AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 10, 1998
Registration Statement No. 333-_____
________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________________________
ANHEUSER-BUSCH COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1162835
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
One Busch Place
St. Louis, Missouri 63118
(Address of principal executive offices)
__________________________
ANHEUSER-BUSCH COMPANIES, INC.
1998 INCENTIVE STOCK PLAN
(Full title of the plan)
__________________________
JoBeth G. Brown, Esq. Copies to:
Vice President and Secretary John A. Niemoeller, Esq.
Anheuser-Busch Companies, Inc. The Stolar Partnership
One Busch Place 911 Washington Avenue, 7th Fl
St. Louis, Missouri 63118 St. Louis, Missouri 63101
(Name and address of agent for service)
(314) 577-3314
(Telephone number of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Title of each Amount Proposed Proposed Amount of
class of to be maximum maximum registra-
securities Registered offering aggregate tion fee
to be registered price offering
per share price
Common Stock,
$1 Par Value Per
Share, Including 21,000,000 $57.00* $1,197,000,000* $332,766
Related Rights Shares**
* Estimated solely for purposes of calculating the registration fee. In
accordance with Rule 457(h)(1), the proposed offering price of shares was based
on the average of the high and low prices reported on the New York Stock
Exchange for November 3, 1998.
** The Section 10(a) prospectus relating to the captioned plan applies to this
registration statement and also Reg. Nos. 2-77829, 33-4664, 33-36132, and 33-
53333, in accordance with Rule 429(b). The number of shares still being offered
under such prior registration statements is 23,872,685 shares (as of October 30,
1998), and the pro-rated filing fees previously paid with respect to such shares
is $203,806.47.
<PAGE>
PART I
The Section 10(a) prospectus relating to the Plan is omitted from this
Registration Statement pursuant to the Note to Part I of Form S-8. This
registration statement and Registration Nos. 2-77829, 33-4664, 33-31312, and 33-
53333, all of which cover securities offered to employees under the Registrant's
employee stock option plans, will share a common prospectus pursuant to Rule
429(a).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference
The following documents are incorporated in this registration statement by
reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 1997.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 1998.
(c) The description of the Registrant's shares of common stock, including
the Rights related to the shares as set forth in the Rights Agreement relating
to such Rights, contained in the Registrant's registration statement filed under
the Securities Exchange Act of 1934, file no. 1-7823, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant or the Plan pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such documents.
Item 4. Description of Securities
The Registrant's common stock is registered under Section 12 of the Securities
Exchange Act of 1934, as amended.
Item 5. Interests of Named Experts and Counsel
PricewaterhouseCoopers LLP, the Registrant's independent accountants, have no
interest in the Registrant.
The Stolar Partnership has passed upon the legality of the shares offered under
this registration statement. Attorneys and non-clerical personnel at The Stolar
Partnership who have participated in the preparation of this registration
statement or the Plan have no "substantial interest" in the Registrant, as
defined in Item 509 of Regulation S-K.
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<PAGE>
Item 6. Indemnification of Directors and Officers
The Delaware General Corporation Law permits the indemnification by a Delaware
corporation of its directors, officers, employees and other agents against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than derivative actions
which are by or in the right of the corporation) if they acted in good faith in
a manner they reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe their conduct was illegal. A similar standard of
care is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such an action or requires court
approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation.
The Registrant's Restated Certificate of Incorporation provides that each person
who was or is made a party to, or is involved in, any action, suit or proceeding
by reason of the fact that he or she is or was a director or officer of the
Registrant (or was serving at the request of the Registrant as a director,
officer, employee or agent for another entity) while serving in such capacity
will be indemnified and held harmless by the Registrant to the full extent
authorized or permitted by Delaware law. The Restated Certificate also provides
that the Registrant may purchase and maintain insurance, may also create a trust
fund, grant a security interest and/or use other means (including establishing
letters of credit, surety bonds and other similar arrangements), and may enter
into contracts providing for indemnification, to ensure full payment of
indemnifiable amounts.
The Registrant has entered into indemnification agreements with its directors
and its executive officers.
Item 7. Exemptions from Registration Claimed
Not Applicable.
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<PAGE>
Item 8. Exhibits
All Exhibits are listed in the Exhibit Index at the end of this Part II.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
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<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Louis, State of Missouri, on November 10, 1998.
ANHEUSER-BUSCH COMPANIES, INC.
By: /s/ JOBETH G. BROWN
(JoBeth G. Brown,
Vice President and Secretary)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
August A. Busch III* Chairman of the Board November 10, 1998
(August A. Busch III) and President and
Director (Principal
Executive Officer)
W. Randolph Baker* Vice President November 10, 1998
(W. Randolph Baker) and Chief Financial
Officer (Principal)
Financial Officer)
John F. Kelley* Vice President and November 10, 1998
(John F. Kelley) Controller (Principal
Accounting Officer)
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<PAGE>
Bernard A. Edison* Director November 10, 1998
(Bernard A. Edison)
Carlos Fernandez G.* Director November 10, 1998
(Carlos Fernandez G.)
John E. Jacob* Director November 10, 1998
(John E. Jacob)
James R. Jones* Director November 10, 1998
(James R. Jones)
_______________________ Director
(Charles F. Knight)
_______________________ Director
(Vernon R. Loucks, Jr.)
Vilma S. Martinez* Director November 10, 1998
(Vilma S. Martinez)
Sybil C. Mobley* Director November 10, 1998
(Sybil C. Mobley)
James B. Orthwein* Director November 10, 1998
(James B. Orthwein)
William Porter Payne* Director November 10, 1998
(William Porter Payne)
Andrew C. Taylor* Director November 10, 1998
(Andrew C. Taylor)
Douglas A. Warner III* Director November 10, 1998
(Douglas A. Warner III)
William H. Webster* Director November 10, 1998
(William H. Webster)
Edward E. Whitacre, Jr.* Director November 10, 1998
(Edward E. Whitacre, Jr.)
* By: /s/ JOBETH G. BROWN
JoBeth G. Brown
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
Exhibit 4.1
Anheuser-Busch Companies, Inc. 1998 Incentive Stock Plan.
Exhibit 5.1
Opinion and consent of The Stolar Partnership, concerning the legality of the
shares of common stock being registered hereunder.
Exhibit 23.1
Consent of Independent Accountants.
Exhibit 24.1
Power of Attorney executed by certain directors and officers of the Registrant.
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<PAGE>
EXHIBIT 4.1
ANHEUSER-BUSCH COMPANIES, INC.
1998 INCENTIVE STOCK PLAN
Section 1. Purpose.
The purpose of this Plan is to attract, retain, motivate and reward
employees of the Company and its Subsidiaries and Affiliates with certain stock-
related compensation arrangements.
Section 2. Maximum Number of Shares.
(a) The maximum number of shares of Stock which may be issued pursuant to
Awards under this Plan, and the maximum number of shares for which ISOs may be
granted under this Plan, shall be 21,000,000 shares, subject to adjustment as
provided in Section 9. For this purpose:
(i) The number of shares underlying an Award shall be counted against
this Plan maximum (used) at the time of grant.
(ii) When an Award is payable in cash only, the number of shares of
Stock on which the amount of such cash is based shall be deemed used at the time
of grant.
(iii) Shares which underlie Awards that (in whole or part) expire,
terminate, are forfeited, or otherwise become non-payable, and shares which are
recaptured by the Company in connection with a forfeiture, may be re-used in new
grants to the extent of such expiration, termination, forfeiture, non-
payability, or recapture.
(iv) For all purposes of this Section 2, shares underlying two or more
alternative Awards shall be treated as underlying only a single Award, with no
multiple counting of shares. Accordingly: shares underlying alternative Awards
shall be used only once at the time of grant; if one such Award is exercised or
paid, no re-usage of shares shall result from the termination of the unexercised
alternative Awards.
(b) Notwithstanding any other provisions of this Plan, the maximum number
of shares underlying Awards that may be granted to any Eligible Person during
any calendar year shall be 750,000, subject to adjustment as provided in Section
9.
(c) In its discretion, the Company may issue treasury shares or authorized
but unissued shares, but shall issue treasury shares to the extent required by
the Committee or applicable law. Shares of Stock may be represented by
certificates or may be issued in uncertificated form, as determined by the
Company from time to time.
Section 3. Eligibility.
Officers and management employees of the Company, Subsidiaries, or
Affiliates shall be eligible to receive Awards under this Plan. A director of
the Company, a Subsidiary, or an Affiliate shall be eligible only if he or she
also is an officer or management employee of at least one such entity.
Notwithstanding the foregoing, persons employed only by Affiliates shall not be
eligible to receive ISOs.
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<PAGE>
Section 4. General Provisions Relating to Awards.
(a) Subject to the limitations in this Plan, the Committee may cause the
Company to grant Awards to such Eligible Persons, at such times, of such types,
in such amounts, for such periods, becoming exercisable or otherwise vesting at
such times, with such features, with such option prices, purchase prices or base
prices, and subject to such other terms, conditions, and restrictions as the
Committee deems appropriate. Each Award shall be evidenced by a written Award
Document, which (as determined by the Committee) may be a formal agreement
between the Company and the Recipient or a communication by the Company to the
Recipient. The Award Document may be written and transmitted on paper,
electronically, or using any other medium selected by the Committee, and may be
set forth in a single document or in several documents. In granting an Award,
the Committee may take into account any factor it deems appropriate and
consistent with the purposes of this Plan. Awards may be granted as additional
compensation, or in lieu of other compensation. All or any portion of any
payment to a Recipient, whether in cash or shares of Stock, may be deferred to a
later date if and as provided in the Award Document. Deferrals may be for such
periods and upon such terms and conditions (including the provision of interest,
dividend equivalents, or other return) as the Committee may determine.
(b) Except as otherwise provided in this Plan, one or more Awards may be
granted separately or as alternatives to each other. If Awards are alternatives
to each other:
(i) the exercise of all or part of one automatically shall cause an
immediate equal and corresponding termination of the other; and
(ii) unless the Award Document or the Committee expressly permit
otherwise, alternative Awards which are transferable may be transferred only as
a unit, and alternative Awards which are exercisable must be exercisable by the
same person or persons.
(c) Award Documents may contain any provision approved by the Committee
relating to the period for exercise or vesting after termination of employment,
and relating to the circumstances under which a termination is deemed to occur.
Except to the extent otherwise expressly provided in the Award Document or
determined by the Committee, termination of employment includes the separation
of a Recipient, directly or through the separation of his or her Employer, from
the group of companies comprised of the Company and its Subsidiaries and
Affiliates for any reason, including: (i) separation of the Recipient by reason
of death, permanent or indefinite disability, retirement, resignation,
dismissal, permanent or indefinite layoff, or other event having a similar
effect; and (ii) separation of the Employer by any method which results in the
Employer ceasing to be a Subsidiary or an Affiliate.
(d) Award Documents may, in the discretion of the Committee, contain a
provision permitting a Recipient to designate the person who may exercise an
Award after the Recipient's death, either by will or by appropriate notice to
the Company. The Committee may impose such conditions and limitations on such
designations as it deems appropriate.
(e) A Recipient shall have none of the rights of a shareholder with
respect to shares of Stock which underlie his or her Award until shares are
issued in his or her name.
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<PAGE>
(f) Except as otherwise provided in an Award Document pursuant to this
Section, Awards shall not be transferable other than by will or the laws of
descent and distribution, and shall be exercisable during the Recipient's
lifetime only by the Recipient or his or her guardian or legal representative.
However, except in the case of ISOs and Awards which are alternatives to ISOs,
the Committee may expressly provide in any Award Document that the Award is
transferable. Transferability (if permitted) may be subject to such conditions
and limitations as the Committee deems appropriate.
(g) Notwithstanding Section 14(a), in its discretion the Committee may
provide in any Award Document for the acceleration of vesting or the termination
of any condition or forfeiture provision upon the happening of any specified
event (including, for example, an event which results in an Acceleration Date).
(h) Subject to Section 14(a) in the case of ISOs, and subject to any
express limitations contained in the applicable Award Document: (i) the
Committee may accelerate vesting or waive or terminate any condition or
forfeiture provision of any Award at any time and for any reason; and (ii) the
Committee may amend an Award Document after grant at any time and for any reason
so long as such amendment is not inconsistent with this Plan.
(i) No Award by its terms shall be exercisable after the expiration of ten
years from the date it is granted.
Section 5. Options and SARs.
(a) Except as provided in Section 9, the option price per share of Options
or the base price of SARs shall not be less than Fair Market Value per share of
Stock on the Options' or the SARs' grant date, except that SARs which are
alternatives to Options but which are granted at a later time may have a base
price equal to the option price even though the base price is less than Fair
Market Value on the date the SARs are granted.
(b) The grant of Options and their related Award Document must identify
the Options as either ISOs or as NQSOs.
(c) If Options, SARs, and/or Limited Rights are granted as alternatives to
each other, the option prices and the base prices (as applicable) shall be equal
and the expiration dates shall be the same.
(d) In the case of SARs, the Award Document may specify the form of
payment or may provide that the form is to be determined at a later date, and
may require the satisfaction of any rules or conditions in connection with
receiving payment in any particular form.
(e) Notwithstanding any other provision of Sections 4 or 5: (i) no Options
or SARs shall be granted in exchange for so-called "underwater" Options or SARs
(which have option or base prices in excess of the then-current Fair Market
Value per share of Stock), nor shall underwater Options or SARs be amended to
reduce their option or base price; and, (ii) no Options or SARs shall contain a
so-called "reload" feature under which additional Options or SARs are granted
automatically to Recipients upon exercise of the original Options or SARs.
Section 6. Limited Rights.
(a) The Committee shall have authority to grant a special type of stock
appreciation rights ("Limited Rights") to any Recipient of any Options or SARs
granted under this Plan (the
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"Related Award"). Limited Rights are stock appreciation rights which are
exercisable only after the occurrence of one or more extraordinary events
specified by the Committee; such events may include, for example, the events
which result in an Acceleration Date. Limited Rights shall not be granted
separately, but shall be granted only as alternatives to their Related Award.
Limited Rights may be granted either at the time of grant of the Related Award
or at any time thereafter during its term. Limited Rights shall be exercisable
or payable at such times, payable in such amounts, and subject to such other
terms, conditions, and restrictions as the Committee deems appropriate.
(b) The Committee shall place on any Limited Rights for which the Related
Awards are ISOs such restrictions as may be required by the Code at the time of
grant, and shall amend this Plan accordingly to the extent required by the Code.
Section 7. Stock Issuance, Payment, and Withholding.
(a) The Recipient of Options may pay the option price in cash, Stock
(including shares of previously-owned Stock or Stock issuable in connection with
the Award), or other property, to the extent permitted or required by the Award
Document or the Committee from time to time.
(b) Except to the extent prohibited by applicable law, the Committee
or the Company may take any necessary or appropriate steps in order to
facilitate the payment of an option price. The Committee may permit deemed or
constructive transfers of shares in lieu of actual transfer and physical
delivery of certificates. The Committee may require satisfaction of any rules
or conditions in connection with paying the option price at any particular time
or in any particular form.
(c) If shares used to pay the option price of Options are subject to any
transfer or other restrictions, an equal number of the shares of Stock purchased
shall be made subject to such prior restrictions in addition to any further
restrictions imposed on such purchased shares by the terms of the Award Document
or Plan.
(d) After the obligation arises to collect and pay Required Withholding
Taxes, the Recipient shall reimburse the Company or Employer (as required by the
Committee or Company) for the amount of such Required Withholding Taxes in cash,
unless the Award Document or the Committee permits or requires payment in
another form. In the discretion of the Committee or its delegate and at the
Recipient's request, the Committee or its delegate may cause the Company or
Employer to pay to the appropriate taxing authority withholding taxes in excess
of Required Withholding Taxes on behalf of a Recipient, which shall be
reimbursed by the Recipient in any manner determined by the Company or the
Committee from time to time. In the Award Document or otherwise, the Committee
may allow a Recipient to reimburse the Company or Employer for payment of
withholding taxes with shares of Stock or other property. The Committee may
require the satisfaction of any rules or conditions in connection with any
non-cash payment of withholding taxes.
(e) If provided in the Award Document relating to an ISO, the Committee
may (i) cause the Company to hold the shares of Stock issued in the Recipient's
name upon exercise, or (ii) prohibit the transfer by a Recipient of such shares
into the name of a nominee and require the placement of a legend on certificates
for such shares reflecting such prohibition.
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Section 8. Forfeitures.
In its discretion, the Committee may adopt and amend any policies, and may
include in any Award Document any provisions relating to, forfeitures. Such
forfeiture provisions may include, for example, prohibitions on competing with
the Company and its Subsidiaries and Affiliates and on engaging in other
detrimental conduct. Forfeiture provisions for one Award type may differ from
those for another type, and also may differ among Awards of the same type
granted at different times or to Recipients in different circumstances. As used
in this Plan, a "forfeiture" of an Award includes the recapture of Stock issued
or other economic benefits derived from an Award, as well as the forfeiture of
an Award itself; however, the Committee may define the term more narrowly for
specific Award Documents.
Section 9. Adjustments and Acquisitions.
(a) Subject to Section 9(c), in the event that the Committee shall
determine that, as a result of any dividend or other distribution (whether in
the form of cash, Stock, other securities, or other property), stock split,
reverse stock split, recapitalization, reorganization, merger, consolidation,
split-up, split-off, spin-off, combination, repurchase, or exchange of Stock or
other securities of the Company, issuance of warrants or other rights to
purchase Stock or other securities of the Company, or any other similar
corporate transaction, change, or event, an adjustment is appropriate in order
to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under outstanding Awards or under the Plan (an
"Adjustment Event"), then the Committee shall, in such manner as it may deem
equitable, adjust any or all of:
(i) the number and types of shares of Stock (or other securities or
property) subject to outstanding Awards;
(ii) the maximum number of shares of Stock with respect to which
Awards may be issued set forth in Section 2(a) of this Plan, the maximum number
of shares of Stock for which ISOs may be granted set forth in Section 2(a) of
this Plan, and the maximum number of shares of Stock which may be granted to any
Eligible Person during any calendar year set forth in Section 2(b) of this Plan
(collectively the "Share Limitations"); and
(iii) the option price, base price, or other similar price with respect
to any Award.
Alternatively to (i) and (iii), if there is an Adjustment Event and the
Committee deems it appropriate, it may provide for cash payments to holders of
outstanding Awards.
(b) Subject to Section 9(c), in the event of an acquisition by the Company
by means of a merger, consolidation, acquisition of property or stock,
reorganization or otherwise, the Committee shall be authorized:
(i) to cause the Company to issue Awards or assume stock options or
stock appreciation rights issued by the acquired company, whether or not in a
transaction to which Section 424(a) of the Code applies, by means of issuance of
new Awards in substitution for, or an assumption of, previously issued options
or rights, but only if and to the extent that such issuance or assumption is
consistent with the other provisions of this Plan and any applicable law, and/or
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(ii) to increase the Share Limitations to reflect such issuance or
assumption.
(c) The Committee shall not make an adjustment under Section 9(a), issue
Awards or assume options or rights under Section 9(b)(i), or increase the Share
Limitations under Section 9(b)(ii),
(i) to the extent such action would affect ISOs or the Share
Limitation relating to ISOs and would require shareholder approval under Section
422 of the Code, or
(ii) to the extent such action would affect the Share Limitation set
forth in Section 2(b) of this Plan and would require shareholder approval in
order to qualify such Awards, such assumed options or rights, or Awards granted
thereafter as performance-based compensation under Section 162(m) of the Code,
unless such action(s) by the Committee are made subject to shareholder approval
and are so approved by the shareholders.
(d) In the event that the Board approves any merger or consolidation of
the Company with or into any other corporation or business entity as a result of
which the Company shall not be the surviving corporation, with respect to each
Award, either (i) the Committee shall, in such manner as it may deem equitable,
cause such Award to vest prior to the effective date of such merger or
consolidation or (ii) the Committee or the Board shall approve arrangements to
substitute an award issued by the surviving corporation for such Award on terms
and conditions deemed equitable by the Committee or the Board.
Section 10. Acceleration and Vesting.
(a) An "Acceleration Date" occurs when any of the following events occur:
(i) any Person (as defined herein) becomes the beneficial owner
directly or indirectly (within the meaning of Rule 13d-3 under the Act) of more
than 30% of the Company's then outstanding voting securities (measured on the
basis of voting power);
(ii) the shareholders of the Company approve a definitive agreement of
merger or consolidation with any other corporation or business entity, other
than a merger or consolidation that would result in the voting securities of the
Company outstanding immediately prior to the consummation of the merger or
consolidation continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) at least 50% of
the combined voting power of the voting securities of the surviving entity of
such merger or consolidation outstanding immediately after such merger or
consolidation;
(iii) Continuing Directors cease to constitute at least a majority of
the directors of the Company; or
(iv) the shareholders of the Company approve a plan of complete
liquidation or dissolution of the Company or an agreement for the sale or
disposition by the Company of all or substantially all the Company's assets.
An Acceleration Date as described in (i) above shall not occur as a result
of the ownership of voting securities by (A) the Company or any of its
Subsidiaries, (B) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of
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its Subsidiaries or (C) a corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their
ownership of Stock. Securities held by an underwriter pursuant to an offering
of such securities for a period not to exceed 40 days shall be deemed to be
outstanding but shall not be deemed to be beneficially owned by such underwriter
for purposes of clause (i) above.
For purposes of this Section 10(a), (X) "Affiliate" and "Associate" shall
have the respective meanings ascribed to such terms in Rule 12b-2 under the Act;
(Y) "Continuing Directors" shall mean any directors of the Company who either
(i) were directors of the Company on the date of adoption of the Plan, or (ii)
became directors of the Company subsequent to such date and whose election or
nomination for election by the shareholders of the Company was duly approved,
either by a specific vote or by approval of the proxy statement issued by the
Company in which such individuals were named as nominees for director of the
Company, by a majority of the Continuing Directors who were at the time of
election or nomination directors of the Company; and (Z) "Person" shall mean any
individual, firm, corporation, partnership or other entity and shall include the
Affiliates and Associates of such Person.
(b) If an Acceleration Date occurs while Awards remain outstanding under
this Plan, then all Awards shall vest. This Section shall apply to ISOs
notwithstanding Section 14(a).
(c) When Awards "vest," they become fully exercisable. Vesting does not
mean that an Award becomes non-forfeitable, except to the extent provided in the
Award Document or otherwise by the Committee pursuant to Sections 4(g) or 4(h)
above.
Section 11. Administration.
(a) This Plan shall be administered by the Stock Option Plans Committee of
the Board, or another committee appointed by the Board from time to time,
consisting of three or more persons, each of whom at all times shall be a member
of the Board and none of whom shall be an officer or employee of the Company or
any of its Subsidiaries at the time of service. Committee members shall not be
eligible for selection to receive Awards under this Plan.
(b) During any time when one or more Committee members may not be
qualified to serve under Rule 16b-3, under Section 162(m) of the Code, or under
any other rule or law which contains special qualifications for Committee
members in order to avoid a penalty or to obtain a benefit, the Committee may
form a sub-Committee from among its qualifying members. The sub-Committee may
act, in lieu of the full Committee, with respect to all or any category of
Awards granted or to be granted to all or any group of Recipients, and may take
other actions deemed appropriate and convenient to prevent, control, minimize,
or eliminate any penalties, loss of benefits, or other adverse effects of such
potential disqualification. Any such sub-Committee shall have the full authority
of the full Committee under this Plan, except to the extent the full Committee
limits the sub-Committee's powers.
(c) At the Committee's request or on its own motion, the Board may ratify
or approve grants, or any terms of any grants, made by the Committee during any
time that any member of the Committee may not be qualified to approve such
grants or terms under Rule 16b-3 or any other rule or law.
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<PAGE>
(d) A majority of the members of the Committee shall constitute a quorum.
The acts of a majority of the members present at any meeting at which a quorum
is present, or acts approved in writing by all of the members of the Committee,
shall be the acts of the Committee. The Committee may meet in person, by
telephone or television conference, or in any other manner (unless prohibited by
applicable law). From time to time the Committee may adopt, amend, and rescind
such rules and regulations for carrying out this Plan and implementing Award
Documents, and the Committee may take such action in the administration of this
Plan, as it deems proper. The interpretation of any provisions of this Plan by
the Committee shall be final and conclusive unless otherwise determined by the
Board.
(e) To the extent the Committee deems it convenient and appropriate, the
Committee may delegate such of its powers and duties, including (among other
things) its power to grant Awards, to one or more officers of the Company. Any
such delegation shall be subject to such limitations and conditions as the
Committee deems appropriate. However, notwithstanding the foregoing: (i) the
power to grant Awards may not be delegated to an officer who is not also a
director of the Company except in conformity with applicable Delaware law; and,
(ii) no officer may grant Awards to him- or herself or to his or her superiors
unless such grants are ratified by the Committee or the Board.
Section 12. Amendment, Termination, Shareholder Approval.
(a) The Board may amend or terminate this Plan at any time, except that
without the approval of the Company's shareholders, no amendment shall (i)
increase the maximum number of shares issuable, or the maximum number of shares
for which ISOs may be granted, under this Plan, (ii) change the class of persons
eligible to receive ISOs, (iii) change the annual limit on Awards which may be
granted to an Eligible Person provided in Section 2(b), or (iv) change the
provisions of this Section 12(a).
(b) The Committee may amend this Plan from time to time to the extent
necessary to (i) comply with Rule 16b-3 and, to the extent it deems appropriate,
(ii) prevent benefits under this Plan from constituting "applicable employee
remuneration" within the meaning of Section 162(m) of the Code.
(c) No Awards may be granted under this Plan after April 21, 2008.
(d) The approval by shareholders shall consist of the approving vote of
the holders of a majority of the outstanding shares of Stock present (in person
or by proxy) and voted (for or against) at a meeting of the shareholders at
which a quorum is present, unless a greater vote is required by the Company's
charter or by-laws, by the Board, by the Company's principal stock exchange, or
by applicable law (including Delaware law, Rule 16b-3, or Section 162(m) of the
Code).
Section 13. Definitions.
(a) "Acceleration Date" has the meaning given in Section 10(a).
(b) "Act" means the Securities Exchange Act of 1934, as amended from time
to time.
(c) "Adjustment Event" has the meaning given in Section 9(a).
(d) "Affiliate" means any entity in which the Company has a substantial
direct or indirect equity interest (other than a Subsidiary), but only if
expressly so designated by the Committee
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<PAGE>
from time to time. Without limiting the generality of the foregoing, the term
"Affiliate" shall not include any beer wholesaler or distributor in which
Anheuser-Busch Investment Capital Corporation or other Subsidiary invests,
unless the Committee expressly determines otherwise.
(e) "Award" means a grant of ISOs, NQSOs, SARs, or Limited Rights.
(f) "Award Document" means the written agreement or other document
referred to in Section 4(a) evidencing an Award.
(g) "Board" means the Board of Directors of the Company.
(h) Options "cease to qualify as ISOs" when they fail or cease to qualify
for the exclusion from income provided in Section 421 (or any successor
provision) of the Code.
(i) "Code" means the U.S. Internal Revenue Code as in effect from time to
time.
(j) "Committee" means the committee of the Board described in Section 11
hereof and any sub-committee established by such committee pursuant to Section
11(b).
(k) "Company" means Anheuser-Busch Companies, Inc. and its successors.
(l) "Eligible Person" means a person who is eligible to receive an Award
under Section 3 of this Plan.
(m) "Employer" means the Company, the Subsidiary, or the Affiliate which
employs the Recipient.
(n) "Fair Market Value" of Stock on a given valuation date means (i) the
average of the highest and lowest selling prices per share of Stock reported on
the New York Stock Exchange Composite Tape or similar quotation service for such
date, (ii) if Stock is not listed on the New York Stock Exchange, the average of
the highest and lowest selling prices per share of Stock as reported for such
valuation date on the principal stock exchange or quotation system in the U.S.
on which Stock is listed or quoted (as determined by the Committee), or (iii) if
neither of the preceding clauses is applicable, the value per share determined
by the Committee in a manner consistent with the Treasury Regulations under
Section 2031 of the Code. If no sale of Stock occurs on such valuation date, but
there were sales reported within a reasonable period both before and after such
valuation date, the weighted average of the means between the highest and lowest
selling prices on the nearest date before and the nearest date after such
valuation date shall be used, with the average to be weighted inversely by the
respective numbers of trading days between the selling dates and such valuation
date.
(o) "Forfeiture" has the meaning given in Section 8.
(p) "ISO" or "Incentive Stock Option" means an option to purchase one
share of Stock for a specified option price which is designated by the Committee
as an "Incentive Stock Option" and which qualifies as an "incentive stock
option" under Section 422 (or any successor provision) of the Code.
(q) "Limited Right" has the meaning given in Section 6.
(r) "NQSO" or "Non-Qualified Stock Option" means an option to purchase one
share of Stock for a specified option price which is designated by the Committee
as a "Non-Qualified Stock Option," or which is designated by the Committee as an
ISO but which ceases to qualify as an ISO.
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<PAGE>
(s) "Option" means an ISO or an NQSO.
(t) "Optionee" means a person to whom Options are granted pursuant to this
Plan.
(u) "Plan" means the Anheuser-Busch Companies, Inc. 1997 Incentive Stock
Plan, as amended from time to time.
(v) "Recipient" means an Eligible Person to whom an Award is granted
pursuant to this Plan.
(w) "Reporting Person," as of a given date, means a Recipient who would be
required to report a purchase or sale of Stock occurring on such date to the
Securities and Exchange Commission pursuant to Section 16(a) of the Act and the
rules and regulations thereunder.
(x) "Rule 16b-3" means Rule 16b-3 (as amended from time to time)
promulgated by the Securities and Exchange Commission under the Act, and any
successor thereto.
(y) "Share Limitations" has the meaning given in Section 9(a).
(z) "SAR" means a stock appreciation right, which is a right to receive
cash, Stock, or other property having a value on the date the SAR is exercised
equal to (i) the excess of the Fair Market Value of one share of Stock on the
exercise date over (ii) the base price of the SAR. The term "SAR" does not
include a Limited Right.
(aa) "Stock" means shares of the common stock of the Company, par value
$1.00 per share, or such other class or kind of shares or other securities as
may be applicable under Section 9.
(bb) "Subsidiary" means a "subsidiary corporation" of the Company as
defined in Section 424(f) (or any successor provision) of the Code, except to
the extent otherwise expressly determined by the Committee.
(cc) "Vest" has the meaning given in Section 10(c).
(dd) "Required Withholding Taxes" means, in connection with the exercise of
or other taxable event relating to an Award, the total amount of Federal and
state income taxes, social security taxes, and other taxes which the Employer of
the Recipient is required to withhold.
Section 14. Miscellaneous.
(a) Each provision of this Plan and the Award Documents relating to ISOs
shall be construed so that all ISOs shall be "incentive stock options" as
defined in Section 422 of the Code or any statutory provision that may replace
Section 422, and any provisions thereof which cannot be so construed shall be
disregarded, subject however to Sections 4(g) and 10(b) and provided that Award
Documents are permitted to have provisions which cause Options which qualify as
ISOs at the time of grant to cease to qualify as ISOs at a later time or upon
the happening of a later event. No discretion granted or allowed to the
Committee under this Plan shall apply to ISOs after their grant except (i) to
the extent the related Award Document shall so provide or (ii) to the extent
that the application of such discretion would not cause such ISOs to cease to
qualify as ISOs. Notwithstanding the foregoing, nothing shall prohibit an
amendment to or action regarding outstanding ISOs which would cause them to
cease to qualify as ISOs, so long as the Company and the Recipient shall consent
to such amendment or action.
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<PAGE>
(b) Without amending this Plan, Awards may be granted to Eligible Persons
who are foreign nationals or who are employed outside the United States or both,
on such terms and conditions different from those specified in this Plan as may,
in the judgment of the Committee, be necessary or desirable to further the
purposes of this Plan. Such different terms and conditions may be reflected in
Addenda to this Plan. However, no such different terms or conditions shall be
employed if such terms or conditions constitute, or in effect result in, an
increase in the aggregate number of shares which may be issued under this Plan
or a change in the definition of Eligible Person.
(c) Notwithstanding any other provision in this Plan, the Committee shall
not act with respect to any Reporting Person in a manner which would result in a
forfeiture under Section 16(b) of the Act of some or all of the economic
benefits relating to his or her Awards, without in each case the written consent
of such Reporting Person.
(d) Nothing in this Plan or any Award Document shall confer on any person
any expectation to continue in the employ of his or her Employer, or shall
interfere in any manner with the absolute right of the Employer to change or
terminate such person's employment at any time for any reason or for no reason.
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<PAGE>
Exhibit 5.1
November 10, 1998
Anheuser-Busch Companies, Inc.
One Busch Place
St. Louis, Missouri 63118
Re: Registration Statement on Form S-8 Relating to 21,000,000
shares of Common Stock, Par Value $1.00 Per Share, To Be
Issued Pursuant to the Anheuser-Busch Companies, Inc. 1998
Incentive Stock Plan
Ladies and Gentlemen:
Anheuser-Busch Companies, Inc. (the "Company") proposes to file with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
a Registration Statement on Form S-8 relating to 21,000,000 shares of common
stock, par value $1.00 per share (the "Shares"), which are proposed to be sold
to certain officers and employees of the Company pursuant to the Anheuser-Busch
Companies, Inc. 1998 Incentive Stock Plan (the "Plan"). The Shares, in addition
to the shares previously authorized and registered on Form S-8 in connection
with the Company's other stock option plans (Reg. Nos. 2-77829, 33-4664, 33-
36132, and 33-53333), will be offered pursuant to a common Section 10(a)
Prospectus to be used in connection with said proposed Registration Statement
and with such earlier Registration Statements.
In connection with the proposed registration, we have examined corporate
records of the Company and such other documents and materials as we have
considered relevant to the matters set forth below, and we have made such
investigation of matters of law and fact as we have considered appropriate.
Based on the foregoing, we are of the opinion that:
(1) The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware, and has the authority to
issue the Shares pursuant to the Plan.
(2) The shares of common stock that may be issued pursuant to the Plan
will be, when issued or sold in accordance with the Plan, duly authorized,
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
registration statement and to the reference to us in Item 5 of Part II of the
Registration Statement.
Very truly yours,
THE STOLAR PARTNERSHIP
By: /s/ JOHN A. NIEMOELLER
John A. Niemoeller
Exhibit 23.1
PRICEWATERHOUSECOOPERS [LOGO]
PricewaterhouseCoopers LLP
800 Market Street
St. Louis, MO 63101
Telephone (314) 206 8500
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 3, 1998, which appears on
page 49 of the 1997 Annual Report to Shareholders of Anheuser-Busch Companies,
Inc. and which is incorporated by reference in Anheuser-Busch Companies, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1997. 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.
/s/PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
St. Louis, Missouri
November 10, 1998
EXHIBIT 24.1
ANHEUSER-BUSCH COMPANIES, INC.
POWER OF ATTORNEY
Each of the undersigned directors and officers of Anheuser-Busch Companies,
Inc., a Delaware corporation (the "Company"), hereby appoints August A. Busch
III, W. Randolph Baker, and JoBeth G. Brown, and each of them or their
successors as officers of the Company acting singly, the true and lawful agents
and attorneys of the undersigned, with full power of substitution, to do all
things and to execute all instruments which any of them may deem necessary or
advisable to enable the Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Act on Form S-8 of: (a) 21 million shares of common stock to be
issued under the Company's 1998 Incentive Stock Plan; (b) the previously
registered shares of common stock remaining unissued under the Company's 1989
Incentive Stock Plan (Registration Nos. 33-36132 and 33-53333); and (c) the
previously registered shares of common stock remaining unissued under the
Company's 1981 Incentive Stock Option/Non-Qualified Stock Option Plan and 1981
Non-Qualified Stock Option Plan (Registration Nos. 2-77829 and 33-4664). This
authorization includes the authority to sign the name of each of the undersigned
in the capacities indicated below to the said proposed Registration Statement to
be filed in respect of said 21 million shares, and to any amendments to said
proposed Registration Statement or to Registration Statement Nos. 33-36132, 33-
53333, 2-77829 or 33-4664 after this date.
IN WITNESS WHEREOF, each of the undersigned has executed a copy of this
Power of Attorney as of May 27, 1998.
/s/AUGUST A. BUSCH III
August A. Busch III
Chairman of the Board
and President and Director
(Principal Executive Officer)
/s/W. RANDOLPH BAKER
W. Randolph Baker
Vice President and Chief
Financial Officer
(Principal Financial Officer)
/s/JOHN F. KELLY
John F. Kelly
Vice President and Controller
(Principal Accounting Officer)
/s/BERNARD A. EDISON
Bernard A. Edison
Director
/s/CARLOS FERNANDEZ G.
Carlos Fernandez G.
Director
/s/JOHN E. JACOB
John E. Jacob
Director
/s/JAMES R. JONES
James R. Jones
Director
_______________________
Charles F. Knight
Director
_______________________
Vernon F. Loucks, Jr.
Director
/s/VILMA S. MARTINEZ
Vilma S. Martinez
Director
/s/SYBIL C. MOBLEY
Sybil C. Mobley
Director
/s/JAMES B. ORTHWEIN
James B. Orthwein
Director
/s/WILLIAM PORTER PAYNE
William Porter Payne
Director
/s/ANDREW C. TAYLOR
Andrew C. Taylor
Director
/s/DOUGLAS A. WARNER III
Douglas A. Warner III
Director
/s/WILLIAM H. WEBSTER
William H. Webster
Director
/s/EDWARD E. WHITACRE, JR.
Edward E. Whitacre, Jr.
Director
