive Vice President - Chief
Financial Officer
(Principal Financial Officer)
JOHN F. KELLY
-----------------------------------
(John F. Kelly)
Vice President and Controller
(Principal Accounting Officer)
-----------------------------------
(Andrew B. Craig III)
Director
BERNARD A. EDISON
-----------------------------------
(Bernard A. Edison)
Director
CARLOS FERNANDEZ G.
-----------------------------------
(Carlos Fernandez G.)
Director
PETER M. FLANIGAN
-----------------------------------
(Peter M. Flanigan)
Director
JOHN E. JACOB
-----------------------------------
(John E. Jacob)
Director
CHARLES F. KNIGHT
-----------------------------------
(Charles F. Knight)
Director
VERNON R. LOUCKS, JR.
-----------------------------------
(Vernon R. Loucks, Jr.)
Director
VILMA S. MARTINEZ
-----------------------------------
(Vilma S. Martinez)
Director
-----------------------------------
(Sybil C. Mobley)
Director
JAMES B. ORTHWEIN
-----------------------------------
(James B. Orthwein)
Director
ANDREW C. TAYLOR
-----------------------------------
(Andrew C. Taylor)
Director
DOUGLAS A. WARNER III
-----------------------------------
(Douglas A. Warner III)
Director
WILLIAM H. WEBSTER
-----------------------------------
(William H. Webster)
Director
EDWARD E. WHITACRE, JR.
-----------------------------------
(Edward E. Whitacre, Jr.)
Director
EXHIBIT 24.2
I, JOBETH G. BROWN, hereby certify that I am Vice President
and Secretary of Anheuser-Busch Companies, Inc., a Delaware
corporation, with its principal office in the City of St. Louis,
State of Missouri, and as such in charge of its corporate records,
including minutes of meetings of its Shareholders and Board of
Directors.
I further certify that the Board of Directors of said
corporation at a meeting duly convened and held on the 26th day of
March 1997, as shown by said records, adopted the following
resolution which has not since been amended or rescinded and which
is in full force and effect at the date hereof:
RESOLVED, that the Board of Directors does hereby authorize
(a) the proper officers of the corporation to execute a power
of attorney in the name and on behalf of the corporation in
favor of August A. Busch III, W. Randolph Baker, and JoBeth G.
Brown, or any of them (with power of substitution in each) and
(b) the execution by the directors and officers of the
corporation, or any of them, of a power of attorney in favor
of said attorneys, and said powers of attorney shall empower
such attorneys, or any of them, to do all acts and things and
to execute any and all instruments on behalf of the
corporation and on behalf of such directors and officers,
including the execution of the corporation's 1996 Annual
Report on Form 10-K or any amendment thereto, which such
attorneys, or any of them, may deem necessary or advisable to
enable the corporation to comply with the reporting
requirements of the Securities and Exchange Commission in
respect thereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of the said corporation this 24th day of September 1997.
JOBETH G. BROWN
-------------------------------------
JoBeth G. Brown
Vice President and Secretary
Exhibit 99.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(x) Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the Fiscal year ended March 31, 1997
OR
( ) Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (NO FEE REQUIRED)
For the Transition period From __________ to __________
Commission File Number _________________
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ANHEUSER-BUSCH COMPANIES, INC.
One Busch Place
St. Louis, Missouri 63118
<PAGE>
Item 1. Plan is subject to ERISA, see Item 4 for required information.
Item 2. Plan is subject to ERISA, see Item 4 for required information.
Item 3. Plan is subject to ERISA, see Item 4 for required information.
Item 4. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements:
Report of Independent Accountants
Statements of Net Assets Available for Benefits with Fund
Information at March 31, 1997 and March 31, 1996.
Statements of Changes in Net Assets Available for Benefits with
Fund Information for year ended March 31, 1997 and March 31, 1996.
Notes to financial statements
Schedule of Reportable Transactions for the Year Ended March 31,
1997 (Schedule I)
Anheuser-Busch Defined Contribution Master Trust - Statement of
Net Assets Available for Benefit with Fund Information at March
31, 1997 and March 31, 1996 (Appendix A)
Anheuser-Busch Defined Contribution Master Trust - Statement of
Changes in Net Assets Available for Benefit with Fund Information
for the Year Ended March 31, 1997 and March 31, 1996 (Appendix A)
(b) Exhibits:
None
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
ANHEUSER-BUSCH EMPLOYEE STOCK
PURCHASE AND SAVINGS PLAN
By: JOBETH G. BROWN
--------------------------------
JoBeth G. Brown
Committee Member
Dated: September 24, 1997
3
<PAGE>
800 Market Street Telephone 314 206 8500
St. Louis, MO 63101
PRICE WATERHOUSE LLP [LOGO]
REPORT OF INDEPENDENT ACCOUNTANTS
August 1, 1997
To the Participants and Administrator
of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan
In our opinion, the accompanying statements of net assets
available for benefits and the related statements of changes in
net assets available for benefits present fairly, in all material
respects, the net assets available for benefits of the
Anheuser-Busch Deferred Income Stock Purchase and Savings Plan at
March 31, 1997 and 1996, and the changes in net assets available
for benefits for the years then ended, in conformity with
generally accepted accounting principles. These financial
statements are the responsibility of the plan's management; our
responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the
opinion expressed above.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
additional information included in Schedule I is presented for
the purpose of additional analysis and is not a required part of
the basic financial statements but is additional information
required by ERISA. The Fund Information in the statements of net
assets available for benefits and the statements of changes in
net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets
available for benefits and the changes in net assets available
for benefits of each fund. Schedule I and the Fund Information
have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
PRICE WATERHOUSE LLP
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
Statement of Net Assets Available for Benefits with Fund
Information
March 31, 1997
Page 2
- --------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Companies, Inc. income income index
stock fund fund fund fund
<S> <C> <C> <C> <C>
Assets
Receivables:
Contributions:
Participant $ 1,116,710 $ 22,132 $ 82,830 $ 250,861
Employer 669,881 - - -
------------ ----------- ----------- -----------
1,786,591 22,132 82,830 250,861
------------ ----------- ----------- -----------
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* 866,236,945
Anheuser-Busch Companies, Inc.
Short Term Fixed Income Fund 10,501,546
Anheuser-Busch Companies, Inc.
Medium Term Fixed Income Fund 32,874,148
Anheuser-Busch Companies, Inc.
Capital Equity Index Fund* 67,564,753
Anheuser-Busch Companies, Inc.
Managed Balanced Fund
Anheuser-Busch Companies, Inc.
Index Balanced Fund
Mellon Bank Employee Benefit
Temporary Investment Fund 654,102
Participant loans
Earthgrains Company, Inc. - - - -
Common Stock
----------- ----------- ----------- -----------
Total investments 866,891,047 10,501,546 32,874,148 67,564,753
------------ ----------- ----------- -----------
Total assets 868,677,638 10,523,678 32,956,978 67,815,614
------------ ----------- ----------- -----------
Liabilities
Notes payable 141,050,000
------------ ----------- ----------- -----------
Total liabilities 141,050,000 - - -
------------ ----------- ----------- -----------
Net assets available for $727,627,638 $10,523,678 $32,956,978 $67,815,614
benefits ============ =========== =========== ===========
</TABLE>
*Represents more than 5% of net assets available for benefits.
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
balanced balanced loan Company stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Assets
Receivables:
Contributions:
Participant $ 40,060 $ 25,417 $ - $ - $ 1,538,010
Employer - - - - 669,881
------------ ----------- ----------- ----------- -----------
40,060 25,417 - - 2,207,891
------------ ----------- ----------- ----------- -----------
Investments at fair value:
Anheuser-Busch Companies, Inc.
Common Stock* 866,236,945
Anheuser-Busch Companies, Inc.
Short Term Fixed Income Fund 10,501,546
Anheuser-Busch Companies, Inc.
Medium Term Fixed Income Fund 32,874,148
Anheuser-Busch Companies, Inc.
Capital Equity Index Fund* 67,564,753
Anheuser-Busch Companies, Inc.
Managed Balanced Fund 8,821,674 8,821,674
Anheuser-Busch Companies, Inc.
Index Balanced Fund 6,597,319 6,597,319
Mellon Bank Employee Benefit
Temporary Investment Fund 654,102
Participant loans 34,581,109 34,581,109
Earthgrains Company, Inc.
Common Stock - - - 11,971,852 11,971,852
------------ ----------- ----------- ----------- ----------
Total investments 8,821,674 6,597,319 34,581,109 11,971,852 1,039,803,448
------------ ----------- ----------- ----------- -------------
Total assets 8,861,734 6,622,736 34,581,109 11,971,852 1,042,011,339
------------ ----------- ----------- ----------- -------------
Liabilities
Notes payable 141,050,000
------------ ----------- ----------- ----------- -------------
Total liabilities - - - - 141,050,000
------------ ----------- ----------- ----------- -------------
Net assets available for $ 8,861,734 $ 6,622,736 $34,581,109 $11,971,852 $ 900,961,339
benefits ============ =========== =========== =========== =============
</TABLE>
*Represents more than 5% of net assets available for benefits.
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
Statement of Net Assets Available for Benefits with Fund
Information
March 31, 1996
Page 3
- --------------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Companies, Inc. income income index
stock fund fund fund fund
<S> <C> <C> <C> <C>
Assets
Cash $ 7,230 $ - $ - $ -
Receivables:
Contributions:
Participant 1,205,892 27,465 109,858 41,197
Employer 700,927
Interest 11,538 - - -
------------- ---------- ----------- -----------
1,925,587 27,465 109,858 41,197
------------- ---------- ----------- -----------
Investments, at fair value:
Anheuser-Busch Companies, 689,233,480
Inc. Common Stock*
Anheuser-Busch Companies, Inc.
Short Term Fixed Income Fund 8,703,657
Anheuser-Busch Companies, Inc.
Medium Term Fixed Income Fund* 34,465,256
Anheuser-Busch Companies, Inc.
Capital Equity Index Fund* 48,056,458
Anheuser-Busch Companies, Inc.
Managed Balanced Fund
Anheuser-Busch Companies, Inc.
Index Balanced Fund
Mellon Bank Employee Benefit
Temporary Investment Fund 11,457,017
Participant loans
Earthgrains Company, Inc.,
Common Stock - - - -
------------ ----------- ----------- -----------
Total investments 700,690,497 8,703,657 34,465,256 48,056,458
------------ ----------- ----------- -----------
Total assets 702,616,084 8,731,122 34,575,114 48,097,655
------------ ----------- ----------- -----------
Liabilities
Notes payable 157,700,000
Other payable 263 - - -
------------ ----------- ----------- -----------
Total liabilities 157,700,263 - - -
------------ ----------- ----------- -----------
Net assets available for
benefits $544,915,821 $ 8,731,122 $34,575,114 $48,097,655
============ =========== =========== ===========
</TABLE>
*Represents more than 5% of net assets available for benefits.
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
balanced balanced loan Company stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Assets
Cash $ - $ - $ - $ - $ 7,230
Receivables:
Contributions:
Participant 41,197 41,197 - - 1,466,806
Employer - - - - 700,927
Interest - - - - 11,538
------------ ----------- ----------- ----------- -----------
41,197 41,197 - - 2,186,501
------------ ----------- ----------- ----------- -----------
Investments, at fair value:
Anheuser-Busch Companies, Inc.
Common Stock* 689,233,480
Anheuser-Busch Companies, Inc.
Short Term Fixed Income Fund 8,703,657
Anheuser-Busch Companies, Inc.
Medium Term Fixed Income Fund* 34,465,256
Anheuser-Busch Companies, Inc.
Capital Equity Index Fund* 48,056,458
Anheuser-Busch Companies, Inc.
Managed Balanced Fund 7,410,828 7,410,828
Anheuser-Busch Companies, Inc.
Index Balanced Fund 4,705,185 4,705,185
Mellon Bank Employee Benefit
Temporary Investment Fund 11,457,017
Participant loans 28,907,563 28,907,563
Earthgrains Company, Inc.
Common Stock - - - 12,469,948 12,469,948
------------ ----------- ----------- ----------- ----------
Total investments 7,410,828 4,705,185 28,907,563 12,469,948 845,409,392
------------ ----------- ----------- ----------- -------------
Total assets 7,452,025 4,746,382 28,907,563 12,469,948 847,595,893
------------ ----------- ----------- ----------- -------------
Liabilities
Notes payable 157,700,263
Other payable - - - - 263
------------ ----------- ----------- ----------- -------------
Total liabilities - - - - 157,700,000
------------ ----------- ----------- ----------- -------------
Net assets available for $ 7,452,025 $ 4,746,382 $28,907,563 $12,469,948 $ 689,895,630
benefits ============ =========== =========== =========== =============
</TABLE>
*Represents more than 5% of net assets available for benefits.
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits with
Fund Information
Year Ended March 31, 1997
Page 4
- --------------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Companies, Inc. income income index
stock fund fund fund fund
<S> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ 10,356,001 $ - $ - $ -
Participant 27,686,726 547,305 3,469,934 5,600,742
------------ ----------- ----------- -----------
38,042,727 547,305 3,469,934 5,600,742
------------ ----------- ----------- -----------
Investment income:
Interest 323,328 264
Dividends 15,639,999
Net realized and unrealized
appreciation in fair value
of investments 173,078,881 478,815 1,424,832 9,512,099
------------ ----------- ----------- -----------
Total additions 227,084,935 1,026,384 4,894,766 15,112,841
------------ ----------- ----------- -----------
Deductions from net assets
attributed to:
Distributions to
participants 35,557,123 911,099 1,689,573 2,390,727
Interest expense 20,169,188
Administrative expenses 6,270 - - -
------------ ----------- ----------- -----------
Total deductions 55,732,581 911,099 1,689,573 2,390,727
------------ ----------- ----------- -----------
Net transfers in (out) 11,359,463 1,677,271 (4,823,329) 6,995,845
------------ ----------- ----------- -----------
Net increase (decrease) 182,711,817 1,792,556 (1,618,136) 19,717,959
Net assets available for
benefits, beginning of year 544,915,821 8,731,122 34,575,114 48,097,655
------------ ----------- ----------- -----------
Net assets available for
benefits, end of year $727,627,638 $10,523,678 $32,956,978 $67,815,614
============ =========== =========== ===========
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
balanced balanced loan Company stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ - $ - $ - $ - $ 10,356,001
Participant 898,362 557,983 - - 38,761,052
------------ ----------- ----------- ----------- -------------
898,362 557,983 - - 49,117,053
------------ ----------- ----------- ----------- -------------
Investment income:
Interest 2,487,925 2,811,517
Dividends 15,639,999
Net realized and unrealized
appreciation in fair value
of investments 825,131 569,651 - 5,485,188 191,374,597
------------ ----------- ----------- ----------- -------------
Total additions 1,723,493 1,127,634 2,487,925 5,485,188 258,943,166
------------ ----------- ----------- ----------- -------------
Deductions from net assets
attributed to:
Distributions to participants 707,429 139,667 78,815 695,512 42,169,945
Interest expense 20,169,188
Administrative expenses - - - - 6,270
------------ ----------- ----------- ----------- -------------
Total deductions 707,429 139,667 78,815 695,512 62,345,403
------------ ----------- ----------- ----------- -------------
Net transfers in (out) 393,645 888,387 3,264,436 (5,287,772) 14,467,946
------------ ----------- ----------- ----------- -------------
Net increase (decrease) 1,409,709 1,876,354 5,673,546 (498,096) 211,065,709
Net assets available for
benefits, beginning of year 7,452,025 4,746,382 28,907,563 12,469,948 689,895,630
------------ ----------- ----------- ----------- -------------
Net assets available for
benefits, end of year $ 8,861,734 $ 6,622,736 $34,581,109 $11,971,852 $ 900,961,339
============ =========== =========== =========== =============
</TABLE>
*Represents more than 5% of net assets available for benefits.
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits with
Fund Information
Year Ended March 31, 1996
Page 5
- --------------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Companies, Inc. income income index
stock fund fund fund fund
<S> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ 19,519,078 $ - $ - $ -
Participant 24,594,631 693,057 2,845,512 4,234,080
------------ ---------- ------------ ------------
44,113,709 693,057 2,845,512 4,234,080
Investment income:
Interest 285,027
Dividends 16,386,568
Net realized and unrealized
appreciation in fair value
of investments 75,987,369 277,123 2,725,886 11,064,328
------------ ---------- ------------ -----------
92,658,964 277,123 2,725,886 11,064,328
Transfer in at Fund inception - - - -
------------ ---------- ------------ -----------
Total additions 136,772,673 970,180 5,571,398 15,298,408
------------ ---------- ------------ -----------
Deductions from net assets
attributed to:
Distributions to participants 25,980,189 674,610 1,731,452 1,160,947
Interest expense 7,158,938
Administrative expenses 5,698 - - -
------------ ---------- ------------ -----------
Total deductions 33,144,825 674,610 1,731,452 1,160,947
------------ ---------- ------------ -----------
Transfer of assets (to) from
Deferred Income Stock Purchase
& Savings Plan (For Employees
covered by a Collective
Bargaining Agreement) (1,052,236) 8,012 19,295 10,155
Transfer of assets (to) from
Deferred Income Stock Purchase
& Savings Plan (For Certain Hourly
Employees of Anheuser-Busch
Companies, Inc. and its
Subsidiaries 7,662,466 944 809 944
Transfer of assets (to) from
Deferred Income Stock Purchase
& Savings Plan (For Certain
Employees of the Earthgrains
Company) (13,630) 1,179 (1,752) (9,288)
Interfund transfer in (out) (16,369,763) 1,138,377 (678,117) 5,222,453
------------ ---------- ----------- -----------
Net transfer in (out) (9,773,163) 1,148,512 (659,765) 5,224,264
------------ ---------- ----------- -----------
Net increase (decrease) 93,854,685 1,444,082 3,180,181 19,361,725
Net assets available for
benefits, beginning of year 451,061,136 7,287,040 31,394,933 28,735,930
------------ ---------- ----------- -----------
Net assets available for
benefits, end of year $544,915,821 $8,731,122 $34,575,114 $48,097,655
============ ========== =========== ===========
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
balanced balanced loan Company stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ - $ - $ - $ - $ 19,519,078
Participant 1,027,735 792,735 - - 34,187,750
------------ ----------- ----------- ----------- -------------
1,027,735 792,735 - - 53,706,828
Investment income:
Interest 1,990,177 2,275,204
Dividends 16,386,568
Net realized and unrealized
appreciation in fair value
of investments 1,951,190 536,827 - 4,132,264 96,674,987
------------ ----------- ----------- ----------- -------------
1,951,190 536,827 1,990,177 4,132,264 115,336,759
Transfer in at Fund inception - - - 4,929,626 4,929,626
------------ ---------- ----------- ----------- -------------
Total additions 2,978,925 1,329,562 1,990,177 9,061,890 173,973,213
------------ ---------- ----------- ----------- -------------
Deductions from net assets
attributed to:
Distributions to participants 251,190 102,733 558,244 - 30,459,365
Interest expense 7,158,938
Administrative expenses - - - - 5,698
------------ ----------- ----------- ----------- -------------
Total deductions 251,190 102,733 558,244 - 37,624,001
------------ ----------- ----------- ----------- -------------
Transfer of assets (to) from
Deferred Income Stock Purchase
& Savings Plan (For Employees
covered by a Collective
Bargaining Agreement) 6,480 6,513 5,994 - (995,787)
Transfer of assets (to) from
Deferred Income Stock Purchase
& Savings Plan (For Certain Hourly
Employees of Anheuser-Busch
Companies, Inc. and its Subsidiaries 269 269 (4,460) (30,815) 7,630,426
Transfer of assets (to) from
Deferred Income Stock Purchase
& Savings Plan (For Certain Employees
of the Earthgrains Company) 1,768 1,768 - - (19,955)
Interfund transfer in (out) 1,293,929 1,912,251 4,041,997 3,438,873 -
------------ ---------- ----------- ----------- -------------
Net transfer in (out) 1,302,446 1,920,801 4,043,531 3,408,058 6,614,684
------------ ----------- ----------- ----------- -------------
Net increase (decrease) 4,030,181 3,147,630 5,475,464 12,469,948 142,963,896
Net assets available for
benefits, beginning of year 3,421,844 1,598,752 23,432,099 - 546,931,734
----------- ----------- ----------- ----------- -------------
Net assets available for
benefits, end of year $ 7,452,025 $ 4,746,382 $28,907,563 $12,469,948 $ 689,895,630
============ =========== =========== =========== =============
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
Notes to Financial Statements
Page 6
- --------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
GENERAL
The Anheuser-Busch Deferred Income Stock Purchase and
Savings Plan (the Plan) was established as a result of an
amendment to the Anheuser-Busch Employee Stock Purchase and
Savings Plan (the Original Plan). The Anheuser-Busch Employee
Stock Purchase and Savings Plan was established by
Anheuser-Busch, Inc., effective April 1, 1976. The Original Plan
was divided into two separate plans effective January 1, 1985:
the Deferred Income Stock Purchase and Savings Plan and the
Employee Stock Purchase and Savings Plan. The Plan is a
continuation of the Original Plan except that certain additional
features were added, including provisions for Before-Tax
Contributions pursuant to Section 401(k) of the Internal Revenue
Code. Additionally, eligibility was limited to employees not
covered by a collective bargaining agreement. Effective July 1,
1994, the Plan was divided into two separate plans, one of which
is a continuation of the Plan as amended, and the other of which
is the Anheuser-Busch Deferred Income Stock Purchase and Savings
Plan (For Certain Hourly Employees of the Earthgrains Company).
The Plan covers eligible employees of Anheuser-Busch
Companies, Inc. (the Company) and certain subsidiaries of the
Company which include: Anheuser-Busch Asia, Inc.; Anheuser-Busch
Distributors of New York, Inc.; Anheuser-Busch Europe, Inc.;
Anheuser-Busch, Incorporated; Anheuser-Busch International, Inc.;
Anheuser-Busch Investment Capital Corporation; Anheuser-Busch
Mexico, Inc.; Anheuser-Busch Recycling Corporation;
Anheuser-Busch Sales of Hawaii, Inc.; Anheuser-Busch Sales of
South Bay, Inc.; August A. Busch & Co. of Massachusetts; Board
Walk and Baseball, Inc.; Busch Agricultural Resources, Inc.;
Busch Biotech, Inc.; Busch Creative Services Corporation; Busch
Entertainment Corporation; Busch Media Group; Busch Mechanical
Services, Inc.; Busch Properties, Inc.; Busch Properties of
Florida, Inc.; Consolidated Farms, Inc.; Fairfield Transport,
Inc.; Innervision Productions, Inc.; Kingsmill Realty, Inc.;
Manufacturers Cartage Company; Manufacturers Railway Company;
Metal Container Corporation; Metal Container Corporation of
California; Metal Container International, Inc.; Metal Container
Service Corporation; MRS Transport Company; Nutri-Turf, Inc.;
Pacific International Rice Mills, Inc.; Precision Printing and
Packaging, Inc.; Sea World of Florida, Inc.; Sea World of Texas,
Inc.; Sea World, Inc.; St. Louis Refrigerator Car Company; and
Williamsburg Transport, Inc.
The Plan is operated in compliance with the Tax Equity and
Fiscal Responsibility Act of 1982, the Deficit Reduction Act of
1984, the Retirement Equity Act of 1984 and the Tax Reform Act of
1986. The plan was restated effective April 1, 1994 primarily to
incorporate previous amendments. This summary is intended to
provide only a general description of the Plan's provisions.
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
Notes to Financial Statements
Page 7
- --------------------------------------------------------------------------
Participants should refer to the Plan document for more complete
information.
PLAN ADMINISTRATION
The Plan's named fiduciaries are the Company, as Sponsor and
Plan Administrator, and Mellon Bank, N.A. as the Trustee. As
Sponsor, the Company has the right to amend the Plan, designate
the Plan's named fiduciaries and exercise all fiduciary functions
necessary for the operation of the Plan except those which are
assigned to another named fiduciary by the Plan or the related
trust agreement. The Company has appointed an Administrative
Committee to exercise the authority and responsibility for the
general administration of the Plan. The Trustee has the
exclusive authority and discretion to invest, manage and hold the
assets of the trust in accordance with the provisions of the Plan
and the separate trust agreement.
The Plan was amended effective June 1, 1989, to add
provisions to make the Plan a stock bonus plan and to permit the
leveraged acquisition of Company stock by the Plan. As such, the
Plan is subject to the requirements of an employee stock
ownership plan (ESOP) under Section 4975(e)(7) of the Internal
Revenue Code. The Trustee was specifically empowered to enter
into loans, on behalf of the Plan, to acquire Company stock or to
repay a prior ESOP loan.
Effective April 1, 1994, the Plan was amended to incorporate
various changes to the Plan, including changes in participants'
contribution limits, changes in company matching contributions,
the addition of the Managed Balanced Fund and Indexed Balanced
Fund investment options, and the decrease in the vesting period
from three years to two years.
PLAN PARTICIPATION
Each employee of a participating employer (other than
employees covered by a collective bargaining agreement) of the
Company is eligible to participate in the Plan after completing
one year of service in which 1,000 hours of service are
completed. Participation by eligible employees is voluntary.
CONTRIBUTIONS
A participant may make matched or unmatched contributions.
Both matched and unmatched contributions may be before-tax or
after-tax. A participant may contribute from 1% to 6% of his
base compensation through payroll deductions for Before-Tax
Matched Contributions and After-Tax Matched Contributions. The
sum of these matched contributions may not be less than 1% nor
more than 6% of the participant's base compensation. In
addition, a participant may contribute from 1% to 10% of his base
compensation through payroll deductions for Before-Tax Unmatched
Contributions and After-Tax Unmatched Contributions; however, the
unmatched contribution rates may not exceed 10% of the
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
Notes to Financial Statements
Page 8
- ---------------------------------------------------------------------------
participant's base compensation and are subject to other
limitations as set forth in the Plan agreement. In addition, the
sum of Before-Tax contribution rates must not exceed 16% of a
participant's base compensation, subject to certain limitations
of the Internal Revenue Code. The participant's employer then
contributes a matching amount, determined annually, based on the
relationship of the Company's net income to its payroll for the
year most recently ended. However, in no event may the
participating employer's matching contribution be less than
33-1/3% nor more than 75% of the aggregate participant
contributions. The Company may contribute an amount in excess of
the matching contribution to enable the Plan to meet its debt
service payments.
The Company may also be required to make a Supplemental
Contribution as determined by the Administrative Committee in
accordance with the Plan document. Supplemental Contributions
are payable within 180 days of the Plan's year end and are
allocated to participants who have account balances as of the end
of the Plan year. For the years ended March 31, 1997 and 1996,
no Supplemental Contributions were required.
Employee contributions vest and become non-forfeitable
immediately. Company contributions for participants actively
employed by the Company on or prior to March 31, 1989 vested
immediately. For participants subsequently employed, Company
contributions vest and become non-forfeitable after two years of
service. Company contributions also vest upon termination of
employment by reason of death, permanent disability, entry into
military service, layoff exceeding twelve months, upon
termination of employment for any reason, including retirement,
after reaching age 60, or in the event of a "change of control"
of the Company (as defined in the Plan). Forfeitures of
nonvested balances reduce future employer contributions.
INVESTMENTS
The Trustee maintains an Anheuser-Busch Companies, Inc.
Common Stock Fund, an Earthgrains Company, Inc. Common Stock
Fund, a Short-Term Fixed Income Fund, a Medium-Term Fixed Income
Fund, an Equity Index Fund, a Managed Balanced Fund, and an
Indexed Balanced Fund for the investment of participant and
employer contributions. All employer contributions are invested
in the Company Stock Fund. At least one-half of each
participant's Before-Tax Matched Contributions and at least
one-half of each participant's After-Tax Matched Contributions
shall be invested in the Company Stock Fund for certain periods
of time. The participant may direct the remaining one-half of
each type of matched contributions and all unmatched
contributions to be invested in increments of 1% into any fund
established under the Plan. Earnings are reinvested in the fund
to which they relate.
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
Notes to Financial Statements
Page 9
- -------------------------------------------------------------------------
The Master Trusts had been established for each of the
investment funds other than the Company Stock Fund for the
investment of the Plan's assets and the assets of the other stock
purchase and savings plans sponsored by the Company. On
September 1, 1995, the Master Trusts for each investment fund
were combined, along with the Company Stock Fund into a single
Master Trust.
DISTRIBUTIONS
The Plan permits in-service withdrawals and an optional
annual class year distribution as defined in the Plan document,
subject to certain restrictions. Distributions for terminations
are comprised of the participant's personal contribution portion
of his account and the part of the Company contribution portion
of his account which is vested. Termination and annual class
year distributions for whole numbers of shares are payable in
Company shares while the value of fractional shares and all
interests in the other funds are payable in cash. Alternatively,
the participant may elect to have non-share investments
transferred to the Company Stock Fund and distributed thereafter
in shares with fractional shares distributed in cash. In-service
distributions other than annual class year distributions are
payable at the election of the participant in Company shares or
in cash.
PARTICIPANT LOANS
A participant may borrow from Before-Tax and/or After-Tax
vested account balances, subject to certain conditions. The
minimum loan amount is $1,000; the maximum amount is the lesser
of $50,000 less the highest outstanding loan balance under the
Plan during the one-year period ending on the day before the loan
is made, or 50% of the vested account balance. The interest rate
for the life of the loan is set quarterly at prime plus one
percentage point as of the end of the preceding quarter. The
term of a loan for the purchase of a principal residence may be
up to 10 years; the term of a loan for any other reason may not
exceed 5 years.
PLAN EXPENSES
Under the Master Trust agreement with the Trustee, the
Company may pay all expenses incurred in the administration of
the Master Trust, including trustee fees, but is not obligated to
do so. Trustee expenses not paid by the Company are paid by the
Master Trust and proportionately allocated to the participating
plans. All other expenses incurred in the administration of the
Plan are charged to and paid by the participating employers.
PLAN TERMINATION
The Company anticipates that the Plan will continue without
interruption but reserves the right to terminate its
participation in the Plan subject to the provisions of ERISA.
Such termination would result in the immediate and full vesting
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
Notes to Financial Statements
Page 10
- --------------------------------------------------------------------------
of each participant's account balance. The Trustee would then
retain the assets until otherwise distributable under the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements are prepared on the accrual
basis of accounting.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of additions to and deductions from net assets
during the reporting period. Actual results could differ from
those estimates.
Certain reclassifications have been made to the 1996
financial statements to conform to current year presentation.
INVESTMENT VALUATION
Investments in common stock, U.S. government securities, and
corporate debt instruments are stated at fair value based on the
quoted market price at March 31, 1997. Investments in interest
bearing cash, insurance contracts, and interests in
common/collective trusts are stated at fair value as determined
by the trustee. Participant loans are valued at cost which
approximates fair value.
SECURITY TRANSACTIONS AND INVESTMENT INCOME
Investment purchases and sales, and related realized gains
and losses, are recorded on the trade date. Interest income is
recorded as earned. Dividend income is recorded on the
ex-dividend date. Net realized and unrealized appreciation in
fair value of investments is comprised of the change in market
value compared to the cost of investments retained in the Plan,
and realized gains and losses on security transactions which
represent the difference between proceeds and cost.
ALLOCATION OF ASSETS
The Plan participates in the Anheuser-Busch Companies, Inc.
Defined Contribution Master Trust (Master Trust) established for
the investments of this plan and the other stock purchase and
savings plans sponsored by the Company. Units of participation
in the Master Trust are allocated to participating plans based on
the relationship of individual plan contributions to the market
value of the Master Trust. Earned income, realized and
unrealized gains and losses, and administrative expenses are
retained in the Master Trust and are allocated to participating
plans by the Trustee, based on units of participation on the
transaction date.
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
Notes to Financial Statements
Page 11
- --------------------------------------------------------------------------
3. INTERESTS IN ANHEUSER-BUSCH COMPANIES, INC. DEFINED
CONTRIBUTION MASTER TRUST
Effective September 1, 1995 the Company and the Trustee
entered into a new master trust agreement. On September 1, 1995,
in accordance with the agreement, the Plan transferred it's
investments in: the Anheuser-Busch Companies, Inc. Common Stock
Fund, the Anheuser-Busch Companies, Inc. Short Term Fixed Income
Master Trust, the Anheuser-Busch Companies, Inc. Medium Term
Fixed Income Master Trust, the Anheuser-Busch Companies, Inc.
Capital Equity Index Fund Master Trust, the Anheuser-Busch
Companies, Inc. Managed Balanced Fund Master Trust, and the
Anheuser-Busch Companies, Inc. Indexed Balanced Fund Master Trust
for units of participation in the Anheuser-Busch Companies, Inc.
Defined Contribution Master Trust. The Earthgrains Company,
Inc.'s Common Stock Fund was also added to the Anheuser-Busch
Companies, Inc. Defined Contribution Master Trust. The assets of
the Master Trust are held by Mellon Bank, N.A. (Trustee).
At March 31, 1997 and 1996, the Plan's interest in the net
assets of the Master Trust was approximately 51% and 50%,
respectively.
The following table presents the fair value of investments
for the Master Trust:
March 31,
1997 1996
Investments at fair value:
Anheuser-Busch common stock $ 1,764,489,350 $ 1,454,421,887
Short-term fixed income 12,234,324 12,844,323
Medium-term fixed income 44,142,666 48,259,434
Equity index 86,880,218 65,055,866
Managed balanced 10,806,861 9,431,452
Index balanced 7,756,536 6,020,060
Participant loans 76,179,822 63,971,162
Earthgrains Company common stock 24,070,669 25,851,364
--------------- ---------------
$ 2,026,560,446 $ 1,685,855,548
=============== ===============
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
Notes to Financial Statements
Page 12
- --------------------------------------------------------------------------
Investment income for the Master Trust is as follows:
Year ended March 31,
1997 1996
Net appreciation in fair value of
investments:
Anheuser-Busch common stock $ 353,822,133 $ 179,537,693
Short-term fixed income 712,403 (146,135)
Medium-term fixed income 1,969,137 1,574,195
Equity index 12,218,135 14,939,087
Managed balanced 956,745 2,236,095
Index balanced 758,054 844,001
Participant loans (2,005,752)
Earthgrains Company common stock 11,179,051 8,648,339
------------ -----------
381,615,658 205,627,523
Interest 6,245,287 8,752,807
Dividends 32,464,215 34,040,767
----------- ------------
$ 420,325,160 $ 248,421,097
============ ============
Financial statements for the Anheuser-Busch Companies, Inc. Defined
Contribution Master Trust as of and for the years ended March 31, 1997 and
1996 are included as Appendix A.
4. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the
Company by a letter dated January 30, 1995, that the Plan is
designed in accordance with applicable sections of the Internal
Revenue Code. Therefore, the underlying trust of such a Plan is
exempt from federal income taxes under Section 501 of the Code.
The Plan Administrator and the Plan's tax counsel believe that
the Plan is designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore,
no provision for income taxes has been included in the Plan's
financial statements.
5. NOTES PAYABLE
In June 1989, the Plan issued $250 million in guaranteed
8.32% ESOP notes (Notes) to a group of insurance companies and
other financial institutions. In September 1993, the interest
rate was reduced to 8.25% per annum retroactive to January 1,
1993. Interest is payable semi-annually. Principal is payable
in annual installments until maturity on March 31, 2004. The
Notes are guaranteed by Anheuser-Busch Companies, Inc. and
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
Notes to Financial Statements
Page 13
- --------------------------------------------------------------------------
Anheuser-Busch, Inc. Proceeds of the Notes were used to purchase
5,665,723 shares of Company stock, the unallocated portion of
which is pledged as security for the Notes. The shares are
maintained in the Company Stock Fund and are released and
allocated to Plan participants based on calculations specified in
the Plan document as contributions are made to the Plan. During
the year ended March 31, 1997, 778,032 shares were released to
participants. Anheuser-Busch Companies, Inc. issued a 2-for-1
stock split during September 1996 resulting in an increase of the
Company Stock Fund unallocated shares. At March 31, 1997 the
Company Stock Fund held 5,087,996 unallocated shares.
Principal maturities for each of the years ending March 31,
are as follows:
1998 $ 17,450,000
1999 18,350,000
2000 19,150,000
2001 20,000,000
2002 20,950,000
2003 22,000,000
2004 23,150,000
------------
$ 141,050,000
============
6. BENEFIT OBLIGATIONS
Benefit obligations for persons who have withdrawn from
participation in the Plan are as follows:
March 31,
1997 1996
Anheuser-Busch Companies common stock fund $ 834,010 $ 95,925
Medium-term fixed income fund 99,213 1,817
Equity index fund 157,684 2,447
Managed balanced fund 12,476
Index balanced fund 1,982 29
Earthgrains Company common stock fund 19,834 -
--------- -------
$1,125,199 $100,218
========= =======
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
Notes to Financial Statements
Page 14
- --------------------------------------------------------------------------
In accordance with generally accepted accounting principles,
these amounts are not reported as distributions payable in the
accompanying financial statements. However, Department of Labor
regulations require that these amounts be reported as liabilities
on Form 5500. Accordingly, net assets available for benefits
reported on Form 5500 are lower than that reflected in the
financial statements by the above amounts.
7. TRANSACTIONS WITH PARTIES-IN-INTEREST
At March 31, 1997, the Plan held shares of Anheuser-Busch
Companies, Inc. common stock. These shares had a total cost of
$380,311,194 and total market value of $866,236,945 at March 31,
1997. During the year ended March 31, 1997, transactions with
the Company included aggregate purchases and sales totaling
$21,081,942 and $1,801,063, respectively. These transactions
are allowable party-in-interest transactions under Section 408(e)
and 408(b)(8) of ERISA and the regulations promulgated
thereunder.
At March 31, 1997, the Plan held investments in the Employee
Benefit Temporary Investment Fund of Mellon Bank N.A., the Plan
trustee. These investments had a total cost and total market
value of $654,102 at March 31, 1997. During the year ended March
31, 1997, transactions with the Fund included aggregate purchases
and sales totaling $38,155,766 and $49,910,261, respectively.
These transactions are allowable party-in-interest transactions
under Section 408(e) and 408(b)(8) of ERISA and the regulations
promulgated thereunder.
8. UNIT ACCOUNTING
As of October 17, 1995, the Company began allocating units
to participant accounts. On March 31, 1997, the total number of
units allocated to each of the funds in the Plan and the
applicable net asset value (NAV) of each unit was as follows:
Units Held NAV per Unit
Anheuser-Busch Common Stock Fund 47,089,969 13.95
Short Term Fixed Income Fund 644,490 16.29
Medium Term Fixed Income Fund 1,538,013 21.37
Equity Index Fund 407,817 165.67
Managed Balanced Fund 608,551 14.50
Indexed Balanced Fund 183,413 35.97
Participant Loans 34,412,563 1.00
Earthgrains Company Common Stock Fund 1,451,461 8.25
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK SCHEDULE I
PURCHASE AND SAVINGS PLAN
Item 27d - Schedule of Reportable Transactions*
Year Ended March 31, 1997
- --------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Number Number Total Total
Identity of Description of of cost of proceeds Net gain
party involved of asset purchases sales purchases from sales (loss)
<S> <C> <C> <C> <C> <C> <C>
Mellon Bank, N.A. Employee Benefit 265 70 $ 38,155,766 $ 49,910,261 $ -
Temporary Investment
Fund
Anheuser-Busch Promissory Notes of 57 - 10,988,381 - -
Companies, Inc. various participants
of plan (participant
loans)
Anheuser-Busch Common Stock 43 4 21,081,942 1,801,063 958,607
Companies, Inc.
The Earthgrains Common Stock - 41 2,986,595 6,404,513 3,417,918
Company
</TABLE>
* Transactions or series of transactions in excess of 5 percent of the
current value of the Plan's assets as of March 31, 1996 as defined in
Section 2520.103-6 of the Department of Labor Rules and Regulations for
Reporting and Disclosure under ERISA.
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
Page 1 of 4
Statement of Net Assets Available for Benefits with Fund Information
March 31, 1997
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
- -------------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Companies, Inc. income income index
stock fund fund fund fund
<S> <C> <C> <C> <C>
Assets
Cash $ - $ - $ 869 $ -
Receivables:
Income - 3,334,261 607,418 -
--------------- ------------ ------------ ------------
- 3,334,261 608,287 -
--------------- ------------ ------------ ------------
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock 1,763,200,723
Interest bearing cash 1,288,627 350,368
U.S. government securities 1,901,519 31,422,938
Corporate debt instruments 10,332,805 11,217,609
Insurance contracts
Interest in common/collective 1,151,751
trusts
Loans to participant
Earthgrains Company Inc.
common stock
Other investments - - - 86,880,218
--------------- ----------- ------------ ------------
1,764,489,350 12,234,324 44,142,666 86,880,218
--------------- ------------ ------------ ------------
Total assets 1,764,489,350 15,568,585 44,750,953 86,880,218
--------------- ------------ ------------ ------------
Liabilities
Notes payable 282,100,000 - - -
--------------- ------------ ------------ ------------
Total liabilities 282,100,000 - - -
--------------- ------------ ------------ ------------
Net assets available $ 1,482,389,350 $ 15,568,585 $ 44,750,953 $ 86,880,218
for benefits =============== ============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
balanced balanced loan Company stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Assets
Cash $ - $ - $ - $ - $ 869
Receivables:
Income - - - - 3,941,679
----------- -------- -------- ---------- --------------
- - - - 3,942,548
----------- -------- -------- ----------- --------------
Investments, at fair value
Anheuser-Busch Companies, Inc.
Common Stock 1,763,200,723
Interest bearing cash 1,638,995
U.S. government securities 33,324,457
Corporate debt instruments 21,550,414
Insurance contracts 10,806,861 3,809,698 14,616,559
Interest in common/collective
trusts 3,946,838 5,098,589
Loans to participant 76,179,822 76,179,822
Earthgrains Company Inc.
common stock 24,070,669 24,070,669
Other investments - - - - 86,880,218
------------- ---------- ---------- ----------- -------------
10,806,861 7,756,536 76,179,822 24,070,669 2,026,560,446
------------- ---------- ---------- ----------- -------------
Total assets 10,806,861 7,756,536 76,179,822 24,070,669 2,030,502,994
------------- ---------- ---------- ----------- -------------
Liabilities
Notes payable - - - - 282,100,000
------------ ---------- ----------- ----------- -------------
Total liabilities - - - - 282,100,000
------------ ---------- ----------- ----------- -------------
Net assets available $ 10,806,861 $ 7,756,536 $ 76,179,822 $ 24,070,669 $ 1,748,402,994
for benefits ============ =========== =========== =========== ==============
</TABLE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
Page 2 of 4
Statement of Net Assets Available for Benefits
March 31, 1996
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
- --------------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Companies, Inc. income income index
stock fund fund fund fund
<S> <C> <C> <C> <C>
Assets
Cash $ 9,443 $ - $ 493 $ -
Receivables:
Income 25,136 717,116 660,124 -
------------ --------- ---------- -----------
34,579 717,116 660,617 -
------------ --------- ---------- -----------
Investments, at fair market value
Earthgrains Company Inc.
common stock
Anheuser-Busch Companies, 1,429,086,002
Inc. common stock
Interest bearing cash 25,335,885 780,070
U.S. Government securities 4,975,174 30,828,807
Corporate debt instruments 7,380,989 11,816,309
Insurance contracts
Interest in common/collective 3,363,318
trusts
Loans to participants
Other investments - 488,160 1,470,930 65,055,866
------------- ---------- ---------- ----------
Total investments 1,454,421,887 12,844,323 48,259,434 65,055,866
------------- ---------- ---------- ----------
Total assets 1,454,456,466 13,561,439 48,920,051 65,055,866
------------- ---------- ---------- ----------
Liabilities
Notes payable 315,400,000
Other payable 573 - - -
------------ ---------- ---------- -----------
Total liabilities 315,400,573 - - -
------------ ---------- ---------- -----------
Net assets available $ 1,139,055,893 $13,561,439 $ 48,920,051 $ 65,055,866
for benefits =============== ========== =========== ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
Balanced balanced loan Company stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Assets
Cash $ - $ - $ - $ - $ 9,936
Receivables:
Income - - - - 1,402,376
------------- ----------- ------------ ------------ ---------------
- - - - 1,412,312
------------- ----------- ------------ ------------ ---------------
Investments, at fair value
Earthgrains Company Inc.
common stock 25,851,364 25,851,364
Anheuser-Busch Companies, Inc.
common stock 1,429,086,002
Interest bearing cash 26,115,955
U.S. Government securities 35,803,981
Corporate debt instruments 19,197,298
Insurance contracts 9,431,452
Interest in common/collective 9,431,452
trusts 3,023,771 (5,096,285) 1,290,804
Loans to participants 69,067,447 69,067,447
Other investments - 2,996,289 - - 70,011,245
------------ ---------- ----------- ------------ ---------------
Total investments 9,431,452 6,020,060 63,971,162 25,851,364 1,685,855,548
------------ ----------- ------------ ------------ ---------------
Total assets 9,431,452 6,020,060 63,971,162 25,851,364 1,687,267,860
------------- ----------- ------------ ------------ ---------------
Liabilities
Notes payable 315,400,000
Other payable - - - - 573
------------- ----------- ------------ ------------ ---------------
Total liabilities - - - - 315,400,573
------------- ----------- ------------ ------------ ---------------
Net assets available for $ 9,431,452 $ 6,020,060 $ 63,971,162 $ 25,851,364 $ 1,371,867,287
benefits ============= =========== ============ ============ ===============
</TABLE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
Page 3 of 4
Statement of Changes in Net Assets Available for Benefits with Fund
Information
For the Year Ended March 31, 1997
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
- --------------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Companies, Inc. income income index
stock fund fund fund fund
<S> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ 16,302,090 $ - $ - $ -
Participant 55,969,069 964,233 4,624,414 7,565,400
-------------- ----------- ------------ -----------
72,271,159 964,233 4,624,414 7,565,400
-------------- ----------- ------------ -----------
Investment income:
Interest 752,385 264
Dividends 32,464,215
Net realized and unrealized
change in fair market
value 353,822,133 712,403 1,969,137 12,218,135
-------------- ----------- ------------ -----------
Total additions 459,309,892 1,676,900 6,593,551 19,783,535
Distributions to participants 89,417,709 2,217,757 2,752,761 3,232,210
Interest expense 40,338,376
Administrative expenses 14,892
Net transfer in (out) 13,794,542 2,548,003 (8,009,888) 5,273,027
-------------- ----------- ------------ -----------
Net increase (decrease) 343,333,457 2,007,146 (4,169,098) 21,824,352
Net assets at beginning of 1,139,055,893 13,561,439 48,920,051 65,055,866
period -------------- ----------- ------------ -----------
Net assets at end of period $1,482,389,350 $15,568,585 $ 44,750,953 $86,880,218
============== =========== ============ ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
Balanced balanced loan Company stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ - $ - $ - $ - $ 16,302,090
Participant 1,219,079 822,586 - - 71,164,781
------------ ----------- ------------ ----------- --------------
1,219,079 822,586 - - 87,466,871
------------ ----------- ------------ ----------- --------------
Investment income:
Interest 5,492,638 6,245,287
Dividends 32,464,215
Net realized and unrealized
change in fair market
value 956,745 758,054 - 11,179,051 381,615,658
------------ ----------- ------------ ----------- --------------
Total additions 2,175,824 1,580,640 5,492,638 11,179,051 507,792,031
Distributions to participants 830,141 209,474 374,073 1,745,926 100,780,051
Interest expense 40,338,376
Administrative expenses 14,892
Net transfer in (out) 29,726 365,310 7,090,095 (11,213,820) 9,876,995
------------ ----------- ------------ ----------- --------------
Net increase (decrease) 1,375,409 1,736,476 12,208,660 (1,780,695) 376,535,707
Net assets at beginning of 9,431,452 6,020,060 63,971,162 25,851,364 1,371,867,287
period ------------ ----------- ------------ ----------- --------------
Net assets at end of period $ 10,806,861 $ 7,756,536 $ 76,179,822 $24,070,669 $1,748,402,994
============ =========== ============ =========== ==============
</TABLE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
Page 4 of 4
Statement of Changes in Net Assets Available for Benefits
For the Year Ended March 31, 1996
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
- -------------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Companies, Inc. income income index
stock fund fund* fund* fund*
<S> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ 34,515,122 $ - $ - $ -
Participant 50,628,382 1,277,033 4,433,495 6,268,943
-------------- ----------- ----------- -----------
85,143,504 1,277,033 4,433,495 6,268,943
-------------- ----------- ----------- -----------
Investment income:
Interest 599,391 587,446 2,168,611 955,322
Dividends 34,040,767
Net realized/unrealized
change in fair market
value 179,537,693 (146,135) 1,574,195 14,939,087
-------------- ----------- ----------- -----------
214,177,851 441,311 3,742,806 15,894,409
Transfer in at Master Trust 951,718,867 - - -
inception -------------- ----------- ----------- -----------
Total additions 1,251,040,222 1,718,344 8,176,301 22,163,352
Distributions to participants 69,476,790 1,277,113 3,070,393 1,978,680
Interest expense 14,317,876
Administrative expense 11,843
Net transfer in (out) (28,177,820) 1,719,021 (1,613,902) 6,813,354
-------------- ----------- ----------- -----------
Net increase 1,139,055,893 2,160,252 3,492,006 26,998,026
Net assets at beginning of
period - 11,401,187 45,428,045 38,057,840
-------------- ----------- ----------- -----------
Net assets at end of period $1,139,055,893 $13,561,439 $48,920,051 $65,055,866
============== =========== =========== ===========
</TABLE>
* Includes income earned by the respective Master Trust during the period
April 1, 1995 through September 1, 1995.
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
Balanced balanced loan Company stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ - $ - $ - $ - $ 34,515,122
Participant 1,517,526 1,198,761 - - 65,324,140
----------- ----------- ------------ ----------- --------------
1,517,526 1,198,761 - - 99,839,262
----------- ----------- ------------ ----------- --------------
Investment income:
Interest 1,380 45,571 4,395,086 8,752,807
Dividends 34,040,767
Net realized and unrealized
change in fair market
value 2,236,095 844,001 (2,005,752) 8,648,339 205,627,523
----------- ----------- ------------ ----------- --------------
2,237,475 889,572 2,389,334 8,648,339 248,421,097
Transfer in at Master Trust
inception - - 51,693,730 10,318,530 1,013,731,127
----------- ----------- ------------ ----------- --------------
Total additions 3,755,001 2,088,333 54,083,064 18,966,869 1,361,991,486
Distributions to participants 307,994 150,894 1,123,663 77,385,527
Interest expenses 14,317,876
Administrative expenses 11,843
Net transfer in (out) 1,463,796 1,899,295 11,011,761 6,884,495 -
----------- ----------- ------------ ----------- --------------
Net increase 4,910,803 3,836,734 63,971,162 25,851,364 1,270,276,240
Net assets at beginning of
period 4,520,649 2,183,326 - - 101,591,047
----------- ----------- ------------ ----------- --------------
Net assets at end of period $ 9,431,452 $ 6,020,060 $ 63,971,162 $25,851,364 $1,371,867,287
=========== =========== ============ =========== ==============
</TABLE>
Exhibit 99.2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(x) Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the Fiscal year ended March 31, 1997
OR
( ) Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (NO FEE REQUIRED)
For the Transition period From __________ to __________
Commission File Number _________________
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Employees Covered By A Collective Bargaining Agreement)
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ANHEUSER-BUSCH COMPANIES, INC.
One Busch Place
St. Louis, Missouri 63118
<PAGE>
Item 1. Plan is subject to ERISA, see Item 4 for required information.
Item 2. Plan is subject to ERISA, see Item 4 for required information.
Item 3. Plan is subject to ERISA, see Item 4 for required information.
Item 4. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements:
Report of independent accountants
Statement of Net Assets Available for Benefits with Fund
Information at March 31, 1997 and March 31, 1996.
Statement of Changes in Net Assets Available for Benefits with
Fund Information for year ended March 31, 1997 and March 31,
1996.
Notes to financial statements
Schedule of Reportable Transactions for the year ended March 31,
1997 (Schedule I)
Anheuser-Busch Defined Contribution Master Trust - Statement of
Net Assets Available for Benefits with Fund Information at March
31, 1997 and March 31, 1996 (Appendix A)
Anheuser-Busch Defined Contribution Master Trust - Statement of
Changes in Net Assets Available for Benefits for the Year Ended
March 31, 1997 and March 31, 1996 (Appendix A)
(b) Exhibits:
None
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the Plan) have duly caused
this annual report to be signed by the undersigned thereunto duly
authorized.
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES
COVERED BY A COLLECTIVE BARGAINING
AGREEMENT)
By: JOBETH G. BROWN
-----------------------------------
JoBeth G. Brown
Committee Member
Dated: September 24, 1997
3
<PAGE>
800 Market Street Telephone 314 206 8500
St. Louis, MO 63101
PRICE WATERHOUSE LLP [LOGO]
REPORT OF INDEPENDENT ACCOUNTANTS
August 1, 1997
To the Participants and Administrator
of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For
Employees Covered by a Collective
Bargaining Agreement)
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the Anheuser-Busch Deferred Income Stock Purchase and
Savings Plan (For Employees Covered by a Collective Bargaining Agreement)
at March 31, 1997 and 1996, and the changes in net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles. These financial statements are the responsibility
of the plan's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of
these statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion
expressed above.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The additional information
included in Schedule I is presented for the purpose of additional analysis
and is not a required part of the basic financial statements but is
additional information required by ERISA. The Fund Information in the
statements of net assets available for benefits and the statements of
changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets available for
benefits and the changes in net assets available for benefits of each fund.
Schedule I and the Fund Information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
PRICE WATERHOUSE LLP
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Employees Covered by a Collective Bargaining Agreement)
Statement of Net Assets Available for Benefits with Fund Information
March 31, 1997
Page 2
- --------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Companies, Inc. income income index
stock fund fund fund fund
<S> <C> <C> <C> <C>
Assets
Cash $ 1 $ - $ - $ -
Receivables:
Contributions:
Participan 555,532 6,226 16,534 45,113
Employer 231,013
------------ ---------- ----------- -----------
786,545 6,226 16,534 45,113
------------ ---------- ----------- -----------
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* 876,240,971
Anheuser-Busch Companies, Inc.
Short Term Fixed Income Fund 4,637,987
Anheuser-Busch Companies, Inc.
Medium Term Fixed Income Fund 11,323,582
Anheuser-Busch Companies, Inc.
Capital Equity Index Fund 18,314,857
Anheuser-Busch Companies, Inc.
Managed Balanced Fund
Anheuser-Busch Companies, Inc.
Index Balanced Fund
Mellon Bank Employee Benefit
Temporary Investment Fund 634,524
Participant loans
Earthgrains Common Stock Fund
------------ ---------- ----------- -----------
876,875,495 4,637,987 11,323,582 18,314,857
------------ ---------- ----------- -----------
Total assets 877,662,041 4,644,213 11,340,116 18,359,970
------------ ---------- ----------- -----------
Liabilities
Notes payable 141,050,000
------------ ---------- ----------- -----------
Total liabilities 141,050,000 - - -
------------ ---------- ----------- -----------
Net assets available for
benefits $736,612,041 $4,644,213 $11,340,116 $18,359,970
============ ========== =========== ===========
</TABLE>
* Represents more than 5% of net assets available for benefits.
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
balanced balanced loan common stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Assets
Cash $ - $ - $ - $ - $ 1
Receivables:
Contributions:
Participants 4,721 4,588 632,714
Employer 231,013
----------- ---------- ----------- ----------- ------------
4,721 4,588 863,727
----------- ---------- ----------- ----------- ------------
Investments at fair value:
Anheuser-Busch Companies, Inc.
Common Stock* 876,240,971
Anheuser-Busch Companies, Inc.
Short Term Fixed Income Fund 4,637,987
Anheuser-Busch Companies, Inc.
Medium Term Fixed Income Fund 11,323,582
Anheuser-Busch Companies, Inc.
Capital Equity Index Fund 18,314,857
Anheuser-Busch Companies, Inc.
Managed Balanced Fund 1,835,358 1,835,358
Anheuser-Busch Companies, Inc.
Index Balanced Fund 1,079,903 1,079,903
Mellon Bank Employee Benefit
Temporary Investment Fund 634,524
Participant loans 40,049,026 40,049,026
Earthgrains Common Stock Fund 11,795,094 11,795,094
----------- ---------- ----------- ----------- ------------
1,835,358 1,079,903 40,049,026 11,795,094 965,911,302
----------- ---------- ----------- ----------- ------------
Total assets 1,840,079 1,084,491 40,049,026 11,795,094 966,775,030
----------- ---------- ----------- ----------- ------------
Liabilities
Notes payable 141,050,000
----------- ---------- ----------- ----------- ------------
Total liabilities - - - - 141,050,000
----------- ---------- ----------- ----------- ------------
Net assets available for
benefits $ 1,840,079 $1,084,491 $40,049,026 $11,795,094 $825,725,030
=========== ========== =========== =========== ============
</TABLE>
* Represents more than 5% of net assets available for benefits.
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Employees Covered by a Collective Bargaining Agreement)
Statement of Net Assets Available for Benefits with Fund Information
March 31, 1996
Page 3
- -------------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Companies, Inc. income income index
stock fund fund fund fund
<S> <C> <C> <C> <C>
Assets
Cash $ 1,807 $ - $ - $ -
Receivables:
Contributions:
Participants 568,010 5,978 23,910 5,978
Employer 269,575
Interest 13,598 - - -
------------ --------- ---------- -----------
852,990 5,978 23,910 5,978
------------ --------- ---------- -----------
Investments, at fair value:
Anheuser-Busch Companies, 713,829,646
Inc. Common Stock*
Anheuser-Busch Companies, Inc.
Short Term Fixed Income Fund 4,249,364
Anheuser-Busch Companies, Inc.
Medium Term Fixed Income Fund 13,245,963
Anheuser-Busch Companies, Inc.
Capital Equity Index Fund 13,737,638
Anheuser-Busch Companies, Inc.
Managed Balanced Fund
Anheuser-Busch Companies, Inc.
Indexed Balanced Fund
Mellon Bank Employee Benefit
Temporary Investment Fund 13,878,868
Participant loans*
Earthgrains Company, Inc.
Common Stock - - - -
------------ ---------- ---------- -----------
727,708,514 4,249,364 13,245,963 13,737,638
------------ ---------- ---------- -----------
Total assets 728,561,504 4,255,342 13,269,873 13,743,616
------------ ---------- ----------- -----------
Liabilities
Notes payable 157,700,000
Other payable 310 - - -
------------ ---------- ----------- -----------
Total liabilities 157,700,310 - - -
------------ ---------- ----------- -----------
Net assets available for
benefits $570,861,194 $4,255,342 $13,269,873 $13,743,616
============ ========== =========== ===========
</TABLE>
* Represents more than 5% of net assets available for benefits.
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
balanced balanced loan Company stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Assets
Cash $ - $ - $ - $ - $ 1,807
Receivables:
Contributions:
Participants 5,978 5,978 615,832
Employer 269,575
Interest - - - - 13,598
----------- --------- ----------- ----------- ------------
5,978 5,978 - - 900,812
----------- --------- ----------- ----------- ------------
Investments at fair value:
Anheuser-Busch Companies, Inc. 713,829,646
Common Stock*
Anheuser-Busch Companies, Inc.
Short Term Fixed Income Fund 4,249,364
Anheuser-Busch Companies, Inc.
Medium Term Fixed Income Fund 13,245,963
Anheuser-Busch Companies, Inc.
Capital Equity Index Fund 13,737,638
Anheuser-Busch Companies, Inc.
Managed Balanced Fund 1,468,770 1,468,770
Anheuser-Busch Companies, Inc.
Indexed Balanced Fund 989,381 989,381
Mellon Bank Employee Benefit
Temporary Investment Fund 13,878,868
Participant loans* 33,611,466 33,611,466
Earthgrains Company, Inc.
Common Stock - - - 12,923,261 12,923,261
----------- --------- ----------- ----------- ------------
1,468,770 989,381 33,611,466 12,923,261 807,934,357
----------- --------- ----------- ----------- ------------
Total assets 1,474,748 995,359 33,611,466 12,923,261 808,835,169
----------- --------- ----------- ------------ ------------
Liabilities
Notes payable 157,700,000
Other payable - - - - 310
----------- --------- ----------- ----------- ------------
Total liabilities - - - - 157,700,310
----------- --------- ----------- ----------- ------------
Net assets available for
benefits 1,474,748 $ 995,359 $33,611,466 $12,923,261 $651,134,859
=========== ========= =========== =========== ============
</TABLE>
* Represents more than 5% of net assets available for benefits.
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Employees Covered by a Collective Bargaining Agreement)
Statement of Changes in Net Assets Available for Benefits with Fund Information
Year Ended March 31, 1997
Page 4
- --------------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Companies, Inc. income income index
stock fund fund fund fund
<S> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ 4,748,510 $ - $ - $ -
Participant 26,479,856 329,994 1,002,829 1,961,868
------------ ---------- ----------- ---------
31,228,366 329,994 1,002,829 1,961,868
------------ ---------- ----------- ---------
Investment income:
Interest 429,057
Dividends 16,824,215
Net realized and unrealized
appreciation in fair value
of investments 176,656,762 212,512 519,338 2,558,030
------------ ---------- ----------- ----------
Total additions 225,138,400 542,506 1,522,167 4,519,898
------------ ---------- ----------- ----------
Deductions from net assets
attributed to:
Distributions 52,061,049 1,261,063 981,489 793,033
Interest expense 20,169,188
Administrative expenses 8,621 - - -
------------ ---------- ----------- ----------
Total deductions 72,238,858 1,261,063 981,489 793,033
------------ ---------- ----------- ----------
Net transfers in (out) 12,851,305 1,107,428 (2,470,435) 889,489
------------ ---------- ------------ ----------
Net increase (decrease) 165,750,847 388,871 (1,929,757) 4,616,354
Net assets available for
benefits, beginning of year 570,861,194 4,255,342 13,269,873 13,743,616
------------ ---------- ----------- -----------
Net assets available for
benefits, end of year $736,612,041 $4,644,213 $11,340,116 $18,359,970
============ ========== =========== ===========
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
balanced balanced loan common stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ - $ - $ - $ - $ 4,748,510
Participants 272,345 200,459 - - 30,247,351
----------- ------------ ----------- ----------- ------------
272,345 200,459 - - 34,995,861
----------- ----------- ----------- ----------- ------------
Investment income:
Interest 2,862,700 3,291,757
Dividends 16,824,215
Net realized and unrealized
appreciation in fair value of
investments 116,710 180,775 - 5,537,989 185,782,116
----------- ---------- ----------- ----------- ------------
Total additions 389,055 381,234 2,862,700 5,537,989 240,893,949
----------- ---------- ----------- ----------- ------------
Deductions from net assets
attributed to:
Distributions 116,165 63,779 293,382 1,014,375 56,584,335
Interest expense 20,169,188
Administrative expenses - - - - 8,621
----------- ---------- ----------- ----------- ------------
Total deductions 116,165 63,779 293,382 1,014,375 76,762,144
----------- ---------- ---------- ----------- ------------
Net transfers in (out) 92,441 (228,323) 3,868,242 (5,651,781) 10,458,366
----------- ----------- ----------- ----------- ------------
Net increase (decrease) 365,331 89,132 6,437,560 (1,128,167) 174,590,171
Net assets available for 1,474,748 995,359 33,611,466 12,923,261 651,134,859
benefits, beginning of year ----------- ---------- ----------- ----------- ------------
Net assets available for $ 1,840,079 $1,084,491 $40,049,026 $11,795,094 $825,725,030
benefits, end of year =========== ========== =========== =========== ============
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Employees Covered by a Collective Bargaining Agreement)
Statement of Changes in Net Assets Available for Benefits with Fund Information
Year Ended March 31, 1996
Page 5
- -------------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Companies, Inc. income income index
stock fund fund fund fund
<S> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ 13,889,163 $ - $ - $ -
Participants 23,796,258 391,244 1,257,480 1,521,659
------------ ---------- ----------- -----------
37,685,421 391,244 1,257,480 1,521,659
Investment income:
Interest 307,235
Dividends 17,400,140
Net realized and unrealized
appreciation in fair value
of investments 89,366,683 170,109 1,081,073 3,137,027
------------ ---------- ----------- -----------
107,074,058 170,109 1,081,073 3,137,027
Transfer in at Fund inception - - - -
------------ ---------- ----------- -----------
Total additions 144,759,479 561,353 2,338,553 4,658,686
------------ ---------- ----------- -----------
Deductions from net assets
attributed to:
Distributions to
Participants 41,039,656 553,514 1,228,424 716,871
Interest expense 7,158,938
Administrative expenses 6,145 - - -
------------ ---------- ----------- -----------
Total deductions 48,204,739 553,514 1,228,424 716,871
------------ ---------- ----------- -----------
Transfer of assets (to) from
Deferred Income Stock Purchase
& Savings Plan 1,052,236 (8,012) (19,295) (10,155)
Transfer of assets (to) from
Deferred Income Stock Purchase
& Savings Plan (For Certain
Hourly Employees of Anheuser-
Busch Companies, Inc. and its
Subsidiaries) 349,729
Transfer of assets (to) from
Deferred Income Stock Purchase
& Savings Plan (For Certain
Employees of the Earthgrains
Company) 553,391
Net interfund transfers (10,629,274) 671,456 (1,064,725) 1,122,840
------------ ---------- ----------- -----------
(8,673,918) 663,444 (1,084,020) 1,112,685
------------ ---------- ----------- -----------
Net increase 87,880,822 671,283 26,109 5,054,500
Net assets available for
benefits, beginning of year 482,980,372 3,584,059 13,243,764 8,689,116
----------- ---------- ----------- -----------
Net assets available for
benefits, end of year $570,861,194 $4,255,342 $13,269,873 $13,743,616
============ ========== =========== ===========
See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
balanced balanced loan company stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ - $ - $ - $ - $ 13,889,163
Participants 335,145 241,786 - - 27,543,572
----------- --------- ----------- ---------- ------------
335,145 241,786 - - 41,432,735
Investment income:
Interest 2,337,627 2,644,862
Dividends 17,400,140
Net realized and unrealized
appreciation in fair value of
investments 170,035 358,884 (2,000,000) 4,321,711 96,605,522
----------- --------- ----------- ----------- ------------
170,035 358,884 337,627 4,321,711 116,650,524
Transfer in at Fund inception - - - 5,155,928 5,155,928
----------- --------- ----------- ----------- ------------
Total additions 505,180 600,670 337,627 9,477,639 163,239,187
----------- --------- ----------- ----------- ------------
Deductions from net assets
attributed to:
Distributions to Participants 36,099 41,502 496,527 44,112,593
Interest expense 7,158,938
Administrative expenses - - - - 6,145
----------- --------- ----------- ----------- ------------
Total deductions 36,099 41,502 496,527 - 51,277,676
----------- --------- ----------- ----------- ------------
Transfer of assets (to) from
Deferred Income Stock Purchase
& Savings Plan (6,480) (6,513) (5,994) 995,787
Transfer of assets (to) from
Deferred Income Stock Purchase
& Savings Plan (For Certain
Hourly Employees of Anheuser-Busch
Companies, Inc. and its Subsidiaries) 349,729
Transfer of assets (to) from Deferred
Income Stock Purchase & Savings Plan
(For Certain Employees of the
Earthgrains Company) 553,391
Net interfund transfers 149,563 (32,593) 6,337,111 3,445,622 -
----------- --------- ----------- ----------- ------------
143,083 (39,106) 6,331,117 3,445,622 1,898,907
----------- --------- ----------- ----------- ------------
Net increase 612,164 520,062 6,172,217 12,923,261 113,860,418
Net assets available for
benefits, beginning of year 862,584 475,297 27,439,249 - 537,274,441
----------- --------- ----------- ----------- ------------
Net assets available for
benefits, end of year $ 1,474,748 $ 995,359 $33,611,466 $12,923,261 $651,134,859
=========== ========= =========== =========== ============
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(For Employee Covered by a Collective Bargaining Agreement)
Notes to Financial Statements
Page 6
- --------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
GENERAL
The Anheuser-Busch Deferred Income Stock Purchase and Savings Plan
(For Employees Covered by a Collective Bargaining Agreement) (the
Plan) was established as a result of an amendment to the
Anheuser-Busch Employee Stock Purchase and Savings Plan (the Original
Plan). The Original Plan was established by Anheuser-Busch, Inc.,
effective April 1, 1976 and upon amendment, was divided into two
separate plans effective March 1, 1986: the Deferred Income Stock
Purchase and Savings Plan (For Employees Covered by a Collective
Bargaining Agreement) and the Employee Stock Purchase and Savings
Plan. The Plan is a continuation of the Original Plan except that
certain additional features were added, including provisions for
Before-Tax Contributions pursuant to Section 401(k) of the Internal
Revenue Code. Additionally, eligibility was limited to employees who
are members of collective units and whose collective bargaining
agreement specifically provides for participation of such members.
The Plan covers eligible employees of Anheuser-Busch Companies, Inc.
(the Company) and certain subsidiaries of the Company which include:
Anheuser-Busch, Incorporated; Anheuser-Busch Recycling Corporation;
August A. Busch & Co. of Massachusetts; Busch Agricultural Resources,
Inc.; Manufacturers Railway Company; Pacific International Rice Mills,
Inc.; Metal Container Corporation; and Precision Printing and
Packaging, Inc. This summary is intended to provide only a general
description of the Plan's provisions. Participants should refer to
the Plan document for more complete information.
PLAN ADMINISTRATION
The Plan's named fiduciaries are the Company, as Sponsor and Plan
Administrator, and Mellon Bank, N.A. as the Trustee. As Sponsor, the
Company has the right to amend the Plan, designate the Plan's named
fiduciaries and exercise all fiduciary functions necessary for the
operation of the Plan except those which are assigned to another named
fiduciary by the Plan or the related trust agreement. The Company has
appointed an Administrative Committee to exercise the authority and
responsibility for the general administration of the Plan. The
Trustee has the exclusive authority and discretion to invest, manage
and hold the assets of the trust in accordance with the provisions of
the Plan and the separate trust agreement.
The Plan was amended effective June 1, 1989, to add provisions to make
the Plan a stock bonus plan and to permit the leveraged acquisition of
Company stock by the Plan. As such, the Plan is subject to the
requirements of an employee stock ownership plan (ESOP) under Section
4975(e)(7) of the Internal Revenue Code. The Trustee was specifically
empowered to enter into loans, on behalf of the Plan, to acquire
Company stock or to repay a prior ESOP loan.
Effective April 1, 1994, the Plan was amended to incorporate various
changes to the Plan, including changes in participants' contribution
limits, changes in Company matching contributions, the addition of the
Managed Balanced Fund and Indexed Balanced Fund investment options,
and the decrease in the vesting period from three years to two years.
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(For Employees Covered by a Collective Bargaining Agreement)
Notes to Financial Statements
Page 7
- --------------------------------------------------------------------------
PLAN PARTICIPATION
Each employee of a participating employer (other than employees not
covered by a collective bargaining agreement) of the Company is
eligible to participate in the Plan after one year of service, during
which the employee worked 1,000 hours. Participation by eligible
employees is voluntary.
CONTRIBUTIONS
A participant may make matched or unmatched contributions. Both
matched and unmatched contributions may be before-tax and after-tax.
A participant may contribute from 1% to 6% of his base compensation
through payroll deductions for Before-Tax Matched Contributions and
After-Tax Matched Contributions. The sum of these matched
contributions may not be less than 2% nor more than 6% of the
participant's base compensation. In addition, a participant may
contribute from 1% to 10% of his base compensation through payroll
deductions for Before-Tax Unmatched Contributions and After-Tax
Unmatched Contributions; however, the unmatched contribution rates may
not exceed 10% of the participant's base compensation and are subject
to other limitations as set forth in the Plan agreement. In addition,
the sum of Before-Tax contribution rates must not exceed 16% of a
participant's base compensation, subject to certain limitations of the
Internal Revenue Code. The participant's employer then contributes a
matching amount, determined annually, based on the relationship of the
Company's net income to its payroll for the year most recently ended.
However, in no event may the participating employer's matching
contribution be less than 33-1/3% nor more than 75% of the aggregate
participant contributions. The Company may contribute an amount in
excess of the matching contribution to enable the Plan to meet its
debt service payments.
The Company may also be required to make a Supplemental Contribution
as determined by the Administrative Committee in accordance with the
Plan document. Supplemental Contributions are payable within 180 days
of the Plan's year end and are allocated to participants who have
account balances as of the end of the Plan year. For the years ended
March 31, 1997 and 1996, no Supplemental Contributions were required.
Employee contributions vest and become non-forfeitable immediately.
Company contributions also vest and become non-forfeitable immediately
for participants actively employed by the Company on or prior to March
31, 1989. For participants subsequently employed, Company
contributions vest and become non-forfeitable after two years of
service. Company contributions also vest and become non-forfeitable
upon termination of employment by reason of death, permanent
disability, entry into military service, layoff exceeding twelve
months, upon termination of employment for any reason, including
retirement, after reaching age 60, or in the event of a "change in
control" of the Company (as defined in the Plan). Forfeitures of
nonvested balances reduce future employer contributions.
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(For Employees Covered by a Collective Bargaining Agreement)
Notes to Financial Statements
Page 8
- --------------------------------------------------------------------------
INVESTMENTS
The Trustee maintains an Anheuser-Busch Companies, Inc. common stock
fund, an Earthgrains Company, Inc. common stock fund, a Short-Term
Fixed Income Fund, a Medium-Term Fixed Income Fund, an Equity Index
Fund, a Managed Balanced Fund, and an Indexed Balanced Fund for the
investment of participant and employer contributions. All employer
contributions are invested in the Company Stock Fund. At least
one-half of each participant's Before-Tax Matched Contributions and at
least one-half of each participant's After-Tax Matched Contributions
shall be invested in the Company Stock Fund for certain periods of
time. The participant may direct the remaining one-half of each type
of matched contributions to be invested in increments of 1% into any
fund established under the Plan. The participant may direct that the
unmatched contributions be deposited into any fund of the Plan in
increments of 1%. Earnings are reinvested in the fund to which they
relate.
The Master Trusts had been established for each of the investment
funds other than the Company Stock Fund for the investment of the
Plan's assets and the assets of the other stock purchase and savings
plans sponsored by the Company. On September 1, 1995, the Master
Trusts for each investment fund were combined, along with the Company
Stock Fund into a single Master Trust.
DISTRIBUTIONS
The Plan permits in-service withdrawals and an optional annual class
year distribution as defined in the Plan document, subject to certain
restrictions. Distributions for terminations are comprised of the
participant's personal contribution portion of his account and the
part of the Company contribution portion of his account which is
vested. Termination and annual class year distributions for whole
numbers of shares are payable in Company shares while the value of
fractional shares and all interests in the other funds are payable in
cash. Alternatively, the participant may elect to have non-share
investments transferred to the Company Stock Fund and distributed
thereafter in shares with fractional shares distributed in cash.
In-service distributions other than annual class year distributions
are payable at the election of the participant in Company shares or in
cash.
PARTICIPANT LOANS
A participant may borrow from Before-Tax and/or After-Tax vested
account balances. The minimum loan amount is $1,000; the maximum
amount is the lesser of $50,000 less the highest outstanding loan
balance under the Plan during the one year period ending on the day
before the loan is made, or 50% of the vested account balance. The
interest rate for the life of the loan is set quarterly at prime plus
one percentage point based on the prime rate at the end of the
preceding quarter. The term of a loan for the purchase of a principal
residence may be up to 10 years; the term of a loan for any other
reason may not exceed 5 years.
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(For Employees Covered by a Collective Bargaining Agreement)
Notes to Financial Statements
Page 9
- ---------------------------------------------------------------------------
PLAN EXPENSES
Under the Master Trust agreement with the Trustee, the Company may pay
all expenses incurred in the administration of the Master Trust,
including trustee fees, but is not obligated to do so. Trustee
expenses not paid by the Company are paid by the Master Trust and
proportionately allocated to the participating plans. All other
expenses incurred in the administration of the Plan are paid by the
participating employers.
PLAN TERMINATION
The Company anticipates that the Plan will continue without
interruption but reserves the right to terminate its participation in
the Plan subject to the provisions of ERISA. Such termination would
result in the immediate and full vesting of each participant's account
balance. The Trustee would then retain the assets until otherwise
distributable under the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements are prepared on the accrual basis of
accounting.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of additions
to and deductions from net assets during the reporting period. Actual
results could differ from those estimates.
Certain reclassifications have been made to the 1996 financial
statements to conform to current year presentation.
INVESTMENT VALUATION
Investments in common stock, U.S. government securities, and corporate
debt instruments are stated at fair value based on the quoted market
price at March 31, 1997. Investments in interest bearing cash,
insurance contracts, and interests in common/collective trusts are
stated at fair value as determined by the trustee. Participant loans
are valued at cost which approximates fair value.
SECURITY TRANSACTIONS AND INVESTMENT INCOME
Purchases and sales of investments, and related realized gains and
losses, are recorded on the trade date. Interest income is recorded
as earned. Dividend income is recorded on the ex-dividend date. Net
realized and unrealized appreciation in fair value of investments is
comprised of the change in market value compared to the cost of
investments retained in the Plan, and realized gains and losses on
security transactions which represent the difference between proceeds
and cost.
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(For Employees Covered by a Collective Bargaining Agreement)
Notes to Financial Statements
Page 10
- ---------------------------------------------------------------------------
ALLOCATION OF ASSETS
The Plan participates in the Anheuser-Busch Companies, Inc. Defined
Contribution Master Trust (Master Trust) established for the
investments of this plan and the other stock purchase and savings
plans sponsored by the Company. Units of participation in the Master
Trust are allocated to participating plans based on the relationship
of individual plan contributions to the market value of the Master
Trust. Earned income, realized and unrealized gains and losses, and
administrative expenses are retained in the Master Trust and are
allocated to participating plans by the Trustee, based on units of
participation on the transaction date.
3. INTERESTS IN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION
MASTER TRUST
Effective September 1, 1995 the Company and the Trustee entered in to
a new master trust agreement. On September 1, 1995, in accordance
with the agreement, the Plan exchanged it's investments in: the
Anheuser-Busch Companies, Inc. Common Stock Fund, the Anheuser-Busch
Companies, Inc. Short Term Fixed Income Master Trust, the
Anheuser-Busch Companies, Inc. Medium Term Fixed Income Master Trust,
the Anheuser-Busch Companies, Inc. Capital Equity Index Fund Master
Trust, the Anheuser-Busch Companies, Inc. Managed Balanced Fund Master
Trust, and the Anheuser-Busch Companies, Inc. Indexed Balanced Fund
Master Trust for units of participation in the Anheuser-Busch
Companies, Inc. Defined Contribution Master Trust. The Earthgrains
Company, Inc.'s Common Stock Fund was also added to the Anheuser-Busch
Companies, Inc. Defined Contribution Master Trust. The assets of the
Master Trust are held by Mellon Bank, N.A. (Trustee).
At March 31, 1997 and 1996, the Plan's interest in the net assets of
the Master Trust was approximately 48% and 48%, respectively.
The following table presents the fair value of investments for the
Master Trust:
March 31,
1997 1996
Investments at fair value:
Anheuser-Busch common stock $ 1,764,489,350 $ 1,454,421,887
Short-term fixed income 12,234,324 12,844,323
Medium-term fixed income 44,142,666 48,259,434
Equity index 86,880,218 65,055,866
Managed balanced 10,806,861 9,431,452
Index balanced 7,756,536 6,020,060
Participant loans 76,179,822 63,971,162
Earthgrains Company common stock 24,070,669 25,851,364
-------------- ----------------
$ 2,026,560,446 $ 1,685,855,548
=============== ================
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(For Employees Covered by a Collective Bargaining Agreement)
Notes to Financial Statements
Page 11
- --------------------------------------------------------------------------
Investment income for the Master Trust is as follows:
Year ended March 31,
1997 1996
Net appreciation in fair value of
investments:
Anheuser-Busch common stock $ 353,822,133 $ 179,537,693
Short-term fixed income 712,403 (146,135)
Medium-term fixed income 1,969,137 1,574,195
Equity index 12,218,135 14,939,087
Managed balanced 956,745 2,236,095
Index balanced 758,054 844,001
Participant loans (2,005,752)
Earthgrains Company common stock 11,179,051 8,648,339
------------- ------------
381,615,658 205,627,523
Interest 6,245,287 8,752,807
Dividends 32,464,215 34,040,767
------------- -------------
$ 420,325,160 $ 248,421,097
============= =============
Financial statements for the Anheuser-Busch Companies, Inc. Defined
Contribution Master Trust as of and for the years ended March 31, 1997
and 1996 are included as Appendix A.
4. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company
by letter dated January 30, 1995 that the Plan is designed in
accordance with applicable sections of the Internal Revenue Code.
Therefore, the underlying trust of such a Plan is exempt from federal
income taxes under Section 501 of the Code. The Plan has been amended
since receiving the determination letter. However, the Plan
Administrator and the Plan's tax counsel believe that the plan is
currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
5. NOTES PAYABLE
In June 1989, the Plan issued $250 million in guaranteed 8.32%
ESOP notes (Notes) to a group of insurance companies and other
financial institutions. In September 1993, the interest rate was
reduced to 8.25% per annum retroactive to January 1, 1993. Interest
is payable semiannually. Principal is payable in annual installments
until maturity on March 31, 2004. The Notes are guaranteed by
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(For Employees Covered by a Collective Bargaining Agreement)
Notes to Financial Statements
Page 12
- ---------------------------------------------------------------------------
Anheuser-Busch Companies, Inc. and Anheuser-Busch, Inc. Proceeds of
the Notes were used to purchase 5,665,723 shares of Company stock, the
unallocated portion of which is pledged as security for the Notes.
The shares are maintained in the Company Stock Fund and are released
and allocated to Plan participants based on calculations specified in
the Plan document as contributions are made to the Plan. During the
year ended March 31, 1997, 778,032 shares were released to
participants. Anheuser-Busch Companies, Inc. issued a 2-for-1 stock
split during September 1996 resulting in an increase of the Company
Stock Fund unallocated shares. At March 31, 1997, the Company Stock
Fund held 5,088,204 unallocated shares.
Principal maturities for each of the years ending March 31, are as
follows:
1998 $ 17,450,000
1999 18,350,000
2000 19,150,000
2001 20,000,000
2002 20,950,000
2003 22,000,000
2004 23,150,000
---------------
$ 141,050,000
===============
6. TRANSACTIONS WITH PARTIES-IN-INTEREST
At March 31, 1997, the Plan held shares of Anheuser-Busch Companies,
Inc. common stock. These shares had a total cost of $362,281,025 and
total market value of $876,240,971 at March 31, 1997. During the year
ended March 31, 1997, transactions with the Company included aggregate
purchases and sales totaling $13,477,371 and $1,083,484, respectively.
These transactions are allowable party-in-interest transactions under
Section 408(e) and 408(b)(8) of ERISA and the regulations promulgated
thereunder.
At March 31, 1997, the Plan held investments in the Employee Benefit
Temporary Investment Fund of Mellon Bank N.A., the Plan trustee.
These investments had a total cost and total market value of $634,525
at March 31, 1997. During the year ended March 31, 1997, transactions
with the Fund included aggregate purchases and sales totaling
$40,926,314 and $55,077,925, respectively. These transactions are
allowable party-in-interest transactions under Section 408(e) and
408(b)(8) of ERISA and the regulations promulgated thereunder.
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(For Employees Covered by a Collective Bargaining Agreement)
Notes to Financial Statements
Page 13
- --------------------------------------------------------------------------
7. UNIT ACCOUNTING
As of October 17, 1995, the Company began allocating units to
participant accounts. On March 31, 1997, the total number of units
allocated to each of the funds in the Plan and the applicable net
asset value (NAV) of each unit was as follows:
Units Held NAV per Unit
Anheuser-Busch Common Stock Fund 47,777,349 13.96
Short Term Fixed Income Fund 284,637 16.29
Medium Term Fixed Income Fund 529,773 21.37
Equity Index Fund 110,548 165.67
Managed Balanced Fund 126,610 14.50
Indexed Balanced Fund 30,023 35.97
Participant Loans 39,555,291 1.00
Earthgrains Company Common Stock Fund 1,430,031 8.25
8. BENEFIT OBLIGATIONS
Benefit obligations for persons who have withdrawn from participation
in the Plan are as follows:
March 31
1997 1996
Anheuser-Busch Companies common stock fund $ 1,083,315 $ 127,317
Short-term fixed income fund 2,314
Medium-term fixed income fund 16,328
Equity index fund
Managed balanced fund
Index balanced fund
Earthgrains Company common stock fund 25,419 -
----------- ---------
$ 1,127,376 $ 127,317
In accordance with generally accepted accounting principles, these
amounts are not reported as distributions payable in the accompanying
financial statements. However, Department of Labor regulations
require that these amounts be reported as liabilities on Form 5500.
Accordingly, net assets available for benefits reported on Form 5500
are lower than that reflected in the financial statements by the above
amounts.
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK SCHEDULE I
PURCHASE AND SAVINGS PLAN
(For Employees Covered by a Collective Bargaining Agreement)
Item 27d Form 5500 - Schedule of Reportable Transactions*
Year Ended March 31, 1997
- --------------------------------------------------------------------------------
<CAPTION>
Number Number Total
Identity of Description of of cost Total current
party involved of asset purchases sales of purchases value of sales Net gain
<S> <C> <C> <C> <C> <C> <C>
Mellon Bank, N.A. Employee Benefit 278 46 $ 40,926,314 $ 55,077,925 $ -
Temporary Investment
Fund
Earthgrains Co. Common Stock - 40 2,951,434 6,305,601 3,354,167
Anheuser-Busch Promissory Notes of 59 - 13,290,298 - -
Companies, Inc. various participants
of plan (participant
loans)
Anheuser-Busch Common Stock 41 4 13,477,371 1,083,484 414,244
Companies, Inc.
</TABLE>
* Transactions or series of transactions in excess of 5 percent of the
current value of the Plan's assets as of March 31, 1996 as defined in
Section 2520.103-6 of the Department of Labor Rules and Regulations for
Reporting and Disclosure under ERISA.
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
Page 1 of 4
Statement of Net Assets Available for Benefits with Fund Information
March 31, 1997
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
- --------------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Companies, Inc. income income index
stock fund fund fund fund
<S> <C> <C> <C> <C>
Assets
Cash $ - $ - $ 869 $ -
Receivables:
Income - 3,334,261 607,418 -
--------------- ------------ ------------ ------------
- 3,334,261 608,287 -
--------------- ------------ ------------ ------------
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock 1,763,200,723
Interest bearing cash 1,288,627 350,368
U.S. government securities 1,901,519 31,422,938
Corporate debt instruments 10,332,805 11,217,609
Insurance contracts
Interest in common/collective 1,151,751
trusts
Loans to participant
Earthgrains Company Inc.
common stock
Other investments - - - 86,880,218
--------------- ----------- ------------ ------------
1,764,489,350 12,234,324 44,142,666 86,880,218
--------------- ------------ ------------ ------------
Total assets 1,764,489,350 15,568,585 44,750,953 86,880,218
--------------- ------------ ------------ ------------
Liabilities
Notes payable 282,100,000 - - -
--------------- ------------ ------------ ------------
Total liabilities 282,100,000 - - -
--------------- ------------ ------------ ------------
Net assets available $ 1,482,389,350 $ 15,568,585 $ 44,750,953 $ 86,880,218
for benefits =============== ============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
balanced balanced loan Company stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Assets
Cash $ - $ - $ - $ - $ 869
Receivables:
Income - - - - 3,941,679
----------- -------- -------- ---------- --------------
- - - - 3,942,548
----------- -------- -------- ----------- --------------
Investments, at fair value
Anheuser-Busch Companies, Inc.
Common Stock 1,763,200,723
Interest bearing cash 1,638,995
U.S. government securities 33,324,457
Corporate debt instruments 21,550,414
Insurance contracts 10,806,861 3,809,698 14,616,559
Interest in common/collective
trusts 3,946,838 5,098,589
Loans to participant 76,179,822 76,179,822
Earthgrains Company Inc.
common stock 24,070,669 24,070,669
Other investments - - - - 86,880,218
------------- ---------- ---------- ----------- -------------
10,806,861 7,756,536 76,179,822 24,070,669 2,026,560,446
------------- ---------- ---------- ----------- -------------
Total assets 10,806,861 7,756,536 76,179,822 24,070,669 2,030,502,994
------------- ---------- ---------- ----------- -------------
Liabilities
Notes payable - - - - 282,100,000
------------ ---------- ----------- ----------- -------------
Total liabilities - - - - 282,100,000
------------ ---------- ----------- ----------- -------------
Net assets available for $ 10,806,861 $ 7,756,536 $ 76,179,822 $ 24,070,669 $ 1,748,402,994
benefits ============ =========== =========== =========== ==============
</TABLE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
Page 2 of 4
Statement of Net Assets Available for Benefits
March 31, 1996
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
- --------------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Companies, Inc. income income index
stock fund fund fund fund
<S> <C> <C> <C> <C>
Assets
Cash $ 9,443 $ - $ 493 $ -
Receivables:
Income 25,136 717,116 660,124 -
------------ --------- ---------- -----------
34,579 717,116 660,617 -
------------ --------- ---------- -----------
Investments, at fair market value
Earthgrains Company Inc.
common stock
Anheuser-Busch Companies, 1,429,086,002
Inc. common stock
Interest bearing cash 25,335,885 780,070
U.S. Government securities 4,975,174 30,828,807
Corporate debt instruments 7,380,989 11,816,309
Insurance contracts
Interest in common/collective 3,363,318
trusts
Loans to participants
Other investments - 488,160 1,470,930 65,055,866
------------- ---------- ---------- ----------
Total investments 1,454,421,887 12,844,323 48,259,434 65,055,866
------------- ---------- ---------- ----------
Total assets 1,454,456,466 13,561,439 48,920,051 65,055,866
------------- ---------- ---------- ----------
Liabilities
Notes payable 315,400,000
Other payable 573 - - -
------------ ---------- ---------- -----------
Total liabilities 315,400,573 - - -
------------ ---------- ---------- -----------
Net assets available $ 1,139,055,893 $13,561,439 $ 48,920,051 $ 65,055,866
for benefits =============== ========== =========== ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
Balanced balanced loan Company stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Assets
Cash $ - $ - $ - $ - $ 9,936
Receivables:
Income - - - - 1,402,376
------------- ----------- ------------ ------------ ---------------
- - - - 1,412,312
------------- ----------- ------------ ------------ ---------------
Investments, at fair value
Earthgrains Company Inc.
common stock 25,851,364 25,851,364
Anheuser-Busch Companies, Inc.
common stock 1,429,086,002
Interest bearing cash 26,115,955
U.S. Government securities 35,803,981
Corporate debt instruments 19,197,298
Insurance contracts 9,431,452
Interest in common/collective 9,431,452
trusts 3,023,771 (5,096,285) 1,290,804
Loans to participants 69,067,447 69,067,447
Other investments - 2,996,289 - - 70,011,245
------------ ---------- ------------ ------------ ---------------
Total investments 9,431,452 6,020,060 63,971,162 25,851,364 1,685,855,548
------------- ----------- ------------ ------------ ---------------
Total assets 9,431,452 6,020,060 63,971,162 25,851,364 1,687,267,860
------------- ----------- ------------ ------------ ---------------
Liabilities
Notes payable 315,400,000
Other payable - - - - 573
------------- ----------- ------------ ------------ ---------------
Total liabilities - - - - 315,400,573
------------- ----------- ------------ ------------ ---------------
Net assets available for $ 9,431,452 $ 6,020,060 $ 63,971,162 $ 25,851,364 $ 1,371,867,287
benefits ============= =========== ============ ============ ===============
</TABLE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
Page 3 of 4
Statement of Changes in Net Assets Available for Benefits with Fund
Information
For the Year Ended March 31, 1997
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
- --------------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Companies, Inc. income income index
stock fund fund fund fund
<S> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ 16,302,090 $ - $ - $ -
Participant 55,969,069 964,233 4,624,414 7,565,400
-------------- ----------- ------------ -----------
72,271,159 964,233 4,624,414 7,565,400
-------------- ----------- ------------ -----------
Investment income:
Interest 752,385 264
Dividends 32,464,215
Net realized and unrealized
change in fair market
value 353,822,133 712,403 1,969,137 12,218,135
-------------- ----------- ------------ -----------
Total additions 459,309,892 1,676,900 6,593,551 19,783,535
Distributions to participants 89,417,709 2,217,757 2,752,761 3,232,210
Interest expense 40,338,376
Administrative expenses 14,892
Net transfer in (out) 13,794,542 2,548,003 (8,009,888) 5,273,027
-------------- ----------- ------------ -----------
Net increase (decrease) 343,333,457 2,007,146 (4,169,098) 21,824,352
Net assets at beginning of 1,139,055,893 13,561,439 48,920,051 65,055,866
period -------------- ----------- ------------ -----------
Net assets at end of period $1,482,389,350 $15,568,585 $ 44,750,953 $86,880,218
============== =========== ============ ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
Balanced balanced loan Company stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ - $ - $ - $ - $ 16,302,090
Participant 1,219,079 822,586 - - 71,164,781
------------ ----------- ------------ ----------- --------------
1,219,079 822,586 - - 87,466,871
------------ ----------- ------------ ----------- --------------
Investment income:
Interest 5,492,638 6,245,287
Dividends 32,464,215
Net realized and unrealized
change in fair market
value 956,745 758,054 - 11,179,051 381,615,658
------------ ----------- ------------ ----------- --------------
Total additions 2,175,824 1,580,640 5,492,638 11,179,051 507,792,031
Distributions to participants 830,141 209,474 374,073 1,745,926 100,780,051
Interest expense 40,338,376
Administrative expenses 14,892
Net transfer in (out) 29,726 365,310 7,090,095 (11,213,820) 9,876,995
------------ ----------- ------------ ----------- --------------
Net increase (decrease) 1,375,409 1,736,476 12,208,660 (1,780,695) 376,535,707
Net assets at beginning of 9,431,452 6,020,060 63,971,162 25,851,364 1,371,867,287
period ------------ ----------- ------------ ----------- --------------
Net assets at end of
period $ 10,806,861 $ 7,756,536 $ 76,179,822 $24,070,669 $1,748,402,994
============ =========== ============ =========== ==============
</TABLE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
Page 4 of 4
Statement of Changes in Net Assets Available for Benefits
For the Year Ended March 31, 1996
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
- -----------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Companies, Inc. income income index
stock fund fund* fund* fund*
<S> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ 34,515,122 $ - $ - $ -
Participant 50,628,382 1,277,033 4,433,495 6,268,943
-------------- ---------- ----------- -----------
85,143,504 1,277,033 4,433,495 6,268,943
-------------- ---------- ----------- -----------
Investment income:
Interest 599,391 587,446 2,168,611 955,322
Dividends 34,040,767
Net realized/unrealized
change in fair market
value 179,537,693 (146,135) 1,574,195 14,939,087
-------------- ----------- ----------- -----------
214,177,851 441,311 3,742,806 15,894,409
Transfer in at Master
Trust inception 951,718,867 - - -
-------------- ----------- ----------- -----------
Total additions 1,251,040,222 1,718,344 8,176,301 22,163,352
Distributions to
participants 69,476,790 1,277,113 3,070,393 1,978,680
Interest expense 14,317,876
Administrative expense 11,843
Net transfer in (out) (28,177,820) 1,719,021 (1,613,902) 6,813,354
-------------- ----------- ----------- -----------
Net increase 1,139,055,893 2,160,252 3,492,006 26,998,026
Net assets at beginning
of period - 11,401,187 45,428,045 38,057,840
------------- ----------- ----------- -----------
Net assets at end of
period $1,139,055,893 $13,561,439 $48,920,051 $65,055,866
============== =========== =========== ===========
</TABLE>
* Includes income earned by the respective Master Trust during the period
April 1, 1995 through September 1, 1995.
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
Balanced balanced loan Company stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ - $ - $ - $ - $ 34,515,122
Participant 1,517,526 1,198,761 - - 65,324,140
------------ ----------- ------------ ----------- --------------
1,517,526 1,198,761 - - 99,839,262
------------ ----------- ------------ ----------- --------------
Investment income:
Interest 1,380 45,571 4,395,086 8,752,807
Dividends 34,040,767 Net
realized and unrealized
change in fair market
value 2,236,095 844,001 (2,005,752) 8,648,339 205,627,523
------------ ----------- ------------ ----------- --------------
2,237,475 889,572 2,389,334 8,648,339 248,421,097
Transfer in at Master Trust
inception - - 51,693,730 10,318,530 1,013,731,127
------------ ----------- ------------ ----------- --------------
Total additions 3,755,001 2,088,333 54,083,064 18,966,869 1,361,991,486
Distributions to participants 307,994 150,894 1,123,663 77,385,527
Interest expenses 14,317,876
Administrative expenses 11,843
Net transfer in (out) 1,463,796 1,899,295 11,011,761 6,884,495 -
------------ ----------- ------------ ----------- --------------
Net increase 4,910,803 3,836,734 63,971,162 25,851,364 1,270,276,240
Net assets at beginning of
period 4,520,649 2,183,326 - - 101,591,047
------------ ----------- ------------ ----------- --------------
Net assets at end of period $ 9,431,452 $ 6,020,060 $ 63,971,162 $25,851,364 $1,371,867,287
============ =========== ============ =========== ==============
</TABLE>
Exhibit 99.3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(x) Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the Fiscal year ended March 31, 1997
OR
( ) Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (NO FEE REQUIRED)
For the Transition period From __________ to __________
Commission File Number _________________
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc.
and its Subsidiaries)
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ANHEUSER-BUSCH COMPANIES, INC.
One Busch Place
St. Louis, Missouri 63118
<PAGE>
Item 1. Plan is subject to ERISA, see Item 4 for required information.
Item 2. Plan is subject to ERISA, see Item 4 for required information.
Item 3. Plan is subject to ERISA, see Item 4 for required information.
Item 4. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements:
Report of independent accountants
Statement of Net Assets Available for Benefits with Fund
Information at March 31, 1997 and March 31, 1996.
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the years ended March 31, 1997
and March 31, 1996.
Notes to financial statements
Schedule of Reportable Transactions for the year ended
March 31, 1997 (Schedule I)
Anheuser-Busch Defined Contribution Master Trust - Statement of
Net Assets Available for Benefits with Fund Information at March
31, 1997 and March 31, 1996 (Appendix A)
Anheuser-Busch Defined Contribution Master Trust - Statement of
Changes in Net Assets Available for Benefits with Fund Information
for the Year Ended March 31, 1997 and March 31, 1996 (Appendix A)
(b) Exhibits:
None
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the Plan) have
duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN (FOR CERTAIN
HOURLY EMPLOYEES OF ANHEUSER-BUSCH
COMPANIES, INC. AND ITS SUBSIDIARIES)
By: JOBETH G. BROWN
---------------------------------------
JoBeth G. Brown
Committee Member
Dated: September 24, 1997
3
<PAGE>
800 Market Street Telephone 314 206 8500
St. Louis, MO 63101
PRICE WATERHOUSE LLP [LOGO]
REPORT OF INDEPENDENT ACCOUNTANTS
August 1, 1997
To the Participants and Administrator
of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For Certain Hourly
Employees of Anheuser-Busch Companies, Inc. and its
Subsidiaries)
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the Anheuser-Busch Deferred Income Stock Purchase and
Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies,
Inc. and its Subsidiaries), formerly the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For Hourly Employees of Busch
Entertainment Corporation), at March 31, 1997 and 1996, and the changes in
net assets available for benefits for the years then ended, in conformity
with generally accepted accounting principles. These financial statements
are the responsibility of the plan's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally
accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The additional information
included in Schedule I is presented for the purpose of additional analysis
and is not a required part of the basic financial statements but is
additional information required by ERISA. The Fund Information in the
statements of net assets available for benefits and the statements of
changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets available for
benefits and the changes in net assets available for benefits of each fund.
Schedule I and the Fund Information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
PRICE WATERHOUSE LLP
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its
Subsidiaries)
Statement of Net Assets Available for Benefits with Fund Information
March 31, 1997
Page 2
- --------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Companies, Inc. income income index
stock fund fund fund fund
<S> <C> <C> <C> <C>
Assets
Receivables:
Contributions:
Participant $ 12,362 $ 332 $ 387 $ 1,057
Employer 6,865 - - -
----------- -------- -------- ----------
19,227 332 387 1,057
----------- -------- -------- ----------
Investments at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* 20,722,808
Anheuser-Busch Companies, Inc.
Short-Term Fixed Income Fund 443,463
Anheuser-Busch Companies, Inc.
Medium Term Fixed Income Fund 570,321
Anheuser-Busch Companies, Inc.
Capital Equity Index Fund 1,000,621
Anheuser-Busch Companies, Inc.
Managed Balanced Fund
Anheuser-Busch Companies, Inc.
Index Balanced Fund
Participant loans*
Earthgrains Company, Inc. Common
Stock Fund - - - -
----------- -------- -------- ----------
20,722,808 443,463 570,321 1,000,621
----------- -------- -------- ----------
Total assets 20,742,035 443,795 570,708 1,001,678
----------- -------- -------- ----------
Liabilities
Total liabilities - - - -
----------- -------- -------- ----------
Net assets available for
benefits $20,742,035 $443,795 $570,708 $1,001,678
=========== ======== ======== ==========
</TABLE>
* Represents more than 5% of net assets available for benefits.
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
balanced balanced loan common stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Assets
Receivables:
Contributions:
Participant $ 326 $ 233 $ - $ - $ 14,697
Employer - - - - 6,865
----------- -------- ---------- ---------- ------------
326 233 - - 21,562
----------- -------- ---------- ---------- ------------
Investments at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* 20,722,808
Anheuser-Busch Companies, Inc.
Short-Term Fixed Income Fund 443,463
Anheuser-Busch Companies, Inc.
Medium Term Fixed Income Fund 570,321
Anheuser-Busch Companies, Inc.
Capital Equity Index Fund 1,000,621
Anheuser-Busch Companies, Inc.
Managed Balanced Fund 149,829 149,829
Anheuser-Busch Companies, Inc.
Index Balanced Fund 81,145 81,145
Participant loans* 2,227,239 2,227,239
Earthgrains Company, Inc. Common
Stock Fund - - - 303,723 303,723
----------- -------- ---------- ---------- -----------
149,829 81,145 2,227,239 303,723 25,499,149
----------- -------- ---------- ----------- ------------
Total assets 150,155 81,378 2,227,239 303,723 25,520,711
----------- -------- ---------- ---------- ------------
Liabilities
Total liabilities - - - - -
----------- -------- ---------- ---------- ------------
Net assets available for
benefits $ 150,155 $ 81,378 $2,227,239 $ 303,723 $ 25,520,711
=========== ======== ========== ========== ============
</TABLE>
* Represents more than 5% of net assets available for benefits.
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its
Subsidiaries)
Statement of Net Assets Available for Benefits with Fund Information
March 31, 1996
Page 3
- --------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Companies, Inc. income income index
stock fund fund fund fund
<S> <C> <C> <C> <C>
Assets
Cash $ 406 $ - $ - $ -
Receivables:
Contributions:
Participant 10,516 944 809 944
Employer 7,350 - - -
------------ --------- --------- ---------
18,272 944 809 944
------------ --------- --------- ---------
Investments at fair value:
Earthgrains Company, Inc.,
Common Stock
Anheuser-Busch Companies, Inc.
Common Stock* 15,585,120
Anheuser-Busch Companies, Inc.
Short-Term Fixed Income Fund 393,709
Anheuser-Busch Companies, Inc.
Medium Term Fixed Income Fund 568,186
Anheuser-Busch Companies, Inc.
Capital Equity Index Fund 773,801
Anheuser-Busch Companies, Inc.
Managed Balanced Fund
Anheuser-Busch Companies, Inc.
Indexed Balanced Fund
Participant loans* - - - -
------------ --------- --------- ---------
Total investment 15,585,120 393,709 568,186 773,801
------------ --------- --------- ---------
Total assets 15,603,392 394,653 568,995 774,745
------------ --------- --------- ---------
Liabilities
Total liabilities - - - -
------------ --------- --------- ---------
Net assets available for
benefits $ 15,603,392 $ 394,653 $ 568,995 $ 774,745
============ ========= ========= =========
</TABLE>
* Represents more than 5% of net assets available for benefits.
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
balanced balanced loan Company stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Assets
Cash $ - $ - $ - $ - $ 406
Receivables:
Contributions:
Participant 269 269 13,751
Employer - - - - 7,350
----------- -------- ---------- --------- -----------
269 269 - - 21,507
----------- -------- ---------- --------- -----------
Investments at fair value:
Earthgrains Company, Inc.,
Common Stock 274,200 274,200
Anheuser-Busch Companies, Inc.
Common Stock* 15,585,120
Anheuser-Busch Companies, Inc.
Short-Term Fixed Income Fund 393,709
Anheuser-Busch Companies, Inc.
Medium Term Fixed Income Fund 568,186
Anheuser-Busch Companies, Inc.
Capital Equity Index Fund 773,801
Anheuser-Busch Companies, Inc.
Managed Balanced Fund 129,024 129,024
Anheuser-Busch Companies, Inc.
Indexed Balanced Fund 53,466 53,466
Participant loans* - - 1,273,314 - 1,273,314
----------- -------- ---------- --------- -----------
Total investment 129,024 53,466 1,273,314 274,200 19,050,820
----------- -------- ---------- --------- -----------
Total assets 129,293 53,735 1,273,314 274,200 19,072,327
----------- -------- ---------- --------- -----------
Liabilities
Total liabilities - - - - -
----------- -------- ---------- --------- -----------
Net assets available for
benefits $ 129,293 $ 53,735 $1,273,314 $ 274,200 $19,072,327
=========== ======== ========== ========= ===========
</TABLE>
* Represents more than 5% of net assets available for benefits.
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its
Subsidiaries)
Statement of Changes in Net Assets Available for Benefits with Fund
Information
Year Ended March 31, 1997
Page 4
- ---------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Companies, Inc. income income index
stock fund fund fund fund
<S> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ 1,248,255 $ - $ - $ -
Participant 1,838,287 81,860 119,317 252,325
----------- -------- -------- ----------
3,086,542 81,860 119,317 252,325
----------- -------- -------- ----------
Investment income:
Interest
Net realized and unrealized
appreciation in fair value 4,086,491 21,076 24,967 148,006
of investments
----------- -------- -------- ----------
Total additions 7,173,033 102,936 144,284 400,331
----------- -------- -------- ----------
Deductions from net assets
attributed to:
Distributions to participants 1,799,536 45,595 81,699 48,450
----------- -------- -------- ----------
Net transfers in (out) (234,854) (8,199) (60,872) (124,948)
----------- -------- -------- ----------
Net increase 5,138,643 49,142 1,713 226,933
Net assets available for benefits, 15,603,392 394,653 568,995 774,745
beginning of year
----------- -------- -------- ----------
Net assets available for benefits, $ 20,742,035 $ 443,795 $ 570,708 $ 1,001,678
end of year =========== ======== ======== ==========
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
balanced balanced loan Company stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ - $ - $ - $ - $ 1,248,255
Participant 46,658 47,561 - - 2,386,008
--------- -------- ---------- ---------- ----------
46,658 47,561 - - 3,634,263
--------- -------- ---------- ---------- ----------
Investment income:
Interest 151,705 151,705
Net realized and unrealized
appreciation in fair value 14,904 7,628 - 155,874 4,458,946
of investments
--------- -------- ---------- ---------- ----------
Total additions 61,562 55,189 151,705 155,874 8,244,914
--------- -------- ---------- ---------- ----------
Deductions from net assets
attributed to:
Distributions to participants 6,547 6,028 1,876 36,039 2,025,770
--------- -------- ---------- ---------- -----------
Net transfers in (out) (34,153) (21,518) 804,096 (90,312) 229,240
--------- -------- ---------- ---------- -----------
Net increase 20,862 27,643 953,925 29,523 6,448,384
Net assets available for benefits, 129,293 53,735 1,273,314 274,200 19,072,327
beginning of year --------- -------- ---------- ---------- -----------
Net assets available for benefits, $ 150,155 $ 81,378 $2,227,239 $ 303,723 $25,520,711
end of year ========= ======== ========== ========== ===========
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its
Subsidiaries)
Statement of Changes in Net Assets Available for Benefits with Fund Information
Year Ended March 31, 1996
Page 5
- ------------------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Company income income index
stock fund fund fund fund
<S> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ 1,337,667 $ - $ - $ -
Participant 1,938,258 134,839 154,329 225,292
------------ --------- --------- ---------
3,320,925 134,839 154,329 225,292
------------ --------- --------- ---------
Investment income:
Interest 2,709
Dividends 177,350
Net realized and unrealized
appreciation in fair value 9,591,064 14,485 46,104 193,732
of investments ------------ --------- --------- ---------
9,771,123 14,485 46,104 193,732
Transfer in at Fund inception - - - -
------------ --------- --------- ---------
Total additions 13,092,048 149,324 200,433 419,024
------------ --------- --------- ---------
Deductions from net assets
attributed to:
Distributions to participants 1,995,093 44,962 94,825 64,604
------------ --------- --------- ---------
Transfer of assets (to) from
Deferred Income Stock Purchase
& Savings Plan (7,662,466) (944) (809) (944)
Transfer of assets (to) from
Deferred Income Stock Purchase
& Savings Plan (For Employees
covered by a Collective
Bargaining Agreement) (349,729)
Transfer of assets (to) Deferred
Income Stock Purchase & Savings
Plan (For Certain Employees
of the Earthgrains Company)
Interfund transfers (147,035) (115,664) (103,981) (123,849)
------------ --------- --------- ---------
Net transfer in (out) (8,159,230) (116,608) (104,790) (124,793)
------------ --------- --------- ---------
Net increase (decrease) 2,937,725 (12,246) 818 229,627
Net assets available for benefits,
beginning of year 12,665,667 406,899 568,177 545,118
------------ --------- --------- ---------
Net assets available for benefits,
end of year $ 15,603,392 $ 394,653 $ 568,995 $ 774,745
============ ========= ========= =========
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
balanced balanced loan Company stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ - $ - $ - $ - $ 1,337,667
Participant 61,109 43,274 - - 2,602,101
----------- --------- ---------- --------- -----------
61,109 43,274 - - 3,939,768
----------- --------- ---------- --------- -----------
Investment income:
Interest 60,902 63,611
Dividends 177,350
Net realized and unrealized
appreciation in fair value 39,076 7,855 - 130,057 10,022,373
of investments ----------- --------- ---------- --------- -----------
39,076 7,855 60,902 130,057 10,263,334
Transfer in at Fund inception - - - 113,328 113,328
----------- --------- ---------- --------- -----------
Total additions 100,185 51,129 60,902 243,385 14,316,430
----------- --------- ---------- --------- -----------
Deductions from net assets
attributed to:
Distributions to participants 10,464 1,957 67,017 - 2,278,922
----------- --------- ---------- --------- -----------
Transfer of assets (to) from
Deferred Income Stock Purchase
& Savings Plan (269) (269) 4,460 30,815 (7,630,426)
Transfer of assets (to) from
Deferred Income Stock Purchase
& Savings Plan (For Employees
covered by a Collective
Bargaining Agreement) (349,729)
Transfer of assets (to) Deferred
Income Stock Purchase & Savings
Plan (For Certain Employees
of the Earthgrains Company)
Interfund transfers (43,828) (24,717) 559,074 - -
----------- --------- ---------- --------- -----------
Net transfer in (out) (44,097) (24,986) 563,534 30,815 (7,980,155)
----------- --------- ---------- --------- -----------
Net increase (decrease) 45,624 24,186 557,419 274,200 4,057,353
Net assets available for benefits,
beginning of year 83,669 29,549 715,895 - 15,014,974
----------- --------- ---------- --------- -----------
Net assets available for benefits,
end of year $ 129,293 $ 53,735 $1,273,314 $ 274,200 $19,072,327
=========== ========= ========== ========= ===========
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc.
and its Subsidiaries)
Notes to Financial Statements
Page 6
- --------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
GENERAL
The Anheuser-Busch Deferred Income Stock Purchase and Savings Plan
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and
its Subsidiaries) (the Plan) was established as a result of an
amendment to the Anheuser-Busch Deferred Income Stock Purchase and
Savings Plan for salaried employees which was effective April 1, 1992.
This summary is intended to provide only a general description of the
Plan's provisions. Participants should refer to the Plan document for
more complete information.
PLAN ADMINISTRATION
The Plan's named fiduciaries are Anheuser-Busch Companies, Inc. (the
Company), as Sponsor and Plan Administrator, and Mellon Bank, N.A. as
the Trustee. As Sponsor, the Company has the right to amend the Plan,
designate the Plan's named fiduciaries and exercise all fiduciary
functions necessary for the operation of the Plan except those which
are assigned to another named fiduciary by the Plan or the related
trust agreement. The Company has appointed an Administrative
Committee to exercise the authority and responsibility for the general
administration of the Plan. The Trustee has the exclusive authority
and discretion to invest, manage and hold the assets of the trust in
accordance with the provisions of the Plan and the separate trust
agreement.
Effective April 1, 1994, the Plan was amended to incorporate various
changes to the Plan, including changes in participants' contribution
limits, changes in Company matching contributions, the addition of the
Managed Balanced Fund and Indexed Balanced Fund investment options and
the decrease in the vesting period from three years to two years.
PLAN PARTICIPATION
The Plan covers eligible hourly employees of certain subsidiaries of
the Company which include: Busch Entertainment Corporation; Busch
Properties of Florida, Inc.; Sea World, Inc.; Sea World of Florida,
Inc.; and Sea World of Texas, Inc. Each hourly employee (other than
employees covered by a collective bargaining agreement) of the above
subsidiaries is eligible to participate in the Plan after completing
one year of service, in which 1,000 hours of service are completed.
Participation by eligible employees is voluntary.
CONTRIBUTIONS
A participant may make matched or unmatched contributions. Both
matched and unmatched contributions may be before-tax or after-tax. A
participant may contribute from 1% to 6% of his base compensation
through payroll deductions for Before-Tax Matched Contributions and
After-Tax Matched Contributions. The sum of these matched
contributions may not be less than 2% nor more than 6% of the
participant's base compensation. In addition, a participant may
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc.
and its Subsidiaries)
Notes to Financial Statements
Page 7
- --------------------------------------------------------------------------
contribute from 1% to 10% of his base compensation through payroll
deductions for Before-Tax Unmatched Contributions and After-Tax
Unmatched Contributions; however, the unmatched contribution rates may
not exceed 10% of the participant's base compensation and are subject
to other limitations as set forth in the Plan agreement. In addition,
the sum of Before-Tax contribution rates must not exceed 16% of a
participant's base compensation, subject to certain limitations of the
Internal Revenue Code. The participant's employer then contributes a
matching amount determined annually based on the relationship of the
Company's net income to its payroll for the year most recently ended.
However, in no event may the participating employer's matching
contribution be less than 33-1/3% nor more than 75% of the aggregate
participant contributions.
The Company may also be required to make a Supplemental Contribution
as determined by the Administrative Committee in accordance with the
Plan document. Supplemental Contributions are payable within 180 days
of the Plan's year end and are allocated to participants who have
account balances as of the end of the Plan year. For the years ended
March 31, 1997 and 1996, no Supplemental Contributions were required.
Employee contributions vest and become non-forfeitable immediately.
Company contributions for participants actively employed by the
Company on or prior to March 31, 1989 vested immediately. For
participants subsequently employed, Company contributions vest and
become non-forfeitable after three years of service. Company
contributions also vest upon termination of employment by reason of
death, permanent disability, entry into military service, layoff
exceeding twelve months, upon termination of employment for any
reason, including retirement, after reaching age 60, or in the event
of a "change in control" of the Company as defined by the Plan.
Forfeitures of nonvested balances reduce future employer
contributions.
INVESTMENTS
The Trustee maintains an Anheuser-Busch Companies, Inc. common stock
fund, an Earthgrains Company, Inc. common stock fund, a Short-Term
Fixed Income Fund, a Medium-Term Fixed Income Fund, an Equity Index
Fund, a Managed Balanced Fund, and an Indexed Balanced Fund for the
investment of participant and employer contributions. All employer
contributions are invested in the Company Stock Fund. At least
one-half of each participant's Before-Tax Matched Contributions and at
least one-half of each participant's After-Tax Matched Contributions
shall be invested in the Company Stock Fund for certain periods of
time. The participant may direct the remaining one-half of each type
of matched contribution and all of the unmatched contributions in
increments of 1% into any fund established under the Plan. Earnings
are reinvested in the fund to which they relate.
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc.
and its Subsidiaries)
Notes to Financial Statements
Page 8
- --------------------------------------------------------------------------
The Master Trusts had been established for each of the investment
funds other than the Company Stock Fund for the investment of the
Plan's assets and the assets of the stock purchase and savings plans
sponsored by the Company. On September 1, 1995, the Master Trusts for
each investment fund were combined, along with the Company Stock Fund,
into a single Master Trust.
DISTRIBUTIONS
The Plan permits in-service withdrawals and an optional annual class
year distribution as defined in the Plan document, subject to certain
restrictions. Distributions for terminations are comprised of the
participant's personal contribution portion of his account and the
part of the Company contribution portion of his account which is
vested. Termination and annual class year distributions for whole
numbers of shares are payable in Company shares, while the value of
fractional shares and all interests in the other funds are payable in
cash. Alternatively, the participant may elect to have non-share
investments transferred to the Company Stock Fund and distributed
thereafter in shares with fractional shares distributed in cash.
In-service distributions other than annual class year distributions
are payable at the election of the participant in Company shares or in
cash.
PARTICIPANT LOANS
A participant may borrow from Before-Tax and/or After-Tax Vested
account balances. The minimum loan amount is $1,000; the maximum
amount is the lesser of $50,000 less the highest outstanding loan
balance under the Plan during the one-year period ending on the day
before the loan is made, or 50% of the vested account balance. The
interest rate is set quarterly at prime plus one percentage point at
the end of the preceding quarter. The term of a loan for the purchase
of a principal residence may be up to 10 years; the term of a loan for
any other reason may not exceed 5 years.
PLAN EXPENSES
Under the Master Trust agreement with the Trustee, the Company may pay
all expenses incurred in the administration of the Master Trust,
including trustee fees, but is not obligated to do so. Trustee
expenses not paid by the Company are paid by the Master Trust and
proportionately allocated to the participating plans. All other
expenses incurred in the administration of the Plan are paid by the
participating employers.
AMENDMENT OR TERMINATION OF THE PLAN
The Company anticipates that the Plan will continue without
interruption but reserves the right to terminate its participation in
the Plan subject to the provisions of ERISA. Such termination would
result in the immediate and full vesting of each participant's account
balance. The Trustee would then retain the assets until otherwise
distributable under the Plan.
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc.
and its Subsidiaries)
Notes to Financial Statements
Page 9
- --------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements are prepared on the accrual basis of
accounting.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of additions
to and deductions from net assets during the reporting period. Actual
results could differ from those estimates.
Certain reclassifications have been made to the 1996 financial
statements to conform to current year presentation.
INVESTMENT VALUATION
Investments in common stock, U.S. government securities, and corporate
debt instruments are stated at fair value based on the quoted market
price at March 31, 1997. Investments in interest bearing cash,
insurance contracts, and interests in common/collective trusts are
stated at fair value as determined by the trustee. Participant loans
are valued at cost which approximates fair value.
SECURITY TRANSACTIONS AND INVESTMENT INCOME
Investment purchases and sales, and related realized gains or losses,
are recorded on the trade date. Interest income is recorded as
earned. Dividend income is recorded on the ex-dividend date. Net
realized and unrealized appreciation in fair value of investments is
comprised of the change in market value compared to the cost of
investments retained in the Plan, and realized gains and losses on
security transactions which represent the difference between proceeds
and cost.
ALLOCATION OF ASSETS
The Plan participates in the Anheuser-Busch Companies, Inc. Defined
Contribution Master Trust (Master Trust) established for the
investments of this plan and the other stock purchase and savings
plans sponsored by the Company. Units of participation in the Master
Trust are allocated to participating plans based on the relationship
of individual plan contributions to the market value of the Master
Trust. Earned income, realized and unrealized gains and losses, and
administrative expenses are retained in the Master Trust and are
allocated to participating plans by the Trustee, based on units of
participation on the transaction date.
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc.
and its Subsidiaries)
Notes to Financial Statements
Page 10
- --------------------------------------------------------------------------
3. INTERESTS IN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION
MASTER TRUST
Effective September 1, 1995 the Company and the Trustee entered into a
new master trust agreement. On September 1, 1995, in accordance with
the agreement, the Plan transferred it's investments in: the
Anheuser-Busch Companies, Inc. Common Stock Fund, the Anheuser-Busch
Companies, Inc. Short Term Fixed Income Master Trust, the
Anheuser-Busch Companies, Inc. Medium Term Fixed Income Master Trust,
the Anheuser-Busch Companies, Inc. Capital Equity Index Fund Master
Trust, the Anheuser-Busch Companies, Inc. Managed Balanced Fund Master
Trust, and the Anheuser-Busch Companies, Inc. Indexed Balanced Fund
Master Trust for units of participation in the Anheuser-Busch
Companies, Inc. Defined Contribution Master Trust. The Earthgrains
Company, Inc.'s Common Stock Fund was also added to the Anheuser-Busch
Companies, Inc. Defined Contribution Master Trust. The assets of the
Master Trust are held by Mellon Bank, N.A. (Trustee).
At March 31, 1997 and 1996, the Plan's interest in the net assets of
the Master Trust was approximately 1% and 1%, respectively.
The following table presents the fair value of investments for the
Master Trust:
March 31,
1997 1996
Investments at fair value:
Anheuser-Busch common stock $ 1,764,489,350 $ 1,454,421,887
Short-term fixed income 12,234,324 12,844,323
Medium-term fixed income 44,142,666 48,259,434
Equity index 86,880,218 65,055,866
Managed balanced 10,806,861 9,431,452
Index balanced 7,756,536 6,020,060
Participant loans 76,179,822 63,971,162
Earthgrains Company common stock 24,070,669 25,851,364
---------------- ------------------
$ 2,026,560,446 $ 1,685,855,548
=============== =================
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc.
and its Subsidiaries)
Notes to Financial Statements
Page 11
- --------------------------------------------------------------------------
Investment income for the Master Trust is as follows:
Year ended March 31,
1997 1996
Net appreciation in fair value of
investments:
Anheuser-Busch common stock $ 353,822,133 $ 179,537,693
Short-term fixed income 712,403 (146,135)
Medium-term fixed income 1,969,137 1,574,195
Equity index 12,218,135 14,939,087
Managed balanced 956,745 2,236,095
Index balanced 758,054 844,001
Participant loans (2,005,752)
Earthgrains Company common stock 11,179,051 8,648,339
-------------- --------------
381,615,658 205,627,523
Interest 6,245,287 8,752,807
Dividends 32,464,215 34,040,767
-------------- --------------
$ 420,325,160 $ 248,421,097
============== ==============
Financial statements for the Anheuser-Busch Companies, Inc. Defined
Contribution Master Trust as of and for the years ended March 31, 1997
and 1996 are included as Appendix A.
4. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company
by a letter dated January 30, 1995, that the Plan is designed in
accordance with applicable sections of the Internal Revenue Code.
Therefore, the underlying trust of such a Plan is exempt from federal
income taxes under Section 501 of the Code. The Plan Administrator
and the Plan's tax counsel believe that the Plan is designed and is
currently being operated in compliance with the applicable
requirements of the Internal Revenue Service. Therefore, no provision
for income taxes has been included in the Plan's financial statements.
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc.
and its Subsidiaries)
Notes to Financial Statements
Page 12
- --------------------------------------------------------------------------
5. BENEFIT OBLIGATIONS
Benefit obligations for persons who have withdrawn from participation
in the Plan are as follows:
March 31
1997 1996
Earthgrains Company common stock fund $ 180 $ -
Anheuser-Busch Companies common stock fund 24,536 127,317
Short-term fixed income fund 51
Medium-term fixed income fund 51
Equity index fund 217
Managed balanced fund 51
Index balanced fund 52 -
-------- ----------
$ 25,138 $ 127,317
========= ===========
In accordance with generally accepted accounting principles, these
amounts are not reported as distributions payable in the accompanying
financial statements. However, Department of Labor regulations
require that these amounts be reported as liabilities on Form 5500.
Accordingly, net assets available for benefits reported on Form 5500
are lower than that reflected in the financial statements by the above
amounts.
6. TRANSACTIONS WITH PARTIES-IN-INTEREST
At March 31, 1997, the Plan held shares of Anheuser-Busch Companies,
Inc. common stock. These shares had a total cost of $9,974,765 and
total market value of $20,722,808 at March 31, 1997. During the year
ended March 31, 1997, transactions with the Company included aggregate
purchases and sales totaling $1,507,768 and $25,583, respectively.
These transactions are allowable party-in-interest transactions under
Section 408(e) and 408(b)(8) of ERISA and the regulations promulgated
thereunder.
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc.
and its Subsidiaries)
Notes to Financial Statements
Page 13
- --------------------------------------------------------------------------
7. UNIT ACCOUNTING
As of October 17, 1995, the Company began allocating units to
participant accounts. On March 31, 1997, the total number of units
allocated to each of the funds in the Plan and the applicable net
asset value (NAV) of each unit was as follows:
Units Held NAV per Unit
Earthgrains Company Common 36,823 8.25
Anheuser-Busch Common Stock Fund 1,487,216 13.93
Short Term Fixed Income Fund 27,216 16.29
Medium Term Fixed Income Fund 26,682 21.37
Equity Index Fund 6,040 165.67
Managed Balanced Fund 10,335 14.50
Indexed Balanced Fund 2,256 35.97
Participant Loans 2,211,968 1.00
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK SCHEDULE I
PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc.
and its Subsidiaries)
Item 27d Form 5500 - Schedule of Reportable Transactions*
Year Ended March 31, 1997
- --------------------------------------------------------------------------
<CAPTION>
Number Number Total Total Net
Identity of Description of of cost of proceeds gain
party involved of asset purchases sales purchases from sales (loss)
<S> <C> <C> <C> <C> <C> <C>
Anheuser-Busch Promissory Notes of 55 - $ 566,532 $ - $ - Companies, Inc.
various participants
of Plan (participant
loans)
Anheuser-Busch Common Stock 27 1 1,507,768 25,583 13,824
Companies, Inc.
</TABLE>
* Transactions or series of transactions in excess of 5 percent of the
current value of the Plan's assets as of March 31, 1996 as defined in Section
2520.103-6 of the Department of Labor Rules and Regulations for Reporting
and Disclosure under ERISA.
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
Page 1 of 4
Statement of Net Assets Available for Benefits with Fund Information
March 31, 1997
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
- --------------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Companies, Inc. income income index
stock fund fund fund fund
<S> <C> <C> <C> <C>
Assets
Cash $ - $ - $ 869 $ -
Receivables:
Income - 3,334,261 607,418 -
--------------- ------------ ------------ ------------
- 3,334,261 608,287 -
--------------- ------------ ------------ ------------
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock 1,763,200,723
Interest bearing cash 1,288,627 350,368
U.S. government securities 1,901,519 31,422,938
Corporate debt instruments 10,332,805 11,217,609
Insurance contracts
Interest in common/collective 1,151,751
trusts
Loans to participant
Earthgrains Company Inc.
common stock
Other investments - - - 86,880,218
--------------- ----------- ------------ ------------
1,764,489,350 12,234,324 44,142,666 86,880,218
--------------- ------------ ------------ ------------
Total assets 1,764,489,350 15,568,585 44,750,953 86,880,218
--------------- ------------ ------------ ------------
Liabilities
Notes payable 282,100,000 - - -
--------------- ------------ ------------ ------------
Total liabilities 282,100,000 - - -
--------------- ------------ ------------ ------------
Net assets available $ 1,482,389,350 $ 15,568,585 $ 44,750,953 $ 86,880,218
for benefits =============== ============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
balanced balanced loan Company stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Assets
Cash $ - $ - $ - $ - $ 869
Receivables:
Income - - - - 3,941,679
----------- -------- -------- ---------- --------------
- - - - 3,942,548
----------- -------- -------- ----------- --------------
Investments, at fair value
Anheuser-Busch Companies, Inc.
Common Stock 1,763,200,723
Interest bearing cash 1,638,995
U.S. government securities 33,324,457
Corporate debt instruments 21,550,414
Insurance contracts 10,806,861 3,809,698 14,616,559
Interest in common/collective
trusts 3,946,838 5,098,589
Loans to participant 76,179,822 76,179,822
Earthgrains Company Inc.
common stock 24,070,669 24,070,669
Other investments - - - - 86,880,218
------------ ---------- ---------- ----------- -------------
10,806,861 7,756,536 76,179,822 24,070,669 2,026,560,446
------------- ---------- ---------- ----------- -------------
Total assets 10,806,861 7,756,536 76,179,822 24,070,669 2,030,502,994
------------- ---------- ---------- ----------- -------------
Liabilities
Notes payable - - - - 282,100,000
------------ ---------- ----------- ----------- -------------
Total liabilities - - - - 282,100,000
------------ ---------- ----------- ----------- -------------
Net assets available $ 10,806,861 $ 7,756,536 $ 76,179,822 $ 24,070,669 $ 1,748,402,994
for benefits ============ =========== =========== =========== ==============
</TABLE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
Page 2 of 4
Statement of Net Assets Available for Benefits
March 31, 1996
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
- --------------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Companies, Inc. income income index
stock fund fund fund fund
<S> <C> <C> <C> <C>
Assets
Cash $ 9,443 $ - $ 493 $ -
Receivables:
Income 25,136 717,116 660,124 -
------------ --------- ---------- -----------
34,579 717,116 660,617 -
------------ --------- ---------- -----------
Investments, at fair market value
Earthgrains Company Inc.
common stock
Anheuser-Busch Companies, 1,429,086,002
Inc. common stock
Interest bearing cash 25,335,885 780,070
U.S. Government securities 4,975,174 30,828,807
Corporate debt instruments 7,380,989 11,816,309
Insurance contracts
Interest in common/collective 3,363,318
trusts
Loans to participants
Other investments - 488,160 1,470,930 65,055,866
------------- ---------- ---------- ----------
Total investments 1,454,421,887 12,844,323 48,259,434 65,055,866
------------- ---------- ---------- ----------
Total assets 1,454,456,466 13,561,439 48,920,051 65,055,866
------------- ---------- ---------- ----------
Liabilities
Notes payable 315,400,000
Other payable 573 - - -
------------ ---------- ---------- -----------
Total liabilities 315,400,573 - - -
------------ ---------- ---------- -----------
Net assets available $ 1,139,055,893 $13,561,439 $ 48,920,051 $ 65,055,866
for benefits =============== ========== =========== ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
Balanced balanced loan Company stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Assets
Cash $ - $ - $ - $ - $ 9,936
Receivables:
Income - - - - 1,402,376
------------- ----------- ------------ ------------ ---------------
- - - - 1,412,312
------------- ----------- ------------ ------------ ---------------
Investments, at fair value
Earthgrains Company Inc.
common stock 25,851,364 25,851,364
Anheuser-Busch Companies, Inc.
common stock 1,429,086,002
Interest bearing cash 26,115,955
U.S. Government securities 35,803,981
Corporate debt instruments 19,197,298
Insurance contracts 9,431,452
Interest in common/collective 9,431,452
trusts 3,023,771 (5,096,285) 1,290,804
Loans to participants 69,067,447 69,067,447
Other investments - 2,996,289 - - 70,011,245
------------ ---------- ------------ ------------ ---------------
Total investments 9,431,452 6,020,060 63,971,162 25,851,364 1,685,855,548
------------- ----------- ------------ ------------ ---------------
Total assets 9,431,452 6,020,060 63,971,162 25,851,364 1,687,267,860
------------- ----------- ------------ ------------ ---------------
Liabilities
Notes payable 315,400,000
Other payable - - - - 573
------------- ----------- ------------ ------------ ---------------
Total liabilities - - - - 315,400,573
------------- ----------- ------------ ------------ ---------------
Net assets available $ 9,431,452 $ 6,020,060 $ 63,971,162 $ 25,851,364 $ 1,371,867,287
for benefits ============= =========== ============ ============ ===============
</TABLE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
Page 3 of 4
Statement of Changes in Net Assets Available for Benefits with Fund
Information
For the Year Ended March 31, 1997
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
- --------------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Companies, Inc. income income index
stock fund fund fund fund
<S> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ 16,302,090 $ - $ - $ -
Participant 55,969,069 964,233 4,624,414 7,565,400
-------------- ----------- ------------ -----------
72,271,159 964,233 4,624,414 7,565,400
-------------- ----------- ------------ -----------
Investment income:
Interest 752,385 264
Dividends 32,464,215
Net realized and unrealized
change in fair market 353,822,133 712,403 1,969,137 12,218,135
value -------------- ----------- ------------ -----------
Total additions 459,309,892 1,676,900 6,593,551 19,783,535
Distributions to participants 89,417,709 2,217,757 2,752,761 3,232,210
Interest expense 40,338,376
Administrative expenses 14,892
Net transfer in (out) 13,794,542 2,548,003 (8,009,888) 5,273,027
-------------- ----------- ------------ -----------
Net increase (decrease) 343,333,457 2,007,146 (4,169,098) 21,824,352
Net assets at beginning of 1,139,055,893 13,561,439 48,920,051 65,055,866
period -------------- ----------- ------------ -----------
Net assets at end of period $1,482,389,350 $15,568,585 $ 44,750,953 $86,880,218
============== =========== ============ ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
Balanced balanced loan Company stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ - $ - $ - $ - $ 16,302,090
Participant 1,219,079 822,586 - - 71,164,781
------------ ----------- ------------ ----------- --------------
1,219,079 822,586 - - 87,466,871
------------ ----------- ------------ ----------- --------------
Investment income:
Interest 5,492,638 6,245,287
Dividends 32,464,215
Net realized and unrealized
change in fair market value 956,745 758,054 - 11,179,051 381,615,658
------------ ----------- ------------ ----------- --------------
Total additions 2,175,824 1,580,640 5,492,638 11,179,051 507,792,031
Distributions to participants 830,141 209,474 374,073 1,745,926 100,780,051
Interest expense 40,338,376
Administrative expenses 14,892
Net transfer in (out) 29,726 365,310 7,090,095 (11,213,820) 9,876,995
------------ ----------- ------------ ----------- --------------
Net increase (decrease) 1,375,409 1,736,476 12,208,660 (1,780,695) 376,535,707
Net assets at beginning of 9,431,452 6,020,060 63,971,162 25,851,364 1,371,867,287
period ------------ ----------- ------------ ----------- --------------
Net assets at end of period $ 10,806,861 $ 7,756,536 $ 76,179,822 $24,070,669 $1,748,402,994
============ =========== ============ =========== ==============
</TABLE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
Page 4 of 4
Statement of Changes in Net Assets Available for Benefits
For the Year Ended March 31, 1996
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
- ------------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Short-term Medium-term
Anheuser-Busch fixed fixed Equity
Companies, Inc. income income index
stock fund fund* fund* fund*
<S> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ 34,515,122 $ - $ - $ -
Participant 50,628,382 1,277,033 4,433,495 6,268,943
-------------- ----------- ----------- -----------
85,143,504 1,277,033 4,433,495 6,268,943
-------------- ----------- ----------- -----------
Investment income:
Interest 599,391 587,446 2,168,611 955,322
Dividends 34,040,767
Net realized/unrealized
change in fair market 179,537,693 (146,135) 1,574,195 14,939,087
value -------------- ----------- ----------- -----------
214,177,851 441,311 3,742,806 15,894,409
Transfer in at Master Trust 951,718,867 - - -
inception -------------- ----------- ----------- -----------
Total additions 1,251,040,222 1,718,344 8,176,301 22,163,352
Distributions to participants 69,476,790 1,277,113 3,070,393 1,978,680
Interest expense 14,317,876
Administrative expense 11,843
Net transfer in (out) (28,177,820) 1,719,021 (1,613,902) 6,813,354
-------------- ----------- ----------- -----------
Net increase 1,139,055,893 2,160,252 3,492,006 26,998,026
Net assets at beginning of - 11,401,187 45,428,045 38,057,840
period -------------- ----------- ----------- -----------
Net assets at end of period $1,139,055,893 $13,561,439 $48,920,051 $65,055,866
============== =========== =========== ===========
</TABLE>
* Includes income earned by the respective Master Trust during the period
April 1, 1995 through September 1, 1995.
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH
Managed Index Participant Earthgrains
Balanced balanced loan Company stock
fund fund fund fund Total
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ - $ - $ - $ - $ 34,515,122
Participant 1,517,526 1,198,761 - - 65,324,140
------------ ----------- ------------ ----------- --------------
1,517,526 1,198,761 - - 99,839,262
------------ ----------- ------------ ----------- --------------
Investment income:
Interest 1,380 45,571 4,395,086 8,752,807
Dividends 34,040,767 Net
realized and unrealized
change in fair market 2,236,095 844,001 (2,005,752) 8,648,339 205,627,523
value ------------ ----------- ------------ ----------- --------------
2,237,475 889,572 2,389,334 8,648,339 248,421,097
Transfer in at Master Trust
inception - - 51,693,730 10,318,530 1,013,731,127
------------ ----------- ------------ ----------- --------------
Total additions 3,755,001 2,088,333 54,083,064 18,966,869 1,361,991,486
Distributions to participants 307,994 150,894 1,123,663 77,385,527
Interest expenses 14,317,876
Administrative expenses 11,843
Net transfer in (out) 1,463,796 1,899,295 11,011,761 6,884,495 -
------------ ----------- ------------ ----------- --------------
Net increase 4,910,803 3,836,734 63,971,162 25,851,364 1,270,276,240
Net assets at beginning of
period 4,520,649 2,183,326 - - 101,591,047
------------ ----------- ------------ ----------- -------------- Net assets
Net assets at end of period $ 9,431,452 $ 6,020,060 $ 63,971,162 $25,851,364 $1,371,867,287
============ =========== ============ =========== ==============
</TABLE>
