AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 1999
Registration Statement No. 33-_______________
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 Global Employee Stock Purchase Plan
(Full Title of the Plan)
JoBeth G. Brown
Vice President and Corporate Secretary
Anheuser-Busch Companies, Inc.
One Busch Place
St. Louis, Missouri 63118
(Name and Address of Agent for Service)
(314) 577-3314
Telephone Number, Including Area Code of Agent for Service
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================
<S> <C> <C> <C> <C>
Proposed
Title of Securities Amount Maximum Proposed Maximum Amount of
to be Registered to be Offering Price Aggregate Registration
Registered Per Share* Offering Price Fee
================================================================================
Common Stock, par 500,000 Shares $67 1/2 $750,000 $9,383
value $1.00 per
share, including
preferred stock
purchase rights
================================================================================
</TABLE>
*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 on January 22, 1999.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
<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.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this registration
statement:
(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, 1998, June 30, 1998 and September 30, 1998.
(c) The descriptions of the Registrant's shares of common stock, including
the preferred stock purchase rights relating thereto, contained in the
Registrant's registration statements filed under the Securities Exchange Act of
1934, File No. 1-7823, including any amendment or report filed for the purpose
of updating such descriptions.
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(b) 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.
Thomas Larson, Esq., Associate General Counsel of the Registrant, has
passed upon the legality of the shares offered under this registration
statement.
Carolyn G. Wolff, Esq., Associate General Counsel of the Registrant, has
passed upon the compliance of the Plan with the requirements of ERISA.
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,
II-1
<PAGE>
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 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 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.
Item 8. Exhibits.
4 Anheuser-Busch Global Employee Stock Purchase Plan
5.1 Opinion and consent of Thomas Larson, Esq., Associate General Counsel
of the Registrant, concerning the legality of the shares of common
stock being registered hereunder.
5.2 Opinion and consent of Carolyn G. Wolff, Esq., Associate General
Counsel of the Registrant, relating to the compliance of the Plan as
amended and restated with the requirements of ERISA.
23 Consent of Independent Accountants
24.1 Power of Attorney executed by directors and officers of the
Registrant.
II-2
<PAGE>
24.2 Power of Attorney executed by the members of the Plan's Administrative
Committee.
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. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
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, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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.
II-3
<PAGE>
(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.
(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.
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 of 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 January 22,
1999.
ANHEUSER-BUSCH COMPANIES, INC.
By: /s/ JoBeth G. Brown
----------------------------------------
JoBeth G. Brown
(Vice President and Corporate Secretary)
II-4
<PAGE>
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:
Title Date
AUGUST A. BUSCH III * Chairman of the Board November 25, 1998
- -------------------------- and President and
August A. Busch III Director (Principal
Executive Officer)
W. RANDOLPH BAKER * Vice President November 25, 1998
- -------------------------- President and Chief
W. Randolph Baker Financial Officer and
Director (Principal
Financial Officer)
JOHN F. KELLY * Vice President and November 25, 1998
- -------------------------- Controller (Principal
John F. Kelly Accounting Officer)
BERNARD A. EDISON * Director November 25, 1998
- --------------------------
Bernard A. Edison
CARLOS FERNANDEZ G. * Director November 25, 1998
- --------------------------
Carlos Fernandez G.
JOHN E. JACOB * Director November 25, 1998
- --------------------------
John E. Jacob
JAMES R. JONES * Director November 25, 1998
- --------------------------
James R. Jones
- -------------------------- Director November 25, 1998
Charles F. Knight
VERNON R. LOUCKS, JR. * Director November 25, 1998
- --------------------------
Vernon R. Loucks, Jr.
VILMA S. MARTINEZ * Director November 25, 1998
- --------------------------
Vilma S. Martinez
II-5
<PAGE>
SYBIL C. MOBLEY * Director November 25, 1998
- --------------------------
Sybil C. Mobley
JAMES B. ORTHWEIN * Director November 25, 1998
- --------------------------
James B. Orthwein
WILLIAM PORTER PAYNE * Director November 25, 1998
- --------------------------
William Porter Payne
ANDREW C. TAYLOR * Director November 25, 1998
- --------------------------
Andrew C. Taylor
DOUGLAS A. WARNER III * Director November 25, 1998
- --------------------------
Douglas A. Warner III
WILLIAM H. WEBSTER * Director November 25, 1998
- --------------------------
William H. Webster
EDWARD E. WHITACRE, JR. * Director November 25, 1998
- --------------------------
Edward E. Whitacre, Jr.
* By: /s/ JoBeth G. Brown
------------------------
JoBeth G. Brown
Attorney-in-Fact
II-6
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of the Plan 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, as of December 14, 1998.
ANHEUSER-BUSCH GLOBAL
EMPLOYEE STOCK OWNERSHIP PLAN
Title Date
J. TIMOTHY FARRELL * Committee Member December 14, 1998
- --------------------------
J. Timothy Farrell
DAVID F. HOFF * Committee Member December 14, 1998
- --------------------------
David F. Hoff
MARK SCHUMM * Committee Member December 14, 1998
- --------------------------
Mark Schumm
* By: /s/ JoBeth G. Brown
------------------------
JoBeth G. Brown
Attorney-in-Fact
II-7
<PAGE>
EXHIBIT INDEX
4 Anheuser-Busch Global Employee Stock Purchase Plan
5.1 Opinion and consent of Thomas Larson, Esq., Associate General Counsel
of the Registrant, concerning the legality of the shares of common
stock being registered hereunder.
5.2 Opinion and consent of Carolyn G. Wolff, Esq., Associate General
Counsel of the Registrant, relating to the compliance of the Plan with
the requirements of ERISA.
23 Consent of Independent Accountants
24.1 Power of Attorney executed by directors and officers of the Registrant.
24.2 Power of Attorney executed by the members of the Plan's Administrative
Committee.
II-8
EXHIBIT 4
ANHEUSER-BUSCH GLOBAL EMPLOYEE STOCK PURCHASE PLAN
I. Name of the Plan
The name of the plan is the Anheuser-Busch Global Employee Stock Purchase Plan,
hereinafter referred to as the Plan.
II. Purpose
The purpose of the Plan is to advance the interest of Anheuser-Busch Companies,
Inc. and its Subsidiaries by encouraging ownership of shares in the Company by
employees of the Company and its Subsidiaries located outside the United States,
improving their long-term incentives and aligning their interests with those of
the shareholders of Anheuser-Busch Companies, Inc.
III. Rules
1. Definitions
As used in this Plan:
a) "Compensation" means:
1) for salaried employee, basic or regular salary paid, and
2) for hourly employees, actual pay for regularly scheduled working
hours actually worked, paid vacations and paid holidays, and
3) in neither case, including other forms of remuneration such as
bonus, overtime, salary continuance, severance pay, redundancy
pay, termination indemnities or other post-employment benefits;
all except as may be determined by the Company from time to time and
place to place consistent with local law.
b) "Board" means the Board of Directors of the Company.
c) "Booked Shares" means Shares owned by a Participant which are held on
his or her behalf by the Broker.
d) "Broker" means the securities broker selected by the Company to
execute transactions pursuant to the Plan and to hold the Booked
Shares.
<PAGE>
e) "Commencement Date" means March 1, 1999 or a later date to be chosen
by the Company.
f) "Company" means Anheuser-Busch Companies, Inc.
g) "Eligible Employee" means any individual who is employed on a regular
basis by an Employer in a location outside the United States and
Puerto Rico and is on the regular payroll of the Employer, provided,
any employees who:
1) are eligible to participate in any 401(k) plan maintained for
employees of the Company and its Subsidiaries;
2) are not permitted to participate by reason of local law or
regulation;
3) are required to report their trading in Shares pursuant to
Section 16 of the United States Securities Exchange Act of 1934;
4) are covered by the Company's International Assignment Policy;
5) are classified as temporary employees, leased employees or
independent contractors; or
6) are otherwise excluded by the Company under uniform and
consistent rules;
shall not be Eligible Employees, unless required by local law.
h) "Employer" means the Company and any Subsidiary or division or branch
of the Company or a Subsidiary with operations outside the United
States which agrees in writing to be an Employer, subject to the
consent of the Company.
i) "Market Price" means, with respect to a particular Offering Date,
Purchase Date or Sale Date, [the closing price of a Share in United
States currency on the previous business day, as reported in the
midwest edition of The Wall Street Journal, New York Stock Exchange
Transactions-Composite Transactions.]
j) "Offering Date" means the date of inception of the Plan at a
particular location with respect to Eligible Employees at that
location on the date of inception there, and any subsequent March 1 on
which the Company determines to make another offer of Shares in
accordance with the Plan.
k) "Participant" means an Eligible Employee who has enrolled in the Plan
as provided for in Section 2.
2
<PAGE>
l) "Purchase Date" means any date specified by the Company on which
Participants are authorized to purchase Shares. Until otherwise
determined by the Company, all Purchase Dates shall occur on the last
day of February, May, August and November of any year, or if any such
day falls on a weekend or holiday in the country where the Participant
is employed or in the United States, on the next business day in both
places.
m) "Retained Shares" means Booked Shares held by the Broker on the
Participant's behalf for at least two (2) years.
n) "Rules" means the rules of this Plan as described in this document.
o) "Sale Date" means any date specified by the Company on which
Participants are permitted to sell Shares. Until otherwise determined
by the Company, Sale Dates shall occur on all dates on which Shares
are traded on the New York Stock Exchange.
p) "Savings Account" shall mean a Participant's individual savings
account established pursuant to a savings plan offered in the
Participant's country of employment by a financial institution
selected by the Company.
q) "Share" means a share of the $1 par value common stock of the Company.
r) "Subsidiary" means any corporation in which the Company controls,
directly or indirectly, fifty percent (50%) or more of the combined
voting power of all classes of stock.
2. Shares Available
a) The amount of Shares which may be issued pursuant to the Plan shall
not exceed 500,000, subject to adjustment under Section 19. For this
purpose:
1) The number of Shares subject to offer as of an Offering Date
shall be counted against this maximum at the Offering Date.
2) If an offering is payable in cash only, the number of Shares on
which such amount of cash is based shall be deemed used at the
Offering Date.
3) Shares subject to offer 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 reused in new offerings to the extent of such
expiration, termination, forfeiture, non-payability or recapture.
3
<PAGE>
b) In its sole discretion, the Company may issue treasury shares or
authorized but unissued shares. No Shares shall be offered in exchange
for previous Share offers with Market Prices higher than the Market
Price of the Shares subject to the current offer, nor shall any offer
be amended to reduce the market price of the Shares under offer, nor
shall any offer contain a "reload" feature under which additional
Shares are offered automatically to Participants upon purchase of
Shares under the offer.
c) For purposes of satisfying its obligation to grant additional Shares
to a Participant pursuant to Section 11, the Company or the
Participant's Employer may uses Shares acquired from third parties
rather than treasury shares or authorized but unissued shares.
3. Participation
a) An Eligible Employee shall become eligible to become a Participant as
of January 1 following his or her first day of employment; provided
that all Eligible Employees in a particular location at inception of
the Plan in that location shall be eligible to become Participants at
inception of the Plan in that location.
b) Enrollment in the Plan shall include at a minimum: (1) a payroll
deduction authorization specifying the amount or rate of Plan
contributions per pay period, (2) an agreement to be bound by all of
the applicable terms and conditions of the Plan, (3) designation of
the Participant's tax residence and citizenship, (4) an agreement that
information obtained in connection with the Participant's Plan
participation may be communicated outside the country in which he or
she is employed in furtherance of Plan purposes, (5) an agreement that
the Participant's participation in the Plan shall continue unchanged
unless the Participant terminates employment covered by the Plan or
gives written notice of a change to his or her Employer, (6) an
authorization for the Employer and the Company to receive information
on all transactions in the Participant's Savings Account for purposes
of verifying compliance with the Plan either from the financial
institution in which the Participant's Savings Account is maintained
or from the Participant directly as determined by the Company from
time to time and place to place, and (7) any other information deemed
necessary or desirable by the Company, all in such form as the Company
may require.
c) An individual shall cease to be a Participant when he or she is no
longer an Eligible Employee by reason of transfer, death, termination
of employment or termination of the Plan with respect to employees of
his or her Employer.
4
<PAGE>
4. Savings Accounts
a) The Company shall select a financial institution and a savings plan
offered by that institution in each country where an Employer has
Eligible Employees. A savings plan must be available to all Eligible
Employees of all Employers in each country, and provide a Savings
Account for and in the name of each Participant in the country;
provided, if the Company determines in its sole discretion that a
suitable savings plan is not available in a particular location, the
Company may authorize the use of individual Saving Accounts
established by affected Participants for this purpose. Each financial
institution or Participant must agree: (1) to provide the Employer and
the Company with statements of the Participant's Savings Account
transactions to verify compliance with Plan rules; and (2) to comply
with all legal requirements regarding tax and other reporting matters
with respect to the Participant's Savings Account.
b) A Participant's Savings Account shall be funded solely by amounts
withheld from the Participant's Compensation at the Participant's
election pursuant to the Plan by means of payroll deduction or like
means approved by the Company.
c) Withdrawals from a Participant's Savings Account may be made either:
1) by the Participant for any purpose at any time, in which case the
amount withdrawn may not be redeposited, or
2) by the Participant or by the Employer on the instructions of the
Participant for purchase of Shares in accordance with the Plan,
as determined by the Company in its sole discretion.
5. Plan Contributions
Each Participant shall elect to contribute an amount or percentage of
Compensation to be withheld from his or her pay for each pay period by his
or her Employer. The Participant may change the amount or percentage from
time to time in accordance with procedures established by the Company. A
Participant's Plan contributions shall be transferred by the Employer to
the Participant's Savings Account within a reasonable time after they are
withheld. Neither the Company nor any Employer shall be liable for interest
for the period between the date of withholding and the date of transfer to
the Participant's Savings Account. A Participant may elect to cease or
resume contributions from time to time pursuant to procedures established
by the Company.
6. Share Offerings
a) 1) On each Offering Date, each Participant then making Plan
contributions to his or her Savings Account shall be invited
5
<PAGE>
to purchase up to 100 Shares from the Company or the
Participant's Employer, as determined by the Company in its sole
discretion.
2) A Participant's Savings Account shall be the only source of funds
for the Participant's purchase of Shares under the Plan.
3) The Shares offered to a Participant on each Offering Date shall
be in addition to any Shares offered to the Participant on prior
Offering Dates.
4) The purchase price of Shares offered on each Offering Date shall
be fixed at the Market Price on the Offering Date.
5) Each Share offering shall expire on the Purchase Date nearest the
third anniversary of its Offering Date.
b) Each offer to purchase Shares under the Plan shall be evidenced by a
written offer from the Company or the Participant's Employer to the
Participant in form determined by the Company, including the following
terms and such other terms and conditions as the Company may determine
in its sole discretion from time to time and place to place:
1) The number of Shares subject to the offer.
2) The price per Share subject to the offer in United States
currency.
3) The expiration date of the offer.
The written offers provided for herein may be transmitted on paper,
electronically or by other method selected by the Company. The written
offers may contain any provision approved by the Company relating to
the circumstances under which a termination is deemed to occur. A
Participant shall have none of the rights of a shareholder with
respect to any Shares unless and until the Shares are issued in his or
her name.
c) A Participant's right to purchase Shares under the Plan shall be
non-transferable and shall be exercisable only by the Participant
during the Participant's lifetime.
7. Share Purchases
a) As of any Purchase Date, pursuant to procedures established by the
Company, with such advance notice as the Company may require from time
to time, a Participant may elect to apply all or part of the
Participant's Savings Account to purchase a specified number of whole
and fractional Shares then available to the Participant pursuant to
Section 6.
6
<PAGE>
b) If Shares are then available to a Participant under two or more
offerings, the Participant's election to purchase Shares shall be
applied in date order, earliest first, to the Share offerings then
available to the Participant for which the Purchase Price is lower
than the Market Price on the Purchase Date.
c) A Participant's election to purchase Shares shall be in a form
prescribed by the Company, as follows:
1) The Participant shall indicate on the election form whether any
estimated withholding taxes incurred in connection with a
purchase of Shares shall be funded by means of:
(i) withdrawal of additional amounts from the Participant's
Savings Account;
(ii) other assets of the Participant, in which case the
Participant's election shall be accompanied by cash or a
certified check in the amount of the estimated withholding
taxes;
(iii)additional withholding from the Participant's current pay,
subject to any legal limits on maximum withholding; or
(iv) any combination thereof.
2) The Participant's election shall include an authorization to
withdraw from the Participant's Savings Account an amount equal
to the purchase price of the Shares purchased plus any
transaction costs associated to the purchase, including but not
limited to fees associated to the issuance of Share certificates,
if any, and taxes if not paid from other assets of the
Participant, all in local currency.
d) Whatever method of payment of taxes the Participant elects, the
purchase price of the Shares purchased and the amount required to be
withheld by the Participant's Employer under applicable law shall be
paid not later than the Purchase Date from the Participant's Savings
Account, the Participant's current pay or the Participant's other
assets as elected by the Participant pursuant to paragraph (c).
e) If the amount in a Participant's Savings Account is less than the
amount required to carry out the Participant's election, the
Participant's election shall be carried out to the extent possible,
provided that all transaction costs and tax liabilities are satisfied
from the Participant's Savings Account, or, in the case of withholding
taxes, the Participant's current pay or the Participant's other assets
as elected by the Participant pursuant to paragraph (c).
7
<PAGE>
f) The amount required to carry out a Participant's election to purchase
Shares shall be converted to United States currency and used by the
Company or the Participant's Employer to carry out the Participant's
election.
g) Shares acquired by a Participant pursuant to the Plan shall be
delivered as Booked Shares unless the Participant requests certificate
form. Requests for certificates must be accompanied with information
required to enable delivery of the certificates.
h) The Company may establish minimum purchase requirements for all
Participants similarly situated.
8. Dividends on Booked Shares
Any dividends paid on Booked Shares shall be the property of the respective
Participants and shall be retained by the Broker in United States currency
for the benefit of the respective Participants, except as required by law
to be converted to the Participant's local currencies, in which case they
shall be delivered to the respective Participants.
9. Tax Withholding
Where required by law, each Employer shall report to the appropriate
government authority any amount subject to tax and social charges on
account of any offer, purchase or sale pursuant to the Plan, shall estimate
all current tax and social charge withholding liabilities, and shall sell
sufficient Shares to pay this estimated withholding liabilities if the
Participant does not satisfy this liability by means of withholding from
the Participant's current pay or from the Participant's other assets, and
shall apply the necessary amount against any required withholding.
10. Sale of Shares
a) 1) A Participant may elect to sell a specified number of Booked
Shares simultaneous with their purchase or on any subsequent
Sale Date.
2) The Participant shall designate which Booked Shares are to be
sold.
3) The proceeds of sale of Booked Shares, net of any transaction
fees associated to the sale, including but not limited to
brokerage fees, wire transfer fees, and any taxes required to be
withheld incident to the sale, shall be retained by the Broker
for the benefit of the respective Participants; provided, if
required by law or instructed in writing by the Participant, such
net proceeds shall be converted by the Broker from United States
currency to the Participant's local currency and delivered to the
Participant.
8
<PAGE>
b) A Participant may sell any Shares issued to the Participant in
certificate form at any time by means selected by the Participant and
at the Participant's sole expense.
11. Match on Retained Shares
a) On or about each Offering Date, the Company shall announce the rate at
which Shares offered on that Offering Date which become Retained
Shares will be matched by the Company or the Participant's Employer.
This match rate shall be determined by the Chief Executive Officer of
Anheuser-Busch International, Inc. in his or her sole discretion, in a
range between 10% and 50% based on business performance for the fiscal
year ending on December 31 prior to the Offering Date.
b) As of the second anniversary of the Purchase Date for any Retained
Shares of a Participant, the Company or the Participant's Employer, as
determined by the Company in its sole discretion, shall grant the
Participant additional whole and fractional shares of Booked Shares
based on the applicable match rate. Notwithstanding anything, an
individual whose employment with the Company and all subsidiaries ends
on or before the second anniversary of the Purchase Date for any
Retained Shares shall not be eligible for this grant.
12. Currency Conversion
a) Any currency conversion required in connection with a Participant's
election to purchase Shares pursuant to Section 6 or transfer of
employment pursuant to Section 15 shall be carried out by the Company
or the Participant's Employer by any means the Company selects in its
reasonable discretion.
b) Any currency conversion required in connection with a transaction
related to Booked Shares held by the Broker, shall be carried out by
the Broker in accordance with its customary practices and procedures.
13. Statements
Participants shall receive statements of their Savings Accounts and Share
transactions not less frequently than annually.
14. Termination of Employment
a) Termination of employment includes the separation of a Participant,
directly or through the separation of his or her Employer, from the
group of companies comprised of the Company and its Subsidiaries for
any reason, including death, permanent or indefinite disability,
retirement, resignation, dismissal, permanent or indefinite layoff or
other event having a similar effect, or by reason that the
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Participant's Employer ceases to be a Subsidiary or a division of a
Subsidiary. In the event of a Participant's termination of employment
with the Company and all of its Subsidiaries for any reason, all of
the Participant's outstanding offers to purchase Shares shall
immediately be cancelled. The Participant or the beneficiary of a
deceased Participant may treat any Booked Shares owned by the
Participant at the time of termination of employment as his or her own
property.
b) Layoff or approved leave of absence shall not be treated as
termination of employment for this purpose, provided that the
Participant returns to work within twelve (12) months after the period
of layoff begins or before the expiration of the approved leave of
absence, as the case may be. In the event that the Participant does
not return to work within the period of time provided for above, the
Participant's employment shall be deemed terminated as of the first
day of such layoff or leave of absence.
15. Transfers
a) If a Participant transfers from one location where Plan participation
is available to another location where Plan participation is
available, to the extent permitted by law, the Participant shall
continue to participate in the Plan without interruption; provided,
except as limited by law: (1) the Participant shall re-enroll in the
new location for purposes of authorizing Plan contributions to his or
her Savings Account; (2) the Participant shall authorize transfer of
the entire amount in his or her Savings Account in the prior location
to his or her Savings Account in the new location at then prevailing
exchange rates; and (3) the Participant shall be subject to any local
rules in the new location with respect to Shares purchased with his or
her Savings Account in the new location, including amounts transferred
from his or her Savings Account in the old location.
b) If a Participant transfers from a location where Plan participation is
available to a location where Plan participation is not available, to
the extent permitted by law, the Participant may use his or her
Savings Account to purchase Shares then available to the Participant
under all Share offerings as of the Purchase Date preceding the
transfer, and the Participant may elect to sell the Shares so
purchased and any Booked Shares then owned by the Participant on the
Sale Date next preceding transfer or to receive the Shares in
certificate form pursuant to procedures then in use under Sections 7
and 10 of the Plan.
16. Plan Changes and Termination
a) The Company is under no obligation to make Share offerings under this
Plan. The Company may make changes to the Plan in respect of any Share
offering prior to its Offering Date; provided that no change shall
increase the maximum number of Shares issuable under the Plan without
approval of the Stock Option Plans Committee of the Board or expand
the definition of Eligible Employee.
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b) The Company may terminate the Plan with respect to any or all groups
of Eligible Employees at any time.
c) Any Employer may withdraw from the Plan at any time by sixty (60) days
advance written notice to the Company; provided, in that case, that
affected Participants shall not be prohibited from applying amounts in
their respective Savings Accounts to outstanding Share Offerings as of
the Purchase Date coincident with or next preceding the date of
withdrawal.
17. Variation in Plan Rules
The Company in its sole discretion may change the Plan Rules with respect
to specific Employers and the Participants in their employ. Such changes
may be reflected in Exhibits to this document.
18. Administration
a) Responsibility for administration of the Plan shall be shared by the
Company and each Employer in the matter determined by the Company in
its sole discretion from time to time and place to place. The Company
and the Employers shall appoint local representatives to handle Plan
administration to the extent they deem appropriate.
b) The Company shall have sole authority and responsibility to construe
and interpret the Plan and establish, amend, and revoke rules,
regulations and procedures for its administration. The Company in the
exercise of this authority and responsibility shall generally
determine all questions of policy and expediency that may arise, may
correct any defect, supply any omission or reconcile any inconsistency
in the Plan or in any instrument associated with the Plan in a manner
and to the extent it shall deem necessary or expedient. The Company's
interpretation and construction of any provision of the Plan shall be
final and conclusive.
c) The Company shall act through its Vice President, Employee Benefits
and through his or her delegates. The Company may appoint any one or
more employees to act as a Committee to carry out any one or more of
its administrative duties under the Plan.
19. Changes in Capital Stock
a) In the event of a change in the Company's capital stock as a result of
any dividend or distribution (whether in the form of cash, Shares,
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 Shares or
11
<PAGE>
other securities of the Company, issuance of warrants or other rights
to purchase Shares or other securities of the Company or any other
similar corporate transaction, change or event, the aggregate number
and class of Shares available under the Plan and the number, class and
price of Shares subject to outstanding offers under the Plan shall be
adjusted in the same manner and to the same extent as under the
Company's 1998 Incentive Stock Plan, except as otherwise determined by
the Stock Option Plans Committee of the Board.
b) If 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, Shares then
subject to offer shall be treated in the same manner as Awards under
the Company's 1998 Incentive Stock Plan, except as otherwise
determined by the Stock Option Plans Committee of the Board.
20. Miscellaneous
a) No discretion granted or allowed to the Company shall apply to Shares
after their Offering Date.
b) Nothing in this Plan shall confer on any person any expectation to
continue in the employ of any Employer or interfere in any manner with
the right of any Employer to change or terminate any person's
employment at any time for any reason or for no reason, to the extent
allowed under governing law.
21. Governing Law
a) Except as otherwise expressly required under the laws of a country,
this Plan and all rights hereunder shall be governed by and construed
in accordance with the laws of the state of Delaware, United States
of America.
b) Should any provision of this Plan be determined by a court of
competent jurisdiction to be unlawful or unenforceable for a country,
such determination shall in no way affect the application of that
provision in any other country, or any of the remaining provisions of
the Plan.
12
EXHIBIT 5.1
January 27, 1999
Anheuser-Busch Companies, Inc.
One Busch Place
St. Louis, Missouri 63118
Re: Registration Statement on Form S-8 Relating to 500,000
shares of Common Stock, Par Value $1.00 Per Share, To Be
Issued Pursuant to Anheuser-Busch Global Employee Stock
Purchase Plan
Gentlemen:
I am an Associate General Counsel of Anheuser-Busch Companies, Inc.
(the "Company") and have represented the Company in connection with the
Anheuser-Busch Global Employee Stock Purchase Plan (the "Plan"). I have examined
such documents, records and matters of law as I have deemed necessary for
purposes of this opinion letter, and based thereupon I am of the opinion that:
(1) The shares of common stock that may be issued pursuant to
the Plan will be, when issued in accordance with the Plan,
duly authorized, validly issued, fully paid and
nonassessable.
(2) The participations in the Plan to be extended to
participants in the Plan will be, when extended in
accordance with the Plan, validly issued.
I hereby consent to the filing of this opinion letter as Exhibit 5.1 to
the registration statement on Form S-8 filed by the Company to effect
registration of the common stock under the Securities Act of 1933 and to the
reference to me under the caption "Interests of Named Experts and Counsel"
therein.
Very truly yours,
/s/ THOMAS LARSON
Thomas Larson
Associate General Counsel
EXHIBIT 5.2
January 27, 1999
Anheuser-Busch Companies, Inc.
One Busch Place
St. Louis, Missouri 63118
Re: Registration Statement on Form S-8 Relating to 500,000
shares of Common Stock, Par Value $1.00 Per Share, To Be
Issued Pursuant to Anheuser-Busch Global Employee Stock
Purchase Plan
Gentlemen:
I am an Associate General Counsel of Anheuser-Busch Companies, Inc.
(the "Company") and have represented the Company in connection with the
Anheuser-Busch Global Employee Stock Purchase Plan, as amended to the date
hereof (the "Plan"). I have examined such documents, records and matters of law
as I have deemed necessary for purposes of this opinion letter, and based
thereupon I am of the opinion that the Plan is in compliance with the provisions
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), to
the extent applicable.
I hereby consent to the filing of this opinion letter as Exhibit 5.2 to
the registration statement on Form S-8 filed by the Company to effect
registration of the common stock under the Securities Act of 1933 and to the
reference to me under the caption "Interests of Named Experts and Counsel"
therein.
Very truly yours,
/s/ CAROLYN G. WOLFF
Carolyn G. Wolff
Associate General Counsel
EXHIBIT 23
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., 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. We also
consent to references to us under the heading "Interests of Named Experts and
Counsel."
PRICEWATERHOUSECOOPERS LLP
St. Louis, Missouri
January 27, 1999
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 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 proposed registration under said Act pursuant to a Registration Statement on
Form S-8 of 500,000 shares of the common stock of the Company for issuance and
sale under the Anheuser-Busch Global Employee Stock Purchase Plan; this
authorization to include 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 with the Securities and Exchange Commission in respect of
said securities, and to any amendments to said proposed Registration Statement.
IN WITNESS WHEREOF, each of the undersigned has executed a copy of this
Power of Attorney as of November 25, 1998.
/s/ AUGUST A. BUSCH III /s/ W. RANDOLPH BAKER
---------------------------------- -------------------------------------
August A. Busch III W. Randolph Baker
Chairman of the Board Vice President and
and President Chief Financial Officer
(Principal Executive Officer) (Principal Financial Officer)
/s/ JOHN F. KELLY /s/ BERNARD A. EDISON
---------------------------------- -------------------------------------
John F. Kelly Bernard A. Edison
Vice President and Controller Director
(Principal Accounting Officer)
/s/ CARLOS FERNANDEZ G. /s/ JOHN E. JACOB
---------------------------------- -------------------------------------
Carlos Fernandez G. John E. Jacob
Director Director
/s/ JAMES R. JONES
---------------------------------- -------------------------------------
James R. Jones Charles F. Knight
Director Director
/s/ VERNON R. LOUCKS, JR. /s/ VILMA S. MARTINEZ
---------------------------------- -------------------------------------
Vernon R. Loucks, Jr. Vilma S. Martinez
Director Director
/s/ SYBIL C. MOBLEY /s/ JAMES B. ORTHWEIN
---------------------------------- -------------------------------------
Sybil C. Mobley James B. Orthwein
Director Director
/s/ WILLIAM PORTER PAYNE /s/ ANDREW C. TAYLOR
---------------------------------- -------------------------------------
William Porter Payne Andrew C. Taylor
Director Director
/s/ DOUGLAS A. WARNER III /s/ WILLIAM H. WEBSTER
---------------------------------- -------------------------------------
Douglas A. Warner III William H. Webster
Director Director
/s/ EDWARD E. WHITACRE, JR.
-------------------------------
Edward E. Whitacre, Jr.
Director
EXHIBIT 24.2
ANHEUSER-BUSCH GLOBAL EMPLOYEE STOCK PURCHASE PLAN
ADMINISTRATIVE COMMITTEE
POWER OF ATTORNEY
Each of the undersigned members of the Administrative Committee of the
Anheuser-Busch Global Employee Stock Purchase Plan (the "Plan") hereby 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 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 Plan 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 proposed registration under said Act pursuant to a
Registration Statement on Form S-8 of 500,000 shares of the common stock of the
Anheuser-Busch Companies, Inc. for issuance and sale under the Plan; this
authorization to include 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 with the Securities and Exchange Commission in respect of
said securities, and to any amendments to said proposed Registration Statement.
IN WITNESS WHEREOF, each of the undersigned has executed a copy of this
Power of Attorney as of December 14, 1998.
/s/ J. TIMOTHY FARRELL
-----------------------
J. Timothy Farrell
Committee Member
/s/ DAVID F. HOFF
-----------------------
David F. Hoff
Committee Member
/s/ MARK SCHUMM
-----------------------
Mark Schumm
Committee Member
