AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON SEPTEMBER 29, 1999
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.
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(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 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 150,000 $70.50* $10,575,000 $2,939.85
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 September 24, 1999.
<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.
<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, 1998.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 1999.
(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 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.
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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 unlawful. 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 and 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 the fact that such director or officer is 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 September 22, 1999.
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 September 22, 1999
(August A. Busch III) and President and
Director (Principal
Executive Officer)
W. Randolph Baker* Vice President September 22, 1999
(W. Randolph Baker) and Chief Financial
Officer (Principal
Financial Officer)
John F. Kelly* Vice President and September 22, 1999
(John F. Kelly) Controller (Principal
Accounting Officer)
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<PAGE>
Bernard A. Edison* Director September 22, 1999
(Bernard A. Edison)
Carlos Fernandez G.* Director September 22, 1999
(Carlos Fernandez G.)
John E. Jacob* Director September 22, 1999
(John E. Jacob)
James R. Jones* Director September 22, 1999
(James R. Jones)
Charles F. Knight* Director September 22, 1999
(Charles F. Knight)
Vernon R. Loucks, Jr.* Director September 22, 1999
(Vernon R. Loucks, Jr.)
Vilma S. Martinez* Director September 22, 1999
(Vilma S. Martinez)
James B. Orthwein* Director September 22, 1999
(James B. Orthwein)
Joyce M. Roche'* Director September 22, 1999
(Joyce M. Roche')
William Porter Payne* Director September 22, 1999
(William Porter Payne)
Andrew C. Taylor* Director September 22, 1999
(Andrew C. Taylor)
Douglas A. Warner III* Director September 22, 1999
(Douglas A. Warner III)
Edward E. Whitacre, Jr.* Director September 22, 1999
(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. Stock Plan for Non-Employee Directors.
Exhibit 5.1
Not furnished in accordance with Item 8(a) of this Form because the securities
being issued are not original issuance securities.
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>
ANHEUSER-BUSCH COMPANIES, INC.
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
Effective Date: October 1, 1999
1. Purpose
The purpose of this Plan is to further align the financial interests of the
Non-Employee Directors of Anheuser-Busch Companies, Inc. (the "Company") with
those of the Company's shareowners through the granting of options to purchase
the Company's common stock to such Non-Employee Directors, and to help the
Company attract and retain highly-qualified individuals to serve as directors.
2. Eligibility
Participation in this Plan is limited to directors who are not employees of
the Company, including both active and advisory directors ("Non-Employee
Directors").
3. Grants
(a) Annual Grants. On the effective date of this Plan and on the first
business day of May in each year thereafter, each Non-Employee Director holding
office on such date shall be granted 2,000 Options. The number of shares and
Options to be granted each year shall be subject to adjustment pursuant to
Section 7.
(b) Options. Each "Option" granted under this Plan shall give the
recipient the right to purchase one share of the Company's common stock, par
value $1.00 per share ("Common Stock") at the price, and on the terms and
conditions, set forth in this Plan, including in particular Sections 4 and 5.
(c) Treasury Stock; Reservation. Only shares held in the Company's
treasury may be issued upon exercise of Options. The Company shall reserve and
set aside 150,000 treasury shares for that purpose, subject to adjustment as
provided in Section 7. The Secretary shall count shares against the reserved
number of treasury shares in any convenient, consistent manner selected by her.
(d) Non-Stockholder Directors - SARs.
(1) Notwithstanding Section 3(a), a person who is a Non-Stockholder
Director on a grant date specified in Section 3(a) shall not receive Options,
but instead shall receive 2,000 stock appreciation rights ("SARs") (subject to
adjustment).
(2) A "Non-Stockholder Director" is any Non-Employee Director who, on
the date a grant of Options otherwise would be made to him or her, is not a
stockholder and is permitted not to be a stockholder in accordance with Section
3:2 of the Company's By-Laws.
(3) An "SAR" is an unsecured obligation of the Company to pay to the
recipient the amount, if greater than zero, by which the Fair Market Value of a
share of Common Stock (as defined in Section 4(b)) on the exercise date exceeds
the base price of the SAR.
(4) Each SAR grant shall be subject to the terms and conditions of
this Section 3(d) and Section 5.
(5) The base price of SARs shall be the same as the option price of
Options granted on the same date.
<PAGE>
(6) SARs are subject to the same term, termination, vesting,
transferability, and adjustment provisions as are Options granted on the same
grant date, as provided in Sections 4(d), (e), (f), (g), (h), (j), and (k).
(7) SARs may be exercised in the same manner as Options, except that
no payment of any option price shall be required. Payment of SARs upon exercise
shall be in cash unless the recipient and the Committee mutually agree to make
such payment in shares of Common Stock. If payment is made in Common Stock, the
shares so delivered shall be issued only from the treasury shares reserved in
Section 3(c).
(8) Dividends shall not accrue or be paid in respect of SARs, nor
shall SARs confer any voting rights. If, while remaining a Non-Employee
Director, any recipient of SARs ceases to be a Non-Stockholder Director, then
such person's SARs shall be converted into Options unless the Committee
determines in its discretion to cancel the conversion. Any such converted
Options shall have the same price and other terms as if such person had been a
Non-Employee Director who was not a Non-Stockholder Director at the grant date
of the SARs.
(e) Other Grants. In its discretion, the Committee or the Board may make a
grant of Options (or SARs, if applicable) to any person who first becomes a Non-
Employee Director by Board appointment rather than by shareholder election. Any
such special grant may not exceed the annual limits set forth in Section 3(a),
but may be less than those limits in the Committee's or Board's discretion.
(f) Records. Each year, the Company shall notify each recipient of the
amount and type of each grant. For each Non-Employee Director, the Secretary
shall keep records showing the number of outstanding Options (or SARs) granted
to such Director along with their grant dates, option (or base) prices, vesting
status, and other data deemed significant by the Secretary.
4. Terms of Options
(a) General. Options shall be governed by this Plan, including in
particular the terms and conditions of this Section 4 and Section 5. The
acceptance of any Options by a Non-Employee Director constitutes his or her
acceptance of the terms and conditions governing the Options.
(b) Price. The option price per share of Common Stock shall be equal to
"Fair Market Value" on the grant date, which is the average of the high and low
sales prices quoted for the Company's Common Stock on the New York Stock
Exchange Composite Tape or similar quotation service for that date.
(c) Type. No Options shall be "incentive stock options" as defined in
Section 422 of the Internal Revenue Code of 1986, as amended.
(d) Normal Term. Options shall expire if not exercised before the tenth
anniversary of their grant date. Other provisions of this Plan may terminate or
otherwise shorten the normal term; no provision of this Plan is intended to
extend the normal ten-year term.
(e) Normal Vesting. Each grant of Options shall become exercisable in
three equal installments on the first three anniversaries of their grant date,
unless accelerated in accordance with this Plan. Any fractions of an Option
shall be allocated to earlier installments from later installments so that on
any anniversary date only whole numbers of Options shall vest.
2
<PAGE>
(f) Discretionary Acceleration of Vesting. Options may be made exercisable
in whole or part, for any individual or group of optionees, at any time after
grant in the discretion of the Committee or the Board.
(g) Acceleration Date. Options shall become exercisable automatically if
and when an "Acceleration Date" occurs as defined in the Company's 1998
Incentive Stock Plan from time to time, or if and when an analogous change in
control event occurs as defined in any successor to such Plan. Changes to the
definition of "Acceleration Date" shall apply automatically and retroactively to
all Options outstanding under this Plan until such time as an Acceleration Date
occurs.
(h) Effects of Other Events on Term and Vesting. The following events will
affect the term and vesting of Options in the manner indicated:
EVENT EFFECT ON TERM EFFECT ON VESTING
Death Options may be exercised Options vest immediately
for 3 years following upon death.
death, and not afterward*.
Disability Options may be exercised Options vest immediately
for 1 year following upon Disability.
termination of Non-Employee
Director status due to
Disability, and not
afterward*.
Retirement Options may be exercised Options vest immediately
for 5 years following upon Retirement.
Retirement, and not
afterward*.
Removal for Unexercised Options Not applicable
Cause terminate and are (forfeiture applies to
forfeited immediately vested and unvested
upon removal for cause; Options)
however, this provision
terminates and is of
no further effect after
an Acceleration Date
occurs as provided in
Section 4(g).
Any other Unvested, non-accelerated Unvested Options become
termination Options terminate and are exercisable if they
of Non- forfeited immediately; have been outstanding
Employee however, this provision at least six months
Director terminates and is of no and if termination of
status** further effect after an Non-Employee Director
Acceleration Date occurs status coincides with
as provided in Section the normal end of his
4(g). or her current term
Vested or accelerated of office (i.e., the
Options may be exercised Director does not
for 3 months following stand for re-election).
termination of Non-
Employee Director status,
and not afterwards*.
* None of the post-event exercise periods shall extend the term beyond the
normal ten years.
** If an optionee becomes an employee of the Company, then, for purposes of
this Section 4(h) only, that optionee's "Non-Employee Director" status shall be
deemed to continue as long as the optionee remains an active or advisory
director of the Company. In that case, however, the optionee shall no longer be
eligible for future grants under Section 3.
3
<PAGE>
For purposes of this Plan:
"Disability" means the condition of being disabled within the meaning of
Section 422(c)(6) of the Internal Revenue Code of 1986, as amended.
"Retirement" occurs if (A) a Non-Employee Director completes his or her term
of office, does not stand for re-election by the shareholders as an active
Director, and is of an age which meets or exceeds the Board's then-current
retirement age for active non-employee Directors, and (B) either he or she (i)
is not appointed by the Board as an advisory Director or (ii) later ceases to be
an advisory Director (regardless of the reason therefor). In the case of clause
(ii), "Retirement" occurs when advisory Director status terminates, not when
active status terminated.
"Removal for cause" means removal of a Non-Employee Director from office
"for cause" within the meaning of Section 141(k) of the Delaware General
Corporation Law or other applicable Delaware law.
(i) Exercise and Payment of Option Price. Options may be exercised in
whole or part (to the extent exercisable) by delivering to the Company a written
exercise notice and payment of the option price. The option price may be paid
in cash or shares of Common Stock previously owned. If Stock is used to pay the
option price, such Stock shall be valued at its Fair Market Value on the
exercise date, and the Secretary may require the delivery of stock certificates,
stock powers, written instructions, and such other documentation as she deems
appropriate to satisfy legal requirements and administrative needs.
(j) Transferability. Options shall not be transferable except by will or
the laws of descent and distribution. In the case of death, Options may be
exercised by the optionee's "Post-Death Representatives," who are the executor
or administrator of the optionee's estate or the person or persons to whom the
optionee's rights to his or her Options under this Plan shall pass by his or her
will or the laws of descent and distribution
(k) Capital Change. The option price and number of Options shall be
adjusted as provided in Section 7 in the event of a stock split, stock dividend,
or other capital change.
(l) Non-Stockholder Status. If a participant becomes a Non-Stockholder
Director after receiving one or more grants of Options, such Options shall be
converted into SARs as if such participant had been a Non-Stockholder Director
on the grant date.
(m) No Rights as a Shareholder until Exercise. No optionee nor his or her
executors or administrators, legatees, or distributees, as the case may be,
shall have any of the rights of a shareholder with respect to shares of stock
covered by his or her Options until shares of stock are issued to him, her, or
them upon exercise of the Options.
5. Taxes
If the Company is required to withhold or otherwise collect and remit taxes
at the time of the exercise of Options, then the optionee shall pay such taxes
to the Company in cash promptly after exercise. The Company may withhold
delivery of option shares pending receipt of such tax amounts. In the case of
SARs, the Company may elect to withhold any such required taxes directly from
the amount otherwise owed to the recipient of the SARs.
4
<PAGE>
6. Regulatory Compliance and Listing
The Company intends to register the issuance of the Common Stock upon
exercise of Options under federal securities laws, and to qualify such Stock for
exemption under applicable state securities laws. The issuance or delivery of
any such shares under this Plan may be postponed by the Company for such period
as may be required to comply with any applicable requirements under the Federal
securities laws (including Rule 144), any applicable listing requirements of the
New York Stock Exchange, Inc. or any other applicable securities exchange, or
any requirements under any other law or regulation applicable to the issuance or
delivery of such shares. Any stock certificates delivered to a recipient prior
to the satisfaction of any such requirements shall bear an appropriate legend
ensuring compliance with same. In no event will the Company be obligated to
issue or deliver any shares if the issuance or delivery thereof would constitute
a violation of any provision of any law or of any regulation of any governmental
authority or any national securities exchange.
7. Change in Capitalization
(a) In the event of a recapitalization or other substantial change in
capitalization affecting the Company's Common Stock (other than a stock split or
stock dividend described in Section 7(b)), an appropriate and proportionate
adjustment shall be made by the Committee or Board:
(1) to the number of treasury shares reserved for issuance under
Section 3(c),
(2) to the number and/or to the option prices or base prices of
outstanding Options and SARs, and
(3) to the number of Options and SARs which may be granted annually
under Sections 3(a) and 3(d)(1) (respectively) of this Plan.
In the event of a spin-off, split-up, or other similar event, either the
Committee or the Board may make such adjustment to Sections 3(a), 3(c) and
3(d)(1), and to the number and/or to the option prices or base prices of
outstanding Options and SARs, as the Committee or Board deems appropriate and
convenient, if material.
(b) In the event that the Company's Common Stock is split or a dividend in
respect of such Common Stock is paid in the form of additional shares of Common
Stock, a numerically proportionate adjustment shall be made automatically:
(1) to the number of treasury shares reserved for issuance under
Section 3(c),
(2) to the number and to the option prices or base prices of
outstanding Options and SARs, and
(3) to the number of Options and SARs granted annually under Sections
3(a) and 3(d)(1) of this Plan.
(c) The Secretary of the Company shall cause this Plan to be appropriately
revised to reflect any such automatic adjustments, and shall notify affected
participants of any adjustments to their outstanding awards under this Plan.
(d) The primary objective of all adjustments to outstanding Options and
SARs shall be to avoid a material enlargement or dilution of the benefits
represented by such awards.
5
<PAGE>
8. Administration
This Plan shall be administered by a committee (the "Committee") appointed
by the Company's Board of Directors (the "Board") from time to time. Until
changed by the Board, the initial Committee shall be the Executive Salaries
Committee of the Board or its successor committee from time to time. This Plan
and all actions taken under it shall be governed by the laws of the State of
Delaware.
9. Amendment
The Board has the authority to amend or terminate this Plan at any time.
Without the consent of the affected participant, no such amendment or
termination shall affect previously granted Options or SARs except to shorten,
lessen, or remove restrictions or to comply with applicable laws and regulations
(including in particular Rule 16b-3 under the Securities Exchange Act of 1934,
as amended). No Non-Employee Director shall have any right in or to Options or
SARs (as applicable) prior to grant, nor any right to maintain this Plan's
existence.
6
<PAGE>
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 Anheuser-Busch Companies, Inc. of our report dated
February 2, 1999, relating to the financial statements, which appears in the
Annual Report to Shareholders, which is incorporated in this Annual Report on
Form 10-K. We also consent to the incorporation by reference of our report
dated February 2, 1999 relating to the financial statement schedule, which
appears in this Form 10-K.
/s/PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
St. Louis, Missouri
September 28, 1999
<PAGE>
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 150,000 shares of common stock to be issued under
the Company's Stock Plan for Non-Employee Directors. 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 150,000 shares, and to any amendments to said proposed
Registration Statement after this date.
IN WITNESS WHEREOF, each of the undersigned has executed a copy of this
Power of Attorney as of September 22, 1999.
/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
/s/ CHARLES F. KNIGHT
Charles F. Knight
Director
/s/ VERNON F. LOUCKS, JR.
Vernon F. Loucks, Jr.
Director
/s/ VILMA S. MARTINEZ
Vilma S. Martinez
Director
/s/ JAMES B. ORTHWEIN
James B. Orthwein
Director
/s/ WILLIAM PORTER PAYNE
William Porter Payne
Director
/s/ JOYCE M. ROCHE'
Joyce M. Roche'
Director
/s/ ANDREW C. TAYLOR
Andrew C. Taylor
Director
/s/ DOUGLAS A. WARNER III
Douglas A. Warner III
Director
/s/ EDWARD E. WHITACRE, JR.
Edward E. Whitacre, Jr.
Director
<PAGE>
