<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement / /
Confidential, for Use of the
/ / Definitive Proxy Statement Commission
Only
/ / Definitive Additional Materials (as
permitted by Rule
/ / Soliciting Material Pursuant to 14a-
6(e)(2))
Rule 14a-11(c) or Rule 14a-12
ANHEUSER-BUSCH COMPANIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS
CHARTER)
(Name of Person(s) Filing Proxy Statement, if other than
the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and
0-11.
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH
TRANSACTION APPLIES:
- ------------------------------------------------------------
- ------------------
(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTIONS
APPLIES:
- ------------------------------------------------------------
- ------------------
(3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF
TRANSACTION COMPUTED
PURSUANT TO EXCHANGE ACT RULE 0-11 (SET FORTH THE AMOUNT ON
WHICH THE FILING
FEE IS CALCULATED AND STATE HOW IT WAS DETERMINED):
- ------------------------------------------------------------
- ------------------
(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
- ------------------------------------------------------------
- ------------------
(5) TOTAL FEE PAID:
- ------------------------------------------------------------
- ------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as
provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- ------------------------------------------------------------
- ------------------
(2) Form, Schedule or Registration Statement No.:
- ------------------------------------------------------------
- ------------------
(3) Filing Party:
- ------------------------------------------------------------
- ------------------
(4) Date Filed:
- ------------------------------------------------------------
- ------------------
<PAGE> 2
[ LOGO ] ANHEUSER-BUSCH COMPANIES, INC.
March 12, 1999
Dear Shareholder:
On behalf of the Board of Directors, it is my
pleasure to invite you
to attend the Annual Meeting of Shareholders of Anheuser-
Busch
Companies, Inc. on Wednesday, April 28, 1999, in
Orlando, Florida.
Information about the meeting is presented on the
following pages.
In addition to the formal items of business to be
brought before the
meeting, members of management will report on the
company's operations
and respond to shareholder questions.
Your vote is very important. We encourage you to
read this proxy
statement and vote your shares as soon as possible. A
return envelope
for your proxy card is enclosed for convenience. This
year, shareholders
of record also have the option of voting by using a toll-
free telephone
number or via the Internet. Instructions for using these
new services
are included on the proxy card.
Thank you for your continued support of Anheuser-
Busch. We look
forward to seeing you on April 28th.
Sincerely,
/s/ August A. Busch
III
AUGUST A. BUSCH III
Chairman of the
Board and President
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S>
<C>
Notice of Annual
Meeting.....................................................
. 1
Proxy
Statement...................................................
............ 2
Voting and Revocability of
Proxy.............................................. 2
Policy of Confidential
Voting................................................. 2
Record Date and Voting
Rights................................................. 3
ITEM 1: ELECTION OF
DIRECTORS.................................................
3
Stock
Ownership...................................................
............ 7
Additional Information Concerning the Board of
Directors...................... 8
ITEM 2: INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK............... 9
ITEM 3: APPROVAL OF INDEPENDENT
ACCOUNTANTS................................... 10
ITEMS 4-9: SHAREHOLDER
PROPOSALS.............................................. 10
Information Concerning Shareholder Proposals for
2000......................... 17
Report of the Executive Salaries and Stock Option Plans
Committees............ 17
Compensation Committee Interlocks and Insider
Participation................... 19
Summary Compensation
Table.................................................... 20
Comparison of Five Year Cumulative Total
Return............................... 21
Option Grants
Table.......................................................
.... 22
Option Exercise and Year-End Value
Table...................................... 23
Pension Plans
Table.......................................................
.... 23
Other Transactions Involving Directors, Officers, or Their
Associates......... 24
Section 16(a) Beneficial Ownership Reporting
Compliance....................... 26
Other
Matters.....................................................
............ 26
</TABLE>
<PAGE> 4
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 28, 1999
The Annual Meeting of the Shareholders of Anheuser-Busch
Companies, Inc.
(the "Company") will be held at Ports of Call at Sea World
of Florida, 7007
Sea World Drive, Orlando, Florida, on Wednesday, April 28,
1999, at 10:00 A.M.
local time, for the following purposes:
1. To elect four directors, each to serve for a term of
three years;
2. To approve an amendment to the Restated Certificate
of Incorporation to
increase the number of authorized shares of common
stock from 800,000,000
to 1,600,000,000;
3. To approve the employment of PricewaterhouseCoopers
LLP, as independent
accountants, to audit the books and accounts of the
Company for 1999; and
4. To act upon such other matters, including the
shareholder proposals
(pages 10-17), as may properly come before the
meeting.
The Board of Directors has fixed the close of business
on March 1, 1999, as
the record date for the determination of shareholders
entitled to notice of and
to vote at the meeting. A list of such shareholders will be
available during
regular business hours at the Company's office, 7007 Sea
World Drive, Orlando,
Florida for the ten days before the meeting, for inspection
by any shareholder
for any purpose germane to the meeting.
By Order of the Board of
Directors,
/s/ JoBeth G. Brown
JoBeth G. Brown
Vice President and
Secretary
March 12, 1999
IMPORTANT
PLEASE NOTE THAT A TICKET IS REQUIRED FOR ADMISSION TO
THE MEETING. IF YOU
ARE A SHAREHOLDER OF RECORD AND PLAN TO ATTEND THE MEETING
IN PERSON, PLEASE
BRING THE ADMISSION TICKET YOU RECEIVED IN YOUR PROXY
MAILING WITH YOU TO THE
MEETING. IF, HOWEVER, YOUR SHARES ARE HELD IN THE NAME OF A
BROKER OR OTHER
NOMINEE, PLEASE BRING WITH YOU A PROXY OR LETTER FROM THAT
FIRM CONFIRMING YOUR
OWNERSHIP OF SHARES.
1
<PAGE> 5
ANHEUSER-BUSCH COMPANIES, INC.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of
proxies by the Board of Directors of Anheuser-Busch
Companies, Inc. (the
"Company") for use at the Annual Meeting of Shareholders of
the Company to be
held at the time and place and for the purposes set forth in
the foregoing
Notice of Annual Meeting of Shareholders. The address of the
Company's principal
executive offices is One Busch Place, St. Louis, Missouri
63118. This Proxy
Statement and the form of proxy are being mailed to
shareholders on or about
March 12, 1999.
VOTING AND REVOCABILITY OF PROXY
This year, registered shareholders can simplify their
voting and save the
Company expense by calling 1-800--------- or voting via the
Internet at
- ---------------------. Telephone and Internet voting
information is provided on
the proxy card. A Control Number, located on the proxy card,
is designed to
verify shareholders' identity and allow them to vote their
shares and confirm
that their voting instructions have been properly recorded.
If your shares are held in the name of a bank or broker,
follow the voting
instructions on the form you receive. The availability of
telephone and Internet
voting will depend on their voting processes.
If you do not choose to vote by telephone or Internet,
you may still return
your proxy card, properly signed, and the shares represented
will be voted in
accordance with your directions. You can specify your
choices by marking the
appropriate boxes on the proxy card. If your proxy card is
signed and returned
without specifying choices, the shares will be voted as
recommended by the
Directors. The Company knows of no reason why any of the
nominees named herein
would be unable to serve. In the event, however, that any
nominee named should,
prior to the election, become unable to serve as a director,
the proxy will be
voted in accordance with the best judgment of the Proxy
Committee named therein.
IF YOU DO VOTE BY TELEPHONE OR INTERNET, IT IS NOT NECESSARY
TO RETURN YOUR
PROXY CARD.
You may revoke your proxy at any time before it is voted
at the meeting by
executing a later-voted proxy by telephone or Internet or
mail, by voting by
ballot at the meeting, or by filing an instrument of
revocation with the
inspectors of election in care of the Vice President and
Secretary of the
Company.
YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE URGED TO
VOTE BY TELEPHONE,
INTERNET, OR BY SIGNING AND RETURNING THE ACCOMPANYING PROXY
CARD WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING. If you do attend, you may
vote by ballot at the
meeting, thereby canceling any proxy previously given.
In the event that any matter not described herein may
properly come before
the meeting, or any adjournment thereof, the Proxy Committee
will vote the
shares represented by it in accordance with its best
judgment. At the time this
proxy statement went to press, the Company knew of no other
matters which might
be presented for shareholder action at the meeting.
POLICY OF CONFIDENTIAL VOTING
It is the policy of the Company that all proxies,
ballots, and vote
tabulations that identify the vote of a shareholder will be
kept confidential
from the Company, its directors, officers, and employees
until after the final
vote is tabulated and announced, except in limited
circumstances including any
contested solicitation of proxies, when required to meet a
legal requirement, to
defend a claim against the Company or to assert a claim by
the Company, and when
written comments by a shareholder appear on a proxy card or
other voting
material. The Company continues its long-standing practice
of retaining an
independent tabulator to receive and tabulate the proxies
and independent
inspectors of election to certify the results.
2
<PAGE> 6
RECORD DATE AND VOTING RIGHTS
Only shareholders of record at the close of business on
March 1, 1999, are
entitled to vote at the meeting. On such record date the
Company had outstanding
and entitled to vote ---------- shares of common stock. Each
shareholder
entitled to vote shall have one vote for each share of
common stock registered
in such shareholder's name on the books of the Company as of
the record date.
A majority of the outstanding shares entitled to vote
must be represented in
person or by proxy at the meeting in order to conduct the
election of directors
and other matters mentioned in this Proxy Statement. If such
a majority is
represented at the meeting, then the four nominees for
director who receive the
highest number of the votes cast will be elected. The other
matters require the
approving vote of at least a majority of the votes cast,
except for Item 2 on
the proxy card, which requires the approving vote of the
holders of a majority
of the Company's outstanding common shares. Proxies for
shares marked "abstain"
on a matter will be considered to be represented at the
meeting, but not voted,
for these purposes. Shares registered in the names of
brokers or other "street
name" nominees for which proxies are voted on some but not
all matters will be
considered to be represented at the meeting, but will be
considered to be voted
only as to those matters actually voted.
ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)
The Board of Directors of the Company is divided into
three Groups, with the
term of office of each Group ending in successive years. The
term of directors
of Group II expires with this Annual Meeting. The terms of
directors of Group
III and Group I expire with the Annual Meetings in 2000 and
2001, respectively.
Pursuant to the Board's retirement policy, Judge William H.
Webster and Dr.
Sybil C. Mobley, whose terms will expire with this Annual
Meeting, are not
standing for re-election. The valued advice and counsel of
these individuals
will continue to be available to the Company as each serves
as an advisory
member of the Board for a two year period.
The following information is submitted respecting the
nominees for election
and the other directors of the Company:
3
<PAGE> 7
<TABLE>
NOMINEES FOR ELECTION AT THIS MEETING TO A TERM
EXPIRING IN 2002
(GROUP II DIRECTORS):
<S> <C>
JOHN E. JACOB
Mr. Jacob, 64, has been a director
since 1990. He has been
Executive Vice President and Chief
Communications Officer
JACOB [PHOTO] of the Company since 1994. He was
President and Chief
Executive Officer of the National
Urban League, Inc., a
community-based social service and
advocacy agency, from
1982-1994. He is also a director of
Coca-Cola Enterprises,
Inc. and LTV Corporation. Mr. Jacob
is a member of the
Finance, Shareholder Meetings, and
Executive Committees.
CHARLES F. KNIGHT
Mr. Knight, 63, has been a director
since 1987. He is
Chairman of the Board and Chief
Executive Officer of
KNIGHT [PHOTO] Emerson Electric Co., a
manufacturer of electrical and
electronic equipment. He has been
Chairman of the Board and
Chief Executive Officer since 1974.
He also served as
President from 1995-March 1997. He
is also a director of BP
Amoco p.l.c., IBM Corporation,
Morgan Stanley Dean Witter &
Co., and SBC Communications, Inc.
Mr. Knight is Chairman of
the Conflict of Interest and
Finance Committees and is a
member of the Executive and
Nominating Committees.
JAMES B. ORTHWEIN
Mr. Orthwein, 74, has been a
director since 1963. He served
as Chairman of the Board and Chief
Executive Officer of the
ORTHWEIN [PHOTO] advertising agency D'Arcy MacManus
Masius Worldwide, Inc.
(now D'Arcy Masius Benton & Bowles)
from 1976 until his
retirement in 1982. He has been a
partner of Precise
Capital, L.P., a private investment
partnership, since
1983. Mr. Orthwein is Chairman of
the Shareholder Meetings
Committee and is a member of the
Executive and Nominating
Committees.
JOYCE M. ROCHE
Ms. Roche, 51, has been a director
since December 1998. She
was President and Chief Operating
Officer of Carson, Inc.,
ROCHE [PHOTO] a personal care products company,
1996-1998 and Executive
Vice President-Global Marketing of
Carson, Inc. from
1995-1996. She was Vice President-
Global Marketing of Avon,
Inc. from 1993-1994. She is also a
director of SBC
Communications, Inc. and Tupperware
Corporation.
THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR THESE NOMINEES.
4
<PAGE> 8
DIRECTORS WHOSE TERM CONTINUES UNTIL 2000 (GROUP
III DIRECTORS):
BERNARD A. EDISON
Mr. Edison, 70, has been a director
since 1985. He was
President of Edison Brothers
Stores, Inc., a group of
EDISON [PHOTO] retail specialty stores, from 1968
until his retirement in
1987. He is also a director of
General American Life
Insurance Co. and Reinsurance Group
of America, Inc.
Mr. Edison is Chairman of the
Audit, Executive Salaries,
and Stock Option Plans Committees
and is a member of the
Executive and Shareholder Meetings
Committees.
VERNON R. LOUCKS, JR.
Mr. Loucks, 64, has been a director
since 1988. He is
Chairman of the Board of Baxter
International Inc., a
LOUCKS [PHOTO] manufacturer of health care
products, specialty chemicals,
and instruments. He has been
Chairman since 1987 and was
Chief Executive Officer of Baxter
International from
1987-1998. He is also a director of
Affymetrix, Inc.,
Coastcast Corporation, Dun &
Bradstreet Corporation,
Emerson Electric Co., and The
Quaker Oats Company. Mr.
Loucks is a member of the Audit,
Conflict of Interest,
Executive Salaries, Stock Option
Plans, and Nominating
Committees.
VILMA S. MARTINEZ
Ms. Martinez, 55, has been a
director since 1983. She has
been a partner in the law firm of
Munger, Tolles & Olson
MARTINEZ [PHOTO] since 1982. She is also a director
of Burlington Northern
Santa Fe Corporation, Fluor
Corporation, Sanwa Bank
California, and Shell Oil Company.
Ms. Martinez is a member
of the Audit, Executive Salaries,
Pension, and Stock Option
Plans Committees.
WILLIAM PORTER PAYNE
Mr. Payne, 51, has been a director
since 1997. He has been
Chairman of Orchestrate.com, a web-
based intelligent
PAYNE [PHOTO] communications manager that is a
subsidiary of Premiere
Technologies, Inc., since July
1998. He was Vice Chairman
of NationsBank Corporation, from
1997-June 1998. He was
President and Chief Executive
Officer of the Atlanta
Committee for the Olympic Games
from 1991 to 1997. Mr.
Payne is also a director of Cousins
Properties, Inc.,
Jefferson-Pilot Corporation, ACSYS,
Inc., and Premiere
Technologies, Inc. Mr. Payne is a
member of the Executive
Salaries and Stock Option Plans
Committees.
EDWARD E. WHITACRE, JR.
Mr. Whitacre, 57, has been a
director since 1988. He has
been Chairman of the Board and
Chief Executive Officer of
WHITACRE [PHOTO] SBC Communications, Inc., a
diversified communications
holding company, since 1990. He is
also a director of
Burlington Northern Santa Fe
Corporation, Emerson Electric
Co., and The May Department Stores
Company. Mr. Whitacre is
Chairman of the Pension and
Nominating Committees and is a
member of the Audit, Executive, and
Finance Committees.
5
<PAGE> 9
DIRECTORS WHOSE TERM CONTINUES UNTIL 2001 (GROUP
I DIRECTORS):
AUGUST A. BUSCH III
Mr. Busch, 61, has been a director
since 1963. He is
Chairman of the Board and President
of the Company. He has
BUSCH [PHOTO] been President since 1974, Chief
Executive Officer since
1975, and Chairman since 1977. He
is also a director of
Emerson Electric Co., General
American Life Insurance Co.,
and SBC Communications, Inc. Mr.
Busch is Chairman of the
Executive Committee and is a member
of the Nominating
Committee.
CARLOS FERNANDEZ G.
Mr. Fernandez, 32, has been a
director since 1996. He is
Vice Chairman of the Board of
Directors and Chief Executive
FERNANDEZ [PHOTO] Officer of Grupo Modelo, S.A. de
C.V., a Mexican company
engaged in brewing and related
operations, which positions
he has held since 1994 and May
1997, respectively. During
the last five years he has also
served and continues to
serve in key positions of the major
production subsidiaries
of Grupo Modelo, including
Executive Vice President since
1994 and Chief Operating Officer
since 1992. Mr. Fernandez
is a member of the Conflict of
Interest and Finance
Committees.
JAMES R. JONES
Ambassador Jones, 59, has been a
director since April 1998.
He is an attorney currently engaged
in the private practice
JONES [PHOTO] of law. He was President - Warnaco
International, an
apparel company, from 1997-1998. He
was the U.S. Ambassador
to Mexico from 1993 to 1997 and
Chairman and Chief
Executive Officer of the American
Stock Exchange from 1989
to 1993. He is also a director of
Kansas City Southern
Industries, Inc. and Keyspan
Energy. Ambassador Jones is a
member of the Finance and Pension
Committees.
ANDREW C. TAYLOR
Mr. Taylor, 51, has been a director
since 1995. He is
President and Chief Executive
Officer of Enterprise
TAYLOR [PHOTO] Rent-A-Car Company, which position
he has held since 1991.
He is also a director of Commerce
Bancshares, Inc. and
General American Life Insurance Co.
He is a member of the
Audit and Finance Committees.
DOUGLAS A. WARNER III
Mr. Warner, 52, has been a director
since 1992. He has been
Chairman of the Board, President,
and Chief Executive
WARNER [PHOTO] Officer of J. P. Morgan & Co.
Incorporated
("Morgan") and Morgan Guaranty
Trust Company of New York
(the "Bank") since January 1995 and
President of Morgan and
the Bank since 1990. He is also a
director of General
Electric Company. Mr. Warner is a
member of the Audit,
Finance, and Pension Committees.
</TABLE>
6
<PAGE> 10
STOCK OWNERSHIP
The Company knows of no single person or group that is
the beneficial owner
of more than 5% of the Company's common stock.
The following table shows the number of shares of the
Company's common stock
and the Deferred Units with a value tied to the common stock
that are
beneficially owned by the directors and nominees, by each of
the executives
named in the summary compensation table, and by all
directors, nominees, and
executive officers as a group as of the most recent
practicable date. The number
of shares shown for each individual represents less than 1%
of the common stock
outstanding. The number of shares shown for all directors,
nominees, and
executive officers as a group represents 2.0% of the common
stock outstanding.
Individuals have sole voting and investment power over the
stock unless
otherwise indicated in the footnotes.
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
COMMON STOCK DEFERRED
NAME
BENEFICIALLY OWNED UNITS<F1>
----
- ------------------ ---------
<S>
<C> <C>
August A. Busch III.........................................
2,538,897<F2> --
Bernard A. Edison...........................................
0<F3> 47,676
Carlos Fernandez G..........................................
3,100 --
John E. Jacob...............................................
313,480<F4> 5,415
James R. Jones..............................................
300<F5> --
Charles F. Knight...........................................
16,000 30,287
Stephen K. Lambright........................................
436,728<F6> --
Vernon R. Loucks, Jr........................................
2,000 1,962
Vilma S. Martinez...........................................
266 7,773
James B. Orthwein...........................................
1,603,408<F7> --
William Porter Payne........................................
700 2,347
John H. Purnell.............................................
351,444<F8> --
Joyce M. Roche..............................................
628 --
Patrick T. Stokes...........................................
839,002<F9> --
Andrew C. Taylor............................................
14,697 772
Douglas A. Warner III.......................................
2,000 1,201
Edward E. Whitacre, Jr......................................
2,000 3,578
All directors, nominees, and executive officers as a group
(26 persons)..............................................
9,655,448<F10>
<FN>
- -------------
<F1> Deferred Units represent director fees deferred to the
individual's share
equivalent account under the Company's deferred
compensation plan for
non-employee directors. The value of the Units at the
time of
distribution will be equal to the market value of the
equivalent number
of shares of the Company's common stock and will be
paid in cash. No
voting rights are associated with Deferred Units.
<F2> The number of shares includes 1,136,415 shares that
are subject to
currently exercisable stock options, of which 265,080
are held in trusts
for the benefit of children of Mr. Busch. Of the
shares shown, Mr. Busch
has shared voting and shared investment power as to
529,918 shares and
1,024,032 shares are held in trusts of which Mr. Busch
is income
beneficiary and as to which he has certain rights, but
as to which he has
no voting or investment power. 98,955 shares
beneficially owned by Mr.
Busch's wife are not included.
<F3> Following the acquisition in 1989 by Edison Brothers
Stores, Inc. of an
indirect interest in a retail liquor license, Mr.
Edison sold all shares
of Company common stock owned by him to avoid any
possible conflicts with
state alcoholic beverage control laws.
<F4> The number of shares includes 299,399 shares that are
subject to
currently exercisable stock options, of which 40,000
are held in a trust
for the benefit of the child of Mr. Jacob.
<F5> Mr. Jones has shared voting and shared investment
power with respect to
these shares.
<F6> The number of shares includes 354,191 shares that are
subject to
currently exercisable stock options. 8,817 shares
owned by members of Mr.
Lambright's immediate family are not included.
<F7> Of the shares shown, Mr. Orthwein has shared voting
and shared investment
power as to 331,336 shares.
<F8> The number of shares includes 280,583 shares that are
subject to
currently exercisable stock options. 30,000 shares
owned by
Mr. Purnell's wife are not included.
<F9> The number of shares includes 628,618 shares that are
subject to
currently exercisable stock options.
<F10> The number of shares stated includes 4,711,266 shares
that are subject to
currently exercisable stock options or stock options
that become
exercisable within 60 days and 1,024,032 shares that
are referred to in
Note 2. The directors, nominees, and executive
officers as a group have
sole voting and sole investment power as to 3,058,596
shares and shared
voting and shared investment power as to 861,554
shares. 169,928 shares
held by immediate family members or family trusts are
not included and
beneficial ownership of such shares is disclaimed.
</TABLE>
7
<PAGE> 11
ADDITIONAL INFORMATION CONCERNING THE
BOARD
OF DIRECTORS OF THE COMPANY
During 1998 the Board of Directors held 10 meetings. No
current director who
served during 1998 attended fewer than 75% of the aggregate
of the total number
of meetings of the Board of Directors and of committees of
the Board on which he
or she served. In addition to regularly scheduled meetings,
a number of
directors were involved in numerous informal meetings with
management, offering
valuable advice and suggestions on a broad range of
corporate matters.
Each director who is not an employee of the Company is
paid an annual
retainer of $40,000, which each director may elect to
receive in stock, cash, or
a combination of stock and cash. Each non-employee director
also receives a fee
of $1,400 for each Board of Directors meeting attended or
dispensed with and a
fee of $1,200 for attendance at a meeting of a committee of
the Board and for
any other meeting of directors at which less than a quorum
of the Board is
present. Annual fees of $10,000 each are paid to the
Chairmen of the Audit,
Conflict of Interest, Executive Salaries, Finance, and
Pension Committees. The
Chairmen of the Nominating and Shareholder Meetings
Committees are each paid an
annual fee of $3,000. The Company also provides each non-
employee director group
term life insurance coverage of $50,000.
Under a deferred compensation plan, non-employee
directors may elect to
defer payment of part or all of their directors' fees. At
the election of the
director, deferred amounts are credited to a fixed income
account or a share
equivalent account. The amounts deferred under the plan are
paid in cash
commencing on the date specified by the director. At the
director's election,
such payments may be made either in a lump sum or over a
period not to exceed
ten years.
August A. Busch III and James B. Orthwein are first
cousins. See "Other
Transactions Involving Directors, Officers, or Their
Associates," pages 24-25,
for additional information concerning certain of the
directors.
Information concerning certain standing committees of
the Board of Directors
is set out below:
AUDIT COMMITTEE
The functions of the Audit Committee are to recommend to
the Board of
Directors the selection, retention or termination of the
Company's independent
accountants; determine through consultation with management
the appropriateness
of the scope of the various professional services provided
by the independent
accountants, and consider the possible effect of the
performance of such
services on the independence of the accountants; review the
arrangements and the
proposed overall scope of the annual audit with management
and the independent
accountants; discuss matters of concern to the Audit
Committee with the
independent accountants and management relating to the
annual financial
statements and results of the audit; obtain from management,
the independent
accountants and the General Auditor their separate opinions
as to the adequacy
of the Company's system of internal accounting control;
review with management
and the independent accountants the recommendations made by
the accountants with
respect to changes in accounting procedures and internal
accounting control;
receive reports from the Business Practices Committee
regarding implementation
of and compliance with the Company's business ethics policy
and discuss with
management any concerns the Audit Committee may have with
regard to the
Company's business practices; receive reports from the
Environmental Policy
Committee regarding implementation of and compliance with
the Company's
environmental policy and discuss with management any
concerns the Audit
Committee may have with regard to the Company's
environmental practices; hold
regularly scheduled meetings, separately and jointly, with
representatives of
management, the independent accountants, and the General
Auditor to make
inquiries into and discuss their activities; and review the
overall activities
of the Company's internal auditors. During 1998 the
Committee held four
meetings.
NOMINATING COMMITTEE
The function of the Nominating Committee is to recommend
to the Board of
Directors a slate of nominees for directors to be presented
on behalf of the
Board for election by shareholders at each Annual Meeting of
the Company and to
recommend to the Board persons to fill vacancies on the
Board of Directors. The
Committee will consider nominees recommended by shareholders
upon submission in
writing to the Secretary of the
8
<PAGE> 12
Company the names of such nominees, together with their
qualifications for
service as a director of the Company. During 1998 the
committee held two
meetings.
EXECUTIVE SALARIES COMMITTEE
The function of the Executive Salaries Committee is to
consider and make
recommendations to the Board of Directors as to salaries and
other compensation
to be paid to the executive officers of the Company and to
other officers and
upper-management employees of the Company and its
subsidiaries. During 1998 the
Committee held two meetings. The Committee's report on 1998
executive
compensation is on pages 17-19.
INCREASE IN NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK
(ITEM 2 ON PROXY CARD)
The Board of Directors has directed that there be
submitted to the
shareholders a proposal to approve an amendment (the
"Amendment") to Article
FOURTH of the Restated Certificate of Incorporation of the
Company (the
"Certificate") so as to increase the number of shares of $1
par value common
stock which the Company has authority to issue from
800,000,000 to
1,600,000,000. The number of preferred shares authorized
would not be changed by
this amendment, nor would the par value of either the common
or the preferred
shares be affected in any way.
As of January 31, 1999, 713,429,566 shares of common
stock were issued
(including 237,293,625 shares held in the Treasury) and an
aggregate of
54,014,671 shares were reserved for issuance pursuant to the
Company's various
employee stock plans. Therefore, as of such date, 32,555,763
shares were
unreserved. If the proposed Amendment is approved, in the
aggregate there will
be 886,570,434 common shares available for issuance. The
Company does not have
any current plans, agreements, or understandings to issue
stock which would
involve any of the common shares that the shareholders are
being asked to
authorize.
The Board of Directors of the Company believes that it
is desirable to have
the additional authorized shares of common stock available
for possible future
financing and acquisition transactions, stock dividends or
splits, employee
benefit plans and other general corporate purposes. Having
such additional
authorized shares of common stock available for issuance in
the future will give
the Company greater flexibility and may allow such shares to
be issued without
the expense and delay of a special shareholders meeting. All
authorized but
unissued shares of common stock, including the additional
shares of common stock
authorized by the Amendment, will be available for issuance
without further
authorization of the shareholders, unless such action is
required by applicable
law or the rules of a stock exchange on which the Company's
common stock may be
listed at that time.
Issuing additional shares or rights to acquire shares
could have the effect
of diluting the stock ownership, earnings per share, and
voting power of
existing shareholders, except in prorata distributions such
as stock dividends
and stock splits. In addition, although the Board of
Directors has no present
intention of doing so, the proposed increase in authorized
common stock could be
used to make it more difficult to effect a change in control
of the Company
without first negotiating with the Board. Common and
preferred shares, or rights
to acquire such shares, could be issued in a manner which
could make a
non-negotiated takeover more difficult or costly, or which
otherwise could
encourage a person interested in acquiring control of the
Company to negotiate
with the Board of Directors. However, the Company has other
defenses available
against coercive or unfair takeover attempts by third
parties, and at present
the Board knows of no attempt to obtain control of the
Company.
VOTE REQUIRED FOR APPROVAL
The affirmative vote of the holders of a majority of the
Company's
outstanding common stock is required to approve the proposed
increase in the
authorized shares. If the proposed Amendment is approved,
the first sentence of
Article FOURTH of the Company's Certificate will be as
follows:
FOURTH: The aggregate number of shares which the
Corporation shall have
authority to issue is 1,640,000,000, of which
40,000,000 shares shall be
Preferred Stock having a par value of $1 per share,
and 1,600,000,000
shares shall be Common Stock, having a par value of
$1 per share.
9
<PAGE> 13
The Board of Directors recommends a vote FOR the
proposal to increase the
number of authorized shares of common stock.
APPROVAL OF INDEPENDENT ACCOUNTANTS
(ITEM 3 ON PROXY CARD)
Action will be taken with respect to the approval of
independent accountants
for the Company for the year 1999. The Board of Directors
has, subject to such
approval, selected PricewaterhouseCoopers LLP.
A representative of PricewaterhouseCoopers LLP will be
present at the
meeting. Such representative will have an opportunity to
make a statement, if he
or she so desires, and will be available to respond to
appropriate questions by
shareholders.
The Board of Directors recommends a vote FOR the
proposal to approve the
employment of PricewaterhouseCoopers LLP.
SHAREHOLDER PROPOSALS
Proponents of six shareholder proposals have stated that
they intend to
present the following proposals at the annual meeting. The
proposals and
supporting statements are quoted below. THE BOARD HAS
CONCLUDED IT DOES NOT
SUPPORT THESE PROPOSALS FOR THE REASONS GIVEN AND RECOMMENDS
THAT SHAREHOLDERS
VOTE AGAINST ALL SIX PROPOSALS.
------------------------
SHAREHOLDER PROPOSAL CONCERNING OPTION EXERCISE
PERIOD
(ITEM 4 ON PROXY CARD)
Joseph Zuffante, 22 Perkins Street, Arlington, MA 02174,
beneficial owner of
256 shares of common stock of the Company, has submitted the
following proposal:
"RESOLVED: That ANHEUSER-BUSH [sic] stockholders urge
the Board of Directors
take the necessary steps to adopt a policy that no
executives may cash in on
stock options within six months of the announcement of a
significant
workforce (more than 1% of total work force) reduction."
The shareholder's statement in support of the proposal
is as follows:
"SUPPORTING STATEMENT: Stock options were created to
reward good
performance. This proposal would help to ensure that
options reward real
improvements in performance, rather than short-term
stock boosts which are
sometimes associated with the announcement of major
layoffs."
"While Wall Street may give a temporary boost to stock
prices at layoff
announcements, there is growing concern that downsizings
do not translate
into long-term benefits for shareholders. **updat**
[sic] Author Timothy
Carpenter likens such layoffs to 'converting your
favorite horse to the
commodity status of refined glue. Yes, it can be more
efficient and
profitable, but who or what will replace the horse?'
"A recent 7-year study of 25 large corporations noted
that a 10% reduction
in employment caused an average of only a 1.5% reduction
in operating costs.
After three years, the average downsized company's stock
was up only 4.7%,
compared with a typical increase of 34.4% for similar
companies in the same
field that didn't reduce staff to the same extent.
"As investors with a long-term horizon interested in
building our
investments into the next century, we believe long-term
growth of
Anheuser-Busch is served by linking options to long-term
company growth,
rather than stock market blips that have more to do with
the zeitgeist on
Wall Street than with the real value of the Company.
"For the above reasons we urge you to vote FOR this
proposal."
10
<PAGE> 14
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE
ABOVE PROPOSAL.
The Company continually reviews its businesses for means
by which it can
enhance the long-term interests of its shareholders. The
Company does not
routinely implement significant workforce reductions nor has
it ever implemented
a workforce reduction in order to temporarily inflate the
price of our stock. In
fact, the only significant workforce reduction (as defined
by the shareholder
proponent as more than 1% of the total workforce) reflected
in the Company's
records was in 1993 through a voluntary enhanced retirement
program in which
1,271 employees or 2.9% of our total workforce at that time
participated. The
decision to implement the 1993 enhanced retirement program
was made only after
extensive review of the consequences and with the objective
to enable the
Company to compete more effectively, benefiting the
Company's shareholders,
including its continuing employees, over the long-term. This
action was not
undertaken to achieve a temporary one-time "boost" in the
Company's stock price.
Stock options are the Company's only long-term incentive
for executives of
the Company and are a significant portion of their total
compensation package.
Our stock option program was established to foster a long-
term perspective by
our executives aligned with that of our shareholders. We
believe our current
stock program accomplishes that objective because it links
executive incentives
to stock appreciation by putting that portion of our
executives' total
compensation at risk, depending on stock price appreciation.
The issuance of
stock options also facilitates stock ownership by Company
executives, further
aligning their interests with those of our shareholders. The
terms of our stock
option grants provide further long-term incentive. Our stock
option grants
generally vest and become exercisable over a period of three
years, not
immediately, and thereafter remain exercisable for seven
years. We believe this
encourages our executives to focus on long-term shareholder
returns because
executives will maximize their returns if the Company's
stock price increases
over the long-term, regardless of short-term fluctuations.
In sum, decisions by the Company concerning workforce
reductions are in no
way motivated by possible short term stock price "boosts" as
suggested by the
shareholder proponent. Moreover, the Company believes that
its stock option
program already fully aligns executive incentives with long-
term Company growth.
We do not agree with the shareholder proponent that it is
necessary to further
restrict the ability of Company executives to exercise their
options.
FOR THESE REASONS, THE BOARD OF DIRECTORS RECOMMENDS A
VOTE AGAINST THIS
PROPOSAL.
------------------------
SHAREHOLDER PROPOSAL CONCERNING OPTION EXERCISE
PRICE
(ITEM 5 ON PROXY CARD)
Stephen C. Spillane, 90 Vesey Street, Brockton, MA
02301, beneficial owner
of 703 shares of common stock of the Company, has submitted
the following
proposal:
"PROPOSAL: That shareholders urge that, for the twenty
highest paid
employees of Anheuser-Busch Companies, Inc. no future
option plans be
adopted, or existing option plans be amended, to allow
options to be issued
for exercise prices below those of any options that were
outstanding at any
time during the year immediately preceding the grants of
the new options."
The shareholder's statement in support of the proposal
is as follows:
"SUPPORTING STATEMENT: Stock options are granted to tie
executive
compensation with company performance and align
shareholder interests with
those of senior management. However, if there are no
consequences for poor
performance, the options do not serve this purpose."
"Popular outcry against repricing has become more
frequent. Consider the
following:
'Many companies are willing to move the threshold at
which stock options
can be exercised, but typically they engage in the
heads-I-win,
tails-I-still-win strategy of repricing stock
options downward, not
upward, thereby making it easier to reach a point
where the options
become valuable.' -The New York Times
11
<PAGE> 15
'At the very least, every proposal to reprice
existing options should be
put to a shareholder vote. No less important,
repricings for top exacs
[sic] make no sense under any conditions. Stock
options are long-term
incentives that should not be used to reward a
management that fails to
produce results.' -John Byrne, Business Week
"This proposal is, however, limited to the top rank of
management. We
understand that options can play an important role in
retaining qualified
employees, and there may be occasions where repricing
options for mid-level
employees is a defensible decision. However, for top
management--who can be
assumed to have more direct responsibility for the
direction of the company
and for its success or failure--we believe repricing
should never be
allowed. Executives need to be held accountable for poor
performance, and
certainly not rewarded for it.
"For the above reasons we urge you to vote FOR this
proposal."
------------------------
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE
ABOVE PROPOSAL.
The Company agrees with the shareholder proponent that
option repricing,
which occurs when companies adjust outstanding stock options
to lower the
exercise price, is inappropriate. Indeed, the Company's
stock option plans,
which were overwhelmingly approved by the shareholders,
specifically prohibit
repricing.
The Company's option plans require that options be
granted with an exercise
price no less than the market price on the date of grant.
This means that the
employees who receive options are able, after vesting
requirements (usually over
a period of three years) have been met, to purchase the
Company's stock during
the term of the option, at the price for which the stock
could be purchased by
the public on the date of grant. Since the Company's plans
do not allow the
purchase price to be lowered after grant, the option will
have value to the
employee recipient only if the price of the stock goes up.
Although option repricing is the central theme of the
proponent's supporting
statement, the proposal itself relates to the ability of the
Company to grant
options at the current market price. The proponent seeks an
arbitrary
restriction on option grants to senior executives by
providing that the exercise
price for such grants be no lower than the highest market
price of the Company's
stock on the date any option was granted during a prior
period of up to ten
years (since the Company's options are granted with a ten-
year term.) This
restriction would be complicated to administer, provide no
increased benefit to
shareholders, and make the option plan less effective in
providing long-term
incentive compensation for senior executives.
The Board believes the interests of the Company and its
shareholders are
best served by continuation of the stock option program as
approved by the
Company's shareholders.
FOR THESE REASONS, THE BOARD OF DIRECTORS RECOMMENDS A
VOTE AGAINST THIS
PROPOSAL.
------------------------
SHAREHOLDER PROPOSAL CONCERNING SHAREHOLDER
RIGHTS PLAN
(ITEM 6 ON PROXY CARD)
James M. O'Brien, 40 Magnolia Avenue, Brockton, MA
02301, beneficial owner
of 980 shares of common stock of the Company, has submitted
the following
proposal:
"RESOLVED: That the Shareholders of Anheuser-Busch
Compnaies, [sic] Inc.
urge the board of directors to redeem any shareholder
rights plan unless the
plan is approved by the affirmative vote of a majority
of the outstanding
shares at a meeting of the shareholders held as soon as
possible; and that
this policy apply to rights plans which currently exist,
and to those that
may be considered in the future."
The shareholder's statement in support of the proposal
is as follows:
"SUPPORTING STATEMENT: At any time, Anheuser-Busch's
board may adopt a
shareholder rights plan commonly known as a 'poison
pill.' Shareholders are
concerned that rights plans can serve to insulate boards
and management from
shareholder interests.
12
<PAGE> 16
"Generally, we believe 'pills' depress a company's stock
price and serve to
insulate management. As a December 19, 1996 New York
Times article notes
poison pills are not serving their original intention of
protecting all
shareholders:
But if the Board has the power to suspend the pill
for some bidders and
not for others, it can then allow a friendly bidder
to make a coercive
offer while preventing a better offer from another
suitor. That's not
the way pills are supposed to work.
"For these reasons, we believe the unilateral adoption
of this poison pill
plan by the Board detracts from our company's broader
relationship with its
shareholders and harms shareholder value. Therefore, we
urge a vote FOR the
resolution."
------------------------
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE
ABOVE PROPOSAL.
The Board of Directors adopted the Company's Shareholder
Rights Plan in 1985
and extended it in 1994 to protect the Company's
shareholders in the event of
certain unsolicited attempts to acquire control of the
Company, including a
partial or two-tier tender offer that fails to treat all
shareholders equally, a
"creeping acquisition" of the Company by the purchase of
stock on the open
market and other acquisition tactics that the Board believes
are unfair to the
Company's shareholders and are not in their best interests.
Plans similar to the
Company's Plan have been adopted by a majority of the
corporations included in
the Standard & Poor's 500.
A major function of the Rights Plan is to give the Board
a greater period of
time within which it can properly evaluate an acquisition
offer. A second major
function of the Plan is to induce a bidder for the Company
to negotiate with the
Board and thus strengthen the Board's bargaining position
vis-a-vis such bidder.
The plan thus enables the Board, as elected representatives
of the shareholders,
to better protect and further the interests of the Company's
shareholders in the
event of an acquisition proposal. The Board gains the
opportunity and additional
time to determine if an offer reflects the full value of the
Company and is fair
to all shareholders, and if not, to reject the offer or to
seek an alternative
that meets these criteria.
The Board's fiduciary duty to the shareholders dictates
that it evaluate the
merits of each and every acquisition proposal presented to
the Board and seek to
insure that any proposed business combination or acquisition
delivers full value
to the shareholders.
The Board believes that the adoption of a Rights Plan is
appropriately
within the scope of responsibilities of the Board of
Directors, acting on behalf
of the shareholders. The adoption of such a plan is in
accord with the Board's
responsibilities for the management of the Company's affairs
and the issuance of
securities and does not require shareholder approval.
Redeeming the rights would
remove an important tool that the Board should have for the
protection of
shareholders. The Board therefore believes that any decision
to redeem the
rights should be made in the context of a specific
acquisition proposal.
FOR THESE REASONS, THE BOARD OF DIRECTORS RECOMMENDS A
VOTE AGAINST THIS
PROPOSAL.
------------------------
SHAREHOLDER PROPOSAL CONCERNING BOARD
COMPOSITION
(ITEM 7 ON PROXY CARD)
John M. Shea, 64 "L" Street, South Boston, MA 02127,
beneficial owner of
1,120 shares of common stock of the Company, has submitted
the following
proposal:
"RESOLVED: The shareholders urge that the board of
directors adopt a policy
that no board members shall serve if he or she is not an
independent
director. For these purposes, the board should adopt the
following
definition of independence to mean a director who:
* is not employed by the Company or an affiliate in an
executive capacity;
* is not a member of a corporation or firm that is one
of the Company's paid
advisers or consultants;
* is not employed by a significant customer or supplier
to the Company;
13
<PAGE> 17
* has no personal services contract with the Company or
one of it's [sic]
affiliates;
* is not part of an interlocking directorate in which
the CEO or any other
executive officer of the Company serves on the board
of another
corporation that employs the director;
* and does not have any personal, financial, and/or
professional
relationships with the CEO or other executive officer
that would interfere
with the exercise of independent judgement by such
director."
The shareholder's statement in support of the proposal
is as follows:
"SUPPORTING STATEMENT: The purpose of this proposal is
to incorporate a
standard of independence that will permit objective
decision making on
compensation and other issues at Anheuser-Busch.
"The current Board includes many individuals who do not
meet this standard
of independence. The section of this proxy statement
entitled 'Other
Transactions Involving Directors, Officers, and Their
Associates' detail the
web of relationships.
"These include:
* Carlos Fernandez, Vice Chairman of the Board of
Directors of Grupo Modelo
and Diblo, and Chief Executive Officer of Grupo and
Modelo, companies in
which Anheuser-Busch holds considerable stakes, and is
currently in the
midst of disputed stock transactions. Mr. Fernandez
serves on the
Anheuser-Busch board as a representative of the
Controlling Shareholders
of Diblo.
* James B. Orthwein, President and General Manager of
Double Eagle
Distribution [sic].
* Percy J. Orthwein II, Chairman of the Board of Double
Eagle Distributing.
Both men are the sons of board member James B.
Orthwein. In 1997 Double
Eagle purchased $38,735,202 of products from Anheuser-
Busch Incorporated.
* Steven Knight, a majority owner of City Beverage,
L.L.C., is the son of
board member Charles F. Knight. In 1997, Anheuser-
Busch Incorporated
entered into an agreement to acquire the assets of the
Kent, Washington
wholesalership and then agreed to assign the right to
acquire the business
to City Beverages, L.L.C. City Beverages L.L.C. paid
$5,437,000 of [sic]
the wholesalership.
* Director William Webster is a partner at Milbank,
Tweed, Hadley & McCoy
[sic], which Anheuser-Busch used for legal services in
1997."
"For the above reasons, we urge a vote FOR this
resolution."
------------------------
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE
ABOVE PROPOSAL.
The Company recognizes the importance of having
independent, non-management
directors. For this reason, only two of the current 16
directors are members of
management. Furthermore, all compensation decisions are made
by the Executive
Salaries Committee and the Stock Option Plans Committee,
which are made up
entirely of independent directors.
This shareholder proposal, however, asks that ALL
directors be
"independent." This extreme and unreasonable requirement
would not be in the
best interests of the Company's shareholders. It would, for
example, render
ineligible for Board service the Company's Chief Executive
Officer, who is the
person most knowledgeable about the Company. The Company is
aware of no
recognized corporate governance guidelines that advocate
such an extreme
position.
The Board of Directors and the Nominating Committee are
committed to an
extremely high quality and diverse membership of the Board.
Our Board consists
of a highly effective combination of individuals with a
variety of Company
knowledge, business acumen, professional expertise, personal
experience,
historical perspective, and independent judgment. Limiting
director candidates
as narrowly as described in this proposal would severely
limit the
shareholders, ability to elect the most qualified
individuals to the Board and,
we believe, would result in a much less effective Board of
Directors.
FOR THESE REASONS, THE BOARD OF DIRECTORS RECOMMENDS A
VOTE AGAINST THIS
PROPOSAL.
------------------------
14
<PAGE> 18
SHAREHOLDER PROPOSAL CONCERNING CLASSIFIED
BOARD
(ITEM 8 ON PROXY CARD)
The International Brotherhood of Teamsters, 25 Louisiana
Avenue, N.W.,
Washington, D.C. 20001, owner of 90 shares of common stock
of the Company, has
submitted the following proposal:
"RESOLVED: That Anheuser-Busch Companies' stockholders
urge the Board of
Directors take the necessary steps, in compliance with
state law, to
declassify the Board for the purpose of Director
elections. The board
declassification shall be completed in a manner that
does not affect the
unexpired terms of directors previously elected."
The shareholder's statement in support of the proposal
is as follows:
"SUPPORTING STATEMENT: Anheuser-Busch Companies' board
is divided into three
classes of directors serving staggered three-year terms.
This means an
individual director faces election only once every three
years, and
shareholders only vote on roughly a third of the board
each year.
"We think continuity is insured through director re-
elections. When
directors are performing well they routinely are re-
elected with majorities
over 95%. Anheuser-Busch does not suffer from a lack of
continuity; in
addition to two Busch heirs, who have served more than
thirty years [sic].
"We believe that annual elections can pave the way for
improved board
sensitivity to important shareholder issues. In
particular, it can help
speed the diversification of Anheuser-Busch's board and
introduce new
perspectives.
"In addition, a declassified board allows the company to
respond quickly to
changes by giving the board the ability to appoint more
qualified candidates
each year. A declassified board can help give Anheuser-
Busch the flexibility
it needs as it moves into the next century.
"Generally, shareholders have grown hostile to
classified boards. This is
especially important for employee shareholders. In 1998,
Walt Disney Company
agreed to change the by-laws after the resolution passes
with 65% of the
vote. At Fleming and Eastman Kodak more than 70% of
shareholders voted to
declassify the board. In 1997 a majority of shares voted
for board
declassification at Bausch & Lomb, Bristol-Meyers
Squibb, Eastman Kodak and
Ogden.
"By adopting annual elections, Anheuser-Busch can
demonstrate its commitment
to fuller accountability to shareholders, accountability
that honors
shareholder prerogatives.
"We urge you to vote YES for this proposal."
------------------------
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE
ABOVE PROPOSAL.
The Company's classified Board system, where one third
of the directors are
elected each year, was approved by the Company's
shareholders in 1985 by more
than 85% of the shares voted at the meeting. The Board of
Directors continues to
believe that a classified board is in the best interests of
the Company and its
shareholders.
Anheuser-Busch believes this system helps provide
continuity and stability
in the management of the business and affairs of the
Company. It assures that at
least two-thirds of the directors at any one time have prior
experience with and
in-depth knowledge of Anheuser-Busch; this experience and
knowledge not only
contribute to more effective long range strategic planning
but are particularly
important given the challenges Anheuser-Busch faces in the
current environment
of the domestic beer industry and as the Company implements
its plans for
international growth.
Classified boards are also intended to prevent sudden
change in the
composition of the Board by preventing the election of an
entirely new Board in
a single year. At least two annual shareholder meetings are
required to effect a
change in control of the Board. This in turn encourages any
person or group
seeking to acquire control to negotiate at arm's length with
the management and
the Board, who are in the best position to negotiate a
transaction which is fair
to all of the shareholders of the Company.
15
<PAGE> 19
The proponent's concerns about diversification of the
Company's Board and
the introduction of new perspectives have been handled very
effectively through
the current classified structure. The Board and the
Nominating Committee are
committed to an extremely high quality, diverse membership
of the Board and are
proud of the Company's achievements as measured by both
criteria. The Company's
Board of Directors is diverse in race, ethnicity, gender,
age, background, and
years of Board service.
This proposal requires approval by a majority of the
shares voted on the
issue. It should be noted, however, that adoption of this
proposal would not by
itself eliminate the classified Board. Under Delaware law,
the Board of
Directors has to recommend further action by the
shareholders to amend the
Restated Certificate of Incorporation to eliminate the
classified Board and the
amendment then must be approved by a majority of the shares
entitled to vote (as
opposed to the lower requirement of a majority of the shares
actually voted that
is needed to approve this advisory resolution).
FOR THESE REASONS, THE BOARD OF DIRECTORS RECOMMENDS A
VOTE AGAINST THIS
PROPOSAL.
------------------------
SHAREHOLDER PROPOSAL CONCERNING CHAIRMAN OF THE
BOARD
(ITEM 9 ON PROXY CARD)
Paul M. Cannon, 81 Cochato Road, Braintree, MA 02184,
beneficial owner of
657 shares of common stock of the Company, has submitted the
following proposal:
"RESOLVED: That the shareholders of Anheuser-Busch
Companies, Inc. urge the
board to take the necessary steps to require that an
independent director
who was not formerly the chief executive of the company
serve as chair of
the board."
The shareholder's statement in support of the proposal
is as follows:
"SUPPORTING STATEMENT: The board's responsibility in
scrutinizing management
plans may be reduced when the board chair is also the
chief architect of the
management plan in his or her capacity as chief
executive officer. By
requiring that the chair be an independent director, the
board may be able
to bring to bear more critical review of basic
management plans.
"Numerous scholars have called for greater distinction
between directors and
management. An idea parallel to splitting the Chair and
CEO is naming a
'lead' director, an idea championed by attorney Martin
Lipton and Harvard
Business School Prof. Jay Lorsch. Tyco has such a lead
director, Philip
Hampton. His role allows 'the Board to operate
independently of management,'
he explains. Adds Tyco CEO Dennis Kozlowski, 'It's a
real good check and
balance.'
"Splitting the Chair and CEO, we believe, enhances these
advantages through
more formal acknowledgement that the board will be led
by a non-management
officer.
"For these reasons, we urge you to vote FOR this
proposal."
------------------------
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE
ABOVE PROPOSAL.
The Board believes that it is not in the best interests
of the Company and
its shareholders to require that the Chairman be an
independent director who was
not formerly the Chief Executive Officer of the Company.
The Company's bylaws require the Board to select a
Chairman from its
membership. The current Chairman is also the Chief Executive
Officer. There is
no requirement, however, that the Chairman also be the Chief
Executive Officer
and in the past, the positions have been held by two
different individuals. The
Board is in the best position to determine who should serve
as Chairman at any
given time in light of the Company's then-current and
anticipated future
circumstances.
16
<PAGE> 20
Since only two of the Board's current 16 directors are
current or former
employees of the Company, there are ample independent
directors to offer
critical review of management plans. Furthermore, all of the
Board committees
other than the Executive Committee are Chaired by outside
directors.
The Board believes that the Company's bylaws provide
appropriate flexibility
for the selection of a Chairman and that the shareholder
proposal imposes an
unnecessary restriction that is not in the best interests of
the Company and its
shareholders.
FOR THESE REASONS, THE BOARD OF DIRECTORS RECOMMENDS A
VOTE AGAINST THIS
PROPOSAL.
------------------------
SHAREHOLDER PROPOSALS FOR 2000
For inclusion in the Company's Proxy Statement and form
of proxy, any
shareholder proposals intended to be presented at the 2000
Annual Meeting must
be received by the Company at its principal executive
offices no later than
November 13, 1999.
Shareholders of record who do not submit proposals for
inclusion in the
Proxy Statement but who intend to submit a proposal at the
2000 Annual Meeting,
and shareholders of record who intend to submit nominations
for directors at the
meeting, must provide written notice. Such notice should be
addressed to the
Secretary and received at the Company's principal executive
offices not earlier
than December 30, 1999 and not later than January 29, 2000.
The written notice
must satisfy certain requirements specified in the Company's
By-Laws. A copy of
the By-Laws will be sent to any shareholder upon written
request to the Vice
President and Secretary.
EXECUTIVE COMPENSATION
REPORT OF THE EXECUTIVE SALARIES
AND THE STOCK OPTION PLANS COMMITTEES
The Executive Salaries Committee has the responsibility
of recommending to
the Board of Directors appropriate salaries and other
compensation for executive
officers and administering the Officer Bonus Plan. The Stock
Option Plans
Committee administers the Company's stock option program.
Both committees
(hereafter referred to as the "Committee") have identical
membership consisting
entirely of outside directors.
COMPENSATION PHILOSOPHY
The Committee adheres to several guiding principles in
carrying out its
responsibilities:
* Total compensation should reward individual and
corporate performance and
provide incentive for enhancement of shareholder
value.
* Anheuser-Busch provides a base salary that will
maintain its competitive
market position. The Company offers an annual bonus
opportunity that
aligns corporate growth objectives and performance
with individual
achievements. Anheuser-Busch utilizes stock options to
foster a long-term
perspective aligned with that of the shareholders.
* Compensation plans should be simple and easily
understood. Executives must
clearly understand variable compensation opportunities
and how to earn
variable rewards.
* The Anheuser-Busch program should reflect competitive
levels of fixed and
variable compensation. An external compensation
consultant annually
reports to the Committee on the competitive mix of
base, bonus, and
long-term incentives for a comparator group of
national and local
companies.
17
<PAGE> 21
1998 COMPENSATION
The Committee considers several factors when determining
compensation for
executive officers, including August A. Busch III:
* OVERALL COMPANY PERFORMANCE. In addition to their
current knowledge of
Company operations through participation at regular
Board meetings, the
Committee specifically looked at annual and long term
sales, earnings, and
cash flow per share growth; market share gains; return
to shareholders
(see chart on page 21); progress toward long-term
objectives; individual
divisional results as appropriate; and various
qualitative factors
relating to Company performance. There is no set
weighting of these
variables as applied to individual executive
positions.
* INDIVIDUAL PERFORMANCE. The Committee considers, in
addition to an
executive's business results, the achievement of
various other managerial
objectives and personal development goals.
* COMPETITIVE COMPENSATION. The Committee is provided a
report from a
compensation consulting firm which details Anheuser-
Busch compensation
practices relative to a comparable group of 22
companies. This group is
comprised of large national consumer goods companies
as well as several
large St. Louis-based corporations. The companies in
the sample were
chosen in consultation with the consulting firm as
being representative of
the types of companies with which Anheuser-Busch
competes for executive
talent. The report reviews base salary, annual bonus,
and long term
incentive awards for the CEO and other officer
positions with
responsibilities that are comparable across the group.
The consulting firm
believes, and the Committee concurs, that this sample
of benchmarks not
only provides guidance for specific positions, but
also is indicative of
overall Company pay practices when viewed in the
aggregate.
* TARGETED COMPENSATION. Total compensation for
executive officers including
Mr. Busch is targeted at a market level which
approximates the median of
the sample group of comparable companies after
adjusting for the different
magnitude of sales for each company, using a method
called regression
analysis. "Market level" is considered to be that
calculated at the 50th
percentile, with a margin of +/-20%. Mr. Busch's total
compensation for
1998 was at the market level for total compensation
among the comparison
group.
SALARY:
The Company does not have an employment agreement with
Mr. Busch or any of
its other executive officers. In setting base salaries the
Committee generally
considers the overall financial performance of the Company
during the prior
year, particularly beer sales volume and market share
performance, operating and
net income margin trends, earnings and cash flow per share
growth, returns on
capital and equity, and total returns to shareholders.
Actual salary
determination is subjective in that there are no specific
weightings for the
variables considered. Although the Company achieved higher
sales and earnings
from continuing operations for 1997, the level was
significantly below the
Company's growth objectives. In view of this, the Committee
approved the
recommendation of management that there be no merit-based
salary increases for
senior executives for 1998. Mr. Busch's 1998 base salary of
$1,107,750 was the
same as his 1997 base salary and was at the market level of
salaries for CEOs in
the comparable group of companies.
Other than an increase to one executive officer in order
to bring the
individual's salary within the targeted compensation range,
other executive
officers received no salary increases in 1998. 1997 salaries
for these executive
officers were targeted at the market level where appropriate
benchmarks were
available. Actual 1997 and 1998 salaries varied considerably
among the executive
officers depending on responsibilities, past departmental or
divisional
performance, and to a lesser degree, length of service.
There were no specific
departmental or divisional performance measures defined and
considered. The
individual's performance and potential future contributions
were subjectively
evaluated.
BONUS:
1998 bonuses for Mr. Busch, 12 other executive officers
and 39 other
officers were paid under the Officer Bonus Plan (the
"Plan"), which was approved
by shareholders at the 1995 Annual Meeting. The Plan
authorizes
18
<PAGE> 22
the Committee to establish programs that allow payment of
cash bonuses to
participants based on pre-established minimum performance
goals for designated
performance periods. Pursuant to the Plan, in February 1998
the Committee
adopted the 1998 Officer Bonus Program ("1998 Program"),
which established a
minimum performance goal and a formula for determining a
maximum bonus pool,
both of which were based on pretax earnings of the Company
for 1998 after
adjustments for certain non-recurring items. The Committee
also determined a
bonus formula for allocating the pool among the participants
in which amounts
for participants were expressed as a percentage of the total
pool.
In February 1999 the Committee certified that the 1998
performance goal was
met and approved individual bonuses. The Company achieved
record sales and
earnings in 1998. In view of this, the Committee, through
the exercise of
discretion and after taking into consideration individual
performance and
targeted compensation levels, approved bonus payments that
were generally at the
market levels, but less than the maximum available in the
bonus pool. Due to
regulations of the Internal Revenue Service and provisions
of the Plan and 1998
Program, any adjustments to the bonuses for the
participating executives named
in the summary compensation table on page 20 could only be
reductions from the
amounts determined by formula. Bonuses for other
participants were determined
after subjectively taking into consideration individual
performance toward
corporate or divisional objectives. Mr. Busch's 1998 bonus
was $1,750,000.
LONG TERM INCENTIVES:
Stock options are the Company's only long-term
incentive. Stock option
awards are made to approximately 800 middle and upper level
managers, including
Mr. Busch and other executive officers. The size of awards
is subjectively
determined by the Committee based on position,
responsibilities, and individual
performance, subject to plan limits. The amount and terms of
prior option grants
are reviewed but are not explicitly considered in
determining the size of
individual awards. In 1998, the Committee granted Mr. Busch
options for 1,668
shares under the 1989 Incentive Stock Plan and 398,332
shares under the 1998
Incentive Stock Plan.
POLICY ON DEDUCTIBILITY OF COMPENSATION EXPENSES
The Company is not allowed a deduction for certain
compensation paid to
certain executive officers in excess of $1 million, except
to the extent such
excess constitutes performance-based compensation. The
Committee considers its
primary goal is to design compensation strategies that
further the best
interests of the Company and its shareholders. To the extent
they are not
inconsistent with that goal, the Committee will attempt
where practical to use
compensation policies and programs that preserve the
deductibility of
compensation expenses.
Stock options granted under the 1989 and 1998 Incentive
Stock Plans and
bonuses paid pursuant to the Officer Bonus Plan are designed
to qualify as
performance-based compensation.
Executive Salaries and Stock Option Plans
Committees
Bernard A. Edison--Chairman
Vilma S. Martinez
Vernon R. Loucks, Jr.
William Porter Payne
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
All members of the Executive Salaries and Stock Option
Plans Committees are
independent, non-employee directors.
Mr. Busch is a member of the Human Resources Committee
of SBC Communications
Inc. Mr. Whitacre, an Executive Officer of SBC
Communications Inc., is a
Director of the Company.
19
<PAGE> 23
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL
COMPENSATION<F1> COMPENSATION
-------------------------------
- ---------------- ------------ ALL
AWARDS OF OTHER
OTHER ANNUAL STOCK COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)
COMPENSATION ($) OPTIONS (#) ($)<F2>
- --------------------------- ---- ---------- ---------
- ---------------- ----------- ------------
<S> <C> <C> <C>
<C> <C> <C>
A.A. Busch III 1998 1,107,750 1,750,000
26,424 400,000 88,025
Chairman of the Board 1997 1,107,750 691,000
20,658 300,000 82,970
and President 1996 1,055,000 1,382,000
- -- 200,000 75,676
P. T. Stokes 1998 650,000 800,000
13,813 200,000 46,815
Vice President and 1997 650,000 300,000
10,837 150,000 43,434
Group Executive 1996 604,550 600,000
- -- 100,000 35,967
J. E. Jacob 1998 457,000 350,000
16,981 100,000 33,692
Executive Vice 1997 457,000 125,000
15,555 90,000 31,965
President and Chief 1996 423,200 250,000
- -- 60,000 27,057
Communications Officer
J. H. Purnell 1998 440,000 264,000
7,077 75,000 34,584
Vice President and 1997 440,000 147,000
9,703 112,500 33,941
Group Executive 1996 420,000 294,000
- -- 75,000 31,470
S. K. Lambright 1998 390,000 350,000
5,516 100,000 35,238
Group Vice President 1997 390,000 125,000
5,664 90,000 31,759
and General Counsel 1996 368,500 250,000
- -- 60,000 27,323
<FN>
- ------------------
<F1> Salary and bonus amounts include any amounts deferred
under the Executive
Deferred Compensation Plan. If an excise tax were
imposed on a participant
as to such deferred benefits on account of a change in
control, the
participant's benefits would be increased to the extent
required to put
the participant in the same position after payment of
taxes as if no
excise tax had been imposed.
<F2> The 1998 amounts disclosed in this column include:
(a) Company matching contributions to the Deferred
Income Stock Purchase
and Savings Plan and the 401(k) Restoration Plan
of $50,296 for Mr.
Busch, $29,522 for Mr. Stokes, $20,751 for Mr.
Jacob, $19,982 for Mr.
Purnell, and $17,688 for Mr. Lambright. Under the
401(k) Restoration
Plan, if an excise tax were imposed on a
participant as to such
benefits on account of a change in control, the
participant's
benefits would be increased to the extent
required to put the
participant in the same position after payment of
taxes as if no
excise tax had been imposed.
(b) Payments for insurance coverage of $29,620 for
Mr. Busch, $17,293 for
Mr. Stokes, $12,941 for Mr. Jacob, $11,969 for
Mr. Purnell, and
$10,436 for Mr. Lambright.
(c) Payment of director fees from subsidiary or
affiliated companies of
$8,109 for Mr. Busch, $2,633 for Mr. Purnell, and
$7,114 for Mr.
Lambright.
</TABLE>
20
<PAGE> 24
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL
RETURN<F*>
ANHEUSER-BUSCH COMPANIES, INC., S&P 500
INDEX
AND RUSSELL LARGE CAP INDICES<F**>
(12/31/93-12/31/98)
[GRAPH]
<TABLE>
<CAPTION>
1993 1994 1995 1996
1997 1998
---- ---- ---- ---- --
- -- ----
<S> <C> <C> <C> <C> <C>
<C>
Anheuser-Busch $100.0 $106.7 $144.1 $179.8
$202.4 $308.2
S&P 500 100.0 101.4 139.3 171.2
228.3 293.4
Russell Large Cap Index 100.0 103.7 147.4 186.4
253.7 356.3
Russell 200 Index 100.0 101.6 141.6 175.6
236.3 316.6
<FN>
- -------------
<F*> Assumes $100 invested on December 31 of first year
of chart in
Anheuser-Busch Companies, Inc. Common Stock, S&P 500
Index, Russell Large
Cap Index and Russell 200 Index and that all
dividends were reinvested.
<F**> Because only one of the other four leading domestic
brewers is an
independent publicly traded company, the Company has
elected to compare
shareholder returns with companies with similar
market capitalizations.
The Company was previously included in the Russell
Large Cap Index, which
is comprised of the 50 largest publicly held United
States companies,
based on market capitalization. The Company is no
longer included in the
Russell Large Cap Index and has substituted the
Russell 200 Index of the
200 largest publicly held companies, including
Anheuser-Busch, for
comparison purposes.
<F***> Compound Annual Growth Rate.
</TABLE>
21
<PAGE> 25
OPTION GRANTS IN 1998
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS<F1>
FOR OPTION TERM<F2>
-------------------------------------
- ----------- -----------------------------
% OF TOTAL
OPTIONS
NUMBER OF GRANTED
SECURITIES TO
UNDERLYING EMPLOYEES EXERCISE
OPTIONS IN PRICE
EXPIRATION
NAME GRANTED (#) 1998<F3> ($/SH)
DATE 0%<F4> 5% 10%
---- ----------- ---------- --------
- ---------- ------ -- ---
<S> <C> <C> <C>
<C> <C> <C> <C>
A. A. Busch III...... 400,000 7.93% $59.94
11/24/08 $0 $ 15,077,748 $ 38,209,975
P. T. Stokes......... 200,000 3.96 59.94
11/24/08 0 7,538,874 19,104,988
J. E. Jacob.......... 100,000 1.98 59.94
11/24/08 0 3,769,437 9,552,494
J. H. Purnell........ 75,000 1.48 59.94
11/24/08 0 2,827,078 7,164,370
S. K. Lambright...... 100,000 1.98 59.94
11/24/08 0 3,769,437 9,552,494
All Shareholders..... N/A N/A N/A
N/A 0 17,968,906,179 45,536,738,898
All Optionees........ 5,043,905 100.0 59.94
N/A 0 190,126,821 481,818,722
Optionee Gain as %
of All Shareholders
Gain............... N/A N/A N/A
N/A N/A 1.1% 1.1%
<FN>
- -------------
<F1> All options granted to the named officers were granted
on November 25,
1998. The options become exercisable in three equal
parts on the first,
second, and third anniversaries of the grant date;
however, the Stock
Option Plans Committee is authorized to accelerate
exercisability at any
time, and acceleration occurs automatically in the
event of the optionee's
death, disability, or retirement (under certain
circumstances), or if
certain events occur which would result in a change in
control of the
Company. The one-third of the 1998 grant which normally
would become
exercisable on November 25, 1999 was made eligible for
earlier vesting if
transferred in gifts to certain family members or
trusts; Mr. Busch III
made such a gift, and 100,000 of his 1998 grant vested
on November 30,
1998. Mr. Jacob also made such a gift, and 20,000 of
his 1998 grant vested
on December 1, 1998. In addition, some of the options
were granted with a
tax payment feature. The tax payment feature allows the
use of option
stock to pay the withholding taxes related to an option
exercise. The
number of options granted with a tax payment feature in
1998 to the named
officers were: Mr. Busch III, 398,332; Mr. Stokes,
198,332; Mr. Jacob,
98,332; Mr. Purnell, 73,332; and Mr. Lambright, 98,332.
<F2> The dollar amounts under these columns are the result
of calculations at
0% and at the 5% and 10% rates set by the SEC and
therefore are not
intended to forecast possible future appreciation, if
any, of the
Company's stock price. Potential realizable values for
all shareholders
are based on 476.7 million shares outstanding at
December 31, 1998 and a
per share price of $59.94.
<F3> Based on 5,043,905 options granted to 838 employees
during 1998.
<F4> No gain to the optionees is possible without an
increase in stock price,
which will benefit all shareholders commensurately. A
zero percent stock
price appreciation will result in zero dollars for the
optionee.
</TABLE>
22
<PAGE> 26
AGGREGATED OPTION EXERCISES IN 1998 AND 1998 YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT
OPTIONS AT 12/31/98
12/31/98 (#) ($)<F1><F2>
- ------------ -----------
SHARES
VALUE
ACQUIRED ON
REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#)
($)<F1> UNEXERCISABLE UNEXERCISABLE
---- ------------
- -------- ------------- -------------
<S> <C>
<C> <C> <C>
A. A. Busch III....................... 211,736
7,170,775 1,136,415/ 36,697,857/
566,665 8,137,460
P. T. Stokes.......................... 114,190
4,482,415 628,618/ 22,282,148/
333,332 4,381,218
J. E. Jacob........................... 85,350
3,281,804 299,399/ 9,343,408/
159,999 2,378,727
J. H. Purnell......................... 156,124
4,007,584 280,583/ 9,274,057/
174,999 2,817,164
S. K. Lambright....................... 35,000
1,329,867 354,191/ 12,434,156/
179,999 2,503,727
<FN>
- ------------
<F1> Value before income taxes payable as a result of
exercise.
<F2> Based on the average of the high and low price of the
Company's common
stock on the New York Stock Exchange--Composite
Transactions for 12/31/98
($66.1875).
</TABLE>
PENSION PLANS TABLE
<TABLE>
<CAPTION>
YEARS
OF SERVICE
-------------------------------
- ---------------------------------
ELIGIBLE REMUNERATION 5 10 15
20 25 30 OR MORE
--------------------- - -- --
- -- -- ----------
<S> <C> <C> <C>
<C> <C> <C>
$ 500,000............. $ 41,667 $ 83,333 $125,000 $
166,667 $ 208,333 $ 250,000
1,000,000............. 83,333 166,667 250,000
333,333 416,667 500,000
1,500,000............. 125,000 250,000 375,000
500,000 625,000 750,000
2,000,000............. 166,667 333,333 500,000
666,667 833,333 1,000,000
2,500,000............. 208,334 416,667 625,000
833,333 1,041,667 1,250,000
3,000,000............. 250,000 500,000 750,000
1,000,000 1,250,000 1,500,000
</TABLE>
The Pension Plan Table above shows a range of estimated
annual normal
retirement pension benefits for employees who have the years
of credited service
shown at retirement, and whose eligible remuneration is as
shown. The eligible
remuneration used to compute actual pension benefits would
be the highest sum,
for the calendar year of retirement or any of the four
preceding calendar years,
of the employee's annual base salary as of January 1 of such
year plus the bonus
earned during the prior calendar year. Voluntary deferrals
of salary or bonus
for any year under the Executive Deferred Compensation Plan
are included for the
year of deferral in this determination. The benefits shown
assume continued
service until retirement at age 65 and payment in the form
of a life annuity
with ten years of guaranteed payments. Amounts shown do not
reflect the
applicable deduction for Social Security benefits. Vesting
and payment of part
of the benefits shown are accelerated if certain events
occur that would result
in a change in control of the Company. For the portions of
the foregoing
benefits payable under the programs that are not tax-
qualified, if an excise tax
were imposed on a participant as to such benefits on account
of such a change in
control, the participant's benefits would be increased to
the extent required to
put the participant in the same position after payment of
taxes as if no excise
tax had been imposed.
Years of credited service, to the nearest year, and
compensation covered by
the pension plans for executive officers named in the
Summary Compensation Table
are as follows: Mr. Busch--41 years and $2,880,000; Mr.
Stokes--30 years and
$1,530,000; Mr. Jacob--5 years and $850,000; Mr. Purnell--34
years and $734,000;
and Mr. Lambright--21 years and $779,000.
23
<PAGE> 27
OTHER TRANSACTIONS INVOLVING DIRECTORS, OFFICERS, OR
THEIR ASSOCIATES
In 1993, pursuant to an investment agreement the Company
purchased from
Grupo Modelo, S.A. de C.V., Mexico's largest brewer ("Grupo
Modelo"), equity
securities representing a 10% interest in Grupo Modelo. The
Company also
purchased at that time equity securities representing a 10%
interest in Diblo,
S.A. de C.V., the operating subsidiary of Grupo Modelo
("Diblo"), 76.75% of the
outstanding equity securities of which are owned by Grupo
Modelo. Carlos
Fernandez G. is Vice Chairman of the Board of Directors and
Chief Executive
Officer of Grupo Modelo. Pursuant to the investment
agreement, the Company also
acquired an option to purchase, at then-prevailing market
rates (subject to
certain limits), from trusts for the benefit of certain
controlling shareholders
of Grupo Modelo and Diblo (the "Controlling Shareholders"),
including Mr.
Fernandez' wife and other members of his family, equity
securities sufficient to
increase the Company's interest in Grupo Modelo to 35.12%
and sufficient to
increase the Company's interest in Diblo to 23.25%.
In May 1997, the Company increased its interest in Grupo
Modelo to 35.12%
for an additional $605 million. In June 1997, the Company
exercised its
remaining option to purchase an additional 13.25% interest
in Diblo. In
connection with the exercise by the Company of that option,
the Company and the
Controlling Shareholders pursued arbitration to resolve a
dispute concerning the
purchase price of the Diblo option shares, using the
procedures specified in the
investment agreement. On September 4, 1998, the arbitration
panel determined
that the Company would pay approximately $556 million (U.S.)
for the Diblo
option shares. On September 14, 1998, the Company and the
Controlling
Shareholders completed the purchase and sale of the Diblo
option shares in
accordance with the decision of the arbitration panel, and
the Company now holds
a 50.2% direct and indirect interest in Diblo.
Pursuant to the investment agreement, the Company agreed
to use its best
efforts to maintain a designee of the Controlling
Shareholders on its Board of
Directors so long as the Company or one of its subsidiaries
owns ten percent or
more of the outstanding capital stock of Grupo Modelo. Mr.
Fernandez is the
designee of the Controlling Shareholders for this purpose.
August A. Busch, Jr., a former director of the Company,
was, until his death
in September 1989, the owner of Grant's Farm, a tract of
approximately 225 acres
located in St. Louis County, Missouri, most of which has
been leased and used by
the Company for many years. Upon his death the property
passed to the trustees
of a real estate trust created by his will (the "Trustees")
for the benefit of
certain children of Mr. Busch, Jr., not including August A.
Busch III. The area
includes an animal reservation and numerous other
attractions and facilities.
The Company uses Grant's Farm extensively for entertaining
and conducting public
tours and for other purposes associated with its advertising
and public
relations program. It is one of the most popular tourist
attractions in the St.
Louis area. The leased premises include all of the tract
(except for
approximately 23 acres that have been reserved for the
residents' personal use)
plus an adjacent tract of approximately 7 acres upon which
are situated a
parking lot and a stallion barn. Also, various paintings,
trophies, horsedrawn
vehicles, and other personal property that belonged to Mr.
Busch, Jr. are
displayed during public tours of the premises.
The current lease (the "Lease") became effective January
1, 1982. The Lease
may be terminated by the Company by giving notice at any
time prior to October
31 of any year, to be effective in the following year at the
end of the month
during which the tour season ends. The Trustees may
terminate the Lease by
giving notice at any time prior to October 31 of any year,
to be effective at
the end of the month during which the tour season ends in
the second year
following the year in which notice is given. If the Trustees
terminate the
Lease, they must reimburse the Company for the unamortized
value of all capital
leasehold improvements made by the Company.
Under the Lease, the Trustees will receive a fixed
annual rental of $201,890
throughout the term of the Lease. They will also share in
that portion of income
from the Company's concession operations which exceeds the
approximate income
generated from such operations when they were operated by
Mr. Busch, Jr. The
Lease provides that the Trustees have the responsibility for
the maintenance and
care of the leased premises and the animals and personal
property situated
thereon, and the Company is obligated to reimburse them for
their expenses in
carrying out that responsibility. During the term of the
Lease, the Company has
the right of first refusal to purchase the leased premises
and also to purchase
the 23-acre tract referred to above. The Company also has
the right, under
certain circumstances, to purchase the personal property
covered by the Lease
and certain personal property located in Mr. Busch, Jr.'s
former residence. For
the year 1998, the Trustees received,
24
<PAGE> 28
in the aggregate, from the Company under the Lease: (1)
basic rent of $201,890,
(2) $392,007 as their share of the Company's income from
concession operations,
and (3) $1,366,075 as reimbursement for the actual expenses,
as audited by the
Company's internal audit department, for the maintenance and
care of the leased
premises, the animals, and the personal property situated
thereon.
For many years, Mr. Busch, Jr. provided board and care
for the
Anheuser-Busch, Incorporated ("ABI") Clydesdale horses on
property other than
Grant's Farm. The existing Clydesdale Lease Agreement
between Mr. Busch, Jr. and
ABI first became effective on January 1, 1973. Certain heirs
of Mr. Busch, Jr.
(not including August A. Busch III) succeeded to the
interests of Mr. Busch, Jr.
under the lease, which was amended as of August 31, 1990.
For the year 1998, ABI
paid or will pay under this lease $30,175 as annual rental
and $231,583 as
reimbursement for the actual expenses, as audited by the
Company's internal
audit department, incurred to care for the Clydesdale horses
and the leased
property.
ABI has agreements with Double Eagle Distributing, Inc.
("Double Eagle"),
Southern Eagle Distributing, Inc. ("Southern Eagle"), Tri-
Eagle Sales and City
Beverage, L.L.C. for the distribution of malt beverage
products in Deerfield
Beach, Florida, and Fort Pierce and Ocala, Florida,
Tallahassee, Florida, and
Kent, Washington, respectively. Double Eagle, which is owned
by James B.
Orthwein, Jr. and Percy J. Orthwein II, who are sons of
James B. Orthwein,
purchased $38,047,425 of products from ABI during 1998.
Percy Orthwein is
Chairman of the Board and James B. Orthwein, Jr. is
President and General
Manager of Double Eagle. Peter William Busch, a half brother
of Mr. Busch III,
is the President and majority owner of Southern Eagle.
Southern Eagle purchased
$24,443,324 of products from ABI during 1998. Tri-Eagle
Sales is owned by Tripp
and Susan Busch Transou, the son-in-law and daughter of Mr.
Busch III. Tri-Eagle
Sales purchased $21,080,666 of products from ABI during
1998. Steven Knight, the
son of Charles F. Knight, is the majority owner of City
Beverage, L.L.C., which
purchased $14,839,439 of products from ABI during 1998.
These distribution
agreements are ABI's standard distribution agreements.
In 1998, ABI entered into an agreement with McDonald
Beverage, Inc., its
wholesaler for Lawrence and Leavenworth, Kansas, giving ABI
the right to select
the purchaser of this wholesaler and determine the price of
such a purchase. ABI
subsequently selected as purchaser Classic Eagle
Distributing, L.L.C. For this
selection, Classic Eagle Distributing, L.L.C. paid to ABI
$479,000, and
completed its purchase of McDonald Beverage, Inc. in
December, 1998. ABI
determined a price for this purchase consistent with its
appraised prices for
other ABI wholesalers of similar size and operating
conditions. Stephen K.
Lambright, Jr., the son of Stephen K. Lambright, an
executive officer of the
Company, is an executive of Classic Eagle. He and another
individual have the
right to acquire in the future a controlling interest in
Classic Eagle
Distributing, L.L.C. The transaction was reviewed and
approved in advance by the
Conflict of Interest Committee of the Board of Directors.
Classic Eagle
Distributing, L.L.C. purchased $89,710 of products from ABI
for the nine-day
period in 1998 during which it owned the wholesaler, and its
distribution
agreement with ABI is ABI's standard distribution agreement.
Douglas A. Warner III, a director of the Company, is an
executive officer of
J. P. Morgan & Co., Incorporated ("Morgan"). Morgan and its
subsidiaries have
provided investment banking and related financial services
to the Company during
1998 and are expected to provide similar services to the
Company during 1999.
In November 1998, Ginnaire Rental, Inc. ("Ginnaire"), a
corporation wholly
owned by Mr. Busch III, contracted to occasionally lease
aircraft to the Company
for business use. For 1998, the Company paid $48,180 to
Ginnaire pursuant to the
lease agreement. The leasing fee is an hourly rate intended
to reimburse
Ginnaire for the pro rata share of maintenance costs, engine
reserves and
aircraft insurance, plus excise and use taxes attributed to
the Company's actual
use of the aircraft, without mark-up. The lease agreement
was reviewed and
approved by the Conflict of Interest Committee of the Board
of Directors. Prior
to the lease agreement, the Company occasionally used the
personal aircraft of
Mr. Busch III for Company business. For 1998, the Company
reimbursed Mr. Busch
$129,864 based on the manufacturer's published hourly rate
for fuel, oil,
maintenance and other miscellaneous costs for operating the
aircraft.
In the opinion of the Company's management Business
Practices Committee and
the Board's Conflict of Interest Committee, the terms and
conditions of the
foregoing transactions are at least as favorable to the
Company and its
subsidiaries as those which would be available from
unrelated parties for
comparable transactions.
25
<PAGE> 29
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
The Company's executive officers and directors are
required under the
Securities Exchange Act of 1934 to file reports of ownership
and changes in
ownership of common stock of the Company with the Securities
and Exchange
Commission and the New York Stock Exchange. Copies of those
reports must also be
furnished to the Company.
Based solely on a review of the copies of reports
furnished to the Company
and written representations that no other reports were
required, the Company
believes that during the preceding year all filing
requirements applicable to
executive officers and directors have been complied with.
OTHER MATTERS
The cost of soliciting proxies will be borne by the
Company and will consist
primarily of printing, postage, and handling, including the
expenses of
brokerage houses, custodians, nominees, and fiduciaries in
forwarding documents
to beneficial owners. In addition, to assist in the
solicitation of proxies from
brokers, bank nominees, and other institutional holders and
from other
shareholders, the Company has engaged D. F. King & Co., Inc.
for a fee not to
exceed $10,500 plus out-of-pocket expenses. Solicitation
also may be made by the
Company's officers, directors, or employees, personally or
by telephone.
St. Louis, Missouri
March 12, 1999
26
<PAGE> 30
APPENDIX
Page 21 of the printed proxy contains a performance
graph. The information
contained in the graph is depicted in the table that
immediately follows the
graph.
<PAGE> 31
PROXY
Anheuser-Busch Companies, Inc.
This Proxy Solicited on Behalf of The Board of Directors
for the Annual Meeting of Shareholders
The person(s) signing this proxy form hereby appoints August A. Busch III,
John E. Jacob, and JoBeth G. Brown as proxies, each with the power of
substitution and hereby authorizes them to represent and to vote, as designated
on the reverse side of this form, all of the shares of stock that the
undersigned would be entitled to vote at the Annual Meeting of Shareholders of
Anheuser-Busch Companies, Inc. to be held at Ports of Call at Sea World of
Florida, 7007 Sea World Drive, Orlando, Florida 32821, on April 28, 1999, at
10:00 A.M. local time and at any adjournments thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER INDICATED
BY THE SHAREHOLDER. IN THE ABSENCE OF SUCH INDICATION, SUCH SHARES WILL BE VOTED
FOR THE ELECTION OF DIRECTORS IN ITEM 1 AND FOR ITEMS 2 AND 3 AND AGAINST ITEMS
4 THROUGH 9. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE
DISCRETION OF SAID PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF.
(Be sure to sign and date the reverse side of this form)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE FOLD AND DETACH HERE
ADMISSION TICKET
[LOGO] ANHEUSER-BUSCH COMPANIES
Annual Meeting of Shareholders
April 28, 1999, 10:00 A.M. (local time) at Ports of Call
at Sea World of Florida, 7007 Sea World Drive,
Orlando, Florida 32821
ANHEUSER-BUSCH COMPANIES, INC. Please mark [X]
your votes as
indicated in
this example
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote "FOR" Items 1 through 3.
- --------------------------------------------------------------------------------
1 - ELECTION OF DIRECTORS
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to to vote for all nominees listed
the contrary below) below
[ ] [ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name on the list below.)
01 John E. Jacob 02 Charles F. Knight
03 James B. Orthwein 04 Joyce M. Roche
2 - AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3 - APPROVAL OF INDEPENDENT ACCOUNTANTS
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote "AGAINST" Items 4 through 9.
- --------------------------------------------------------------------------------
4 - SHAREHOLDER PROPOSAL CONCERNING OPTION EXERCISE PERIOD
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5 - SHAREHOLDER PROPOSAL CONCERNING OPTION EXERCISE PRICE
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
6 - SHAREHOLDER PROPOSAL CONCERNING SHAREHOLDER RIGHTS PLAN
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
7 - SHAREHOLDER PROPOSAL CONCERNING BOARD COMPOSITION
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
8 - SHAREHOLDER PROPOSAL CONCERNING CLASSIFIED BOARD
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
9 - SHAREHOLDER PROPOSAL CONCERNING CHAIRMAN OF THE BOARD
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
I plan to attend the meeting YES [ ] NO [ ]
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature Signature Dated: , 1999
---------------- ---------------- ------------
SIGNATURE OF SHAREHOLDER(S) (Sign exactly as your name appears above; in
the case of shares held by joint owners, all joint owners should sign;
fiduciaries should indicate title and authority.)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
-------------------------------------
YOU CAN VOTE IN ONE OF THREE WAYS:
-------------------------------------
1. Call toll-free 1-800- on a touch tone telephone
24 hours a day-7days a week.
There is NO CHARGE to you for this call
or
2. Vote by Internet at our Internet Address: http://
or
3. Mark, sign and date your proxy card and return
promptly in the enclosed envelope.
- --------------------------------------------------------------------------------
IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET, PLEASE FOLLOW THE DIRECTIONS ON
THE YELLOW INSTRUCTION SHEET ENCLOSED
- --------------------------------------------------------------------------------
HAVE YOUR PROXY CARD IN HAND
You will be asked to enter a Control Number, which is located in the box in the
lower right hand corner of this form
Thank you for voting
- --------------------------------------------------------------------------------
Each shareholder may be asked to present valid picture identification, such as
driver's license or employee identification badge, in addition to this admission
ticket.
PLEASE ADMIT: ADMISSION TICKET NON-TRANSFERABLE
[LOGO] ANHEUSER-BUSCH COMPANIES
Two new ways to vote
=====================
Vote by Telephone
=====================
It's fast, convenient, and your vote is immediately
confirmed and posted.
Using a touch-tone phone
call 1-800-
Just follow these 4 easy steps:
1. Read the accompanying Proxy Statement and Voting Instruction form.
2. Call the toll-free number, 1-800-
3. Enter your 11 digit Control Number located in the lower right corner on
your proxy card.
4. Follow the recorded instructions.
Your vote is important!
====================
Vote by Internet
====================
It's fast, convenient, and your vote is immediately
confirmed and posted.
http://
Just follow these 4 easy steps:
1 Read the accompanying Proxy Statement and Voting Instruction form.
2. Go to website http://
3. Enter your 11 digit Control Number located in the lower right corner on
your proxy card.
4. Follow the recorded instructions.
Your vote is important!
Do not return Proxy Card if you are voting by telephone or Internet
<PAGE> 32
PROXY
Anheuser-Busch Companies, Inc.
This Proxy Solicited on Behalf of The Board of Directors
for the Annual Meeting of Shareholders
The undersigned hereby directs the Trustee of the Deferred Income Stock
Purchase and Savings Plans to authorize the proxies (a) to vote as indicated on
the reverse side of this form and (b) to vote, in their discretion, upon such
other business as may properly come before the meeting hereafter described, in
each case with respect to all of the shares of stock for which the undersigned
is entitled to direct the voting under these plans. Such votes are to be cast at
the Annual Meeting of Shareholders of Anheuser-Busch Companies, Inc. to be held
at Ports of Call at Sea World of Florida, 7007 Sea World Drive, Orlando, Florida
32821, on April 28, 1999 at 10:00 a.m., local time, and at any adjournments
thereof.
WHEN PROPERLY EXECUTED AND RETURNED, THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED IN THE MANNER INDICATED BY THE PLAN PARTICIPANT, AND IN THE
ABSENCE OF SUCH INDICATION, SUCH SHARES WILL BE VOTED FOR THE ELECTION OF
DIRECTORS IN ITEM 1 AND FOR ITEMS 2 AND 3 AND AGAINST ITEMS 4 THROUGH 9.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
-------------------------------------
YOU CAN VOTE IN ONE OF THREE WAYS:
-------------------------------------
1. Call toll-free 1-800- on a touch tone telephone
24 hours a day-7 days a week by not later than April 23, 1999
There is NO CHARGE to you for this call
or
2. Vote by Internet at our Internet Address: http://
by not later than April 23, 1999
or
3. Mark, sign and date your proxy card and return promptly
in the enclosed envelope.
ChaseMellon Shareholder Services, L.L.C. must receive your executed proxy
form not later than April 23, 1999.
- --------------------------------------------------------------------------------
IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET, PLEASE FOLLOW THE DIRECTIONS ON
THE YELLOW INSTRUCTION SHEET ENCLOSED
- --------------------------------------------------------------------------------
HAVE YOUR PROXY CARD IN HAND
You will be asked to enter a Control Number, which is located in the box in
the lower right hand corner of this form
Thank you for voting
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
ADMISSION TICKET
[LOGO] ANHEUSER-BUSCH COMPANIES
Annual Meeting of Shareholders
April 28, 1999, 10:00 A.M. (local time) at Ports of Call at Sea World of
Florida, 7007 Sea World Drive, Orlando, Florida 32821
ANHEUSER-BUSCH COMPANIES, INC. Please mark [X]
your votes as
indicated in
this example
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote "FOR" Items 1 through 3.
- --------------------------------------------------------------------------------
1 - ELECTION OF DIRECTORS
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to to vote for all nominees listed
the contrary below) below
[ ] [ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name on the list below.)
01 John E. Jacob 02 Charles F. Knight
03 James B. Orthwein 04 Joyce M. Roche
2 - AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3 - APPROVAL OF INDEPENDENT ACCOUNTANTS
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote "AGAINST" Items 4 through 9.
- --------------------------------------------------------------------------------
4 - SHAREHOLDER PROPOSAL CONCERNING OPTION EXERCISE PERIOD
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5 - SHAREHOLDER PROPOSAL CONCERNING OPTION EXERCISE PRICE
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
6 - SHAREHOLDER PROPOSAL CONCERNING SHAREHOLDER RIGHTS PLAN
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
7 - SHAREHOLDER PROPOSAL CONCERNING BOARD COMPOSITION
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
8 - SHAREHOLDER PROPOSAL CONCERNING CLASSIFIED BOARD
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
9 - SHAREHOLDER PROPOSAL CONCERNING CHAIRMAN OF THE BOARD
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
I plan to attend the meeting YES [ ] NO [ ]
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature Signature Dated: , 1999
----------------------- ----------------- --------
SIGNATURE OF PLAN PARTICIPANT (Sign exactly as your name appears above.)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
[LOGO] ANHEUSER-BUSCH COMPANIES
- --------------------------------------------------------------------------------
To Participants in the Anheuser-Busch Deferred
Income Stock Purchase and Savings Plans
Enclosed with this voting instruction form are the notice and proxy
statement for the Annual Meeting of Shareholders of Anheuser-Busch Companies,
Inc. which will be held on April 28, 1999. The number of shares shown on this
voting instruction form represents the number of shares with respect to which
you are entitled to direct the voting because of your account under one or more
of these plans. In order for these shares to be voted by the trustee of the
plan(s) in accordance with your confidential instructions, ChaseMellon
Shareholder Services, L.L.C. must receive your voting instructions by not later
than April 23, 1999. If your voting instructions are not received by April 23,
1999, shares as to which you are entitled to direct voting will be voted by the
plan trustee as described in the following paragraph.
Your interest in a plan which is invested in the Company stock fund is
measured in terms of share equivalents. Your share equivalents closely
approximate the number of shares as to which you are entitled to direct the
voting. If you do not provide voting instructions, the plan trustee will
vote shares you are entitled to vote.
If you plan to attend the Annual Meeting, please mark the appropriate box
on this proxy form. Present the ticket below to the Anheuser-Busch
representative at the entrance to the meeting. Keep in mind that you will not be
able to vote any plan shares at the meeting; only the plan trustee can vote
these shares as described above.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Each shareholder may be asked to present valid picture identification, such as
driver's license or employee identification badge, in addition to this admission
ticket.
PLEASE ADMIT: ADMISSION TICKET NON-TRANSFERABLE
[LOGO] ANHEUSER-BUSCH COMPANIES
Two new ways to vote
=====================
Vote by Telephone
=====================
It's fast, convenient, and your vote is immediately
confirmed and posted.
Using a touch-tone phone
call 1-800-
Just follow these 4 easy steps:
1. Read the accompanying Proxy Statement and Voting Instruction form.
2. Call the toll-free number, 1-800-
3. Enter your 11 digit Control Number located in the lower right corner on
your proxy card.
4. Follow the recorded instructions.
Your vote is important!
====================
Vote by Internet
====================
It's fast, convenient, and your vote is immediately
confirmed and posted.
http://
Just follow these 4 easy steps:
1 Read the accompanying Proxy Statement and Voting Instruction form.
2. Go to website http://
3. Enter your 11 digit Control Number located in the lower right corner on
your proxy card.
4. Follow the recorded instructions.
Your vote is important!
Do not return Proxy Card if you are voting by telephone or Internet
<PAGE> 33
PROXY
Anheuser-Busch Companies, Inc.
This Proxy Solicited on Behalf of The Board of Directors
for the Annual Meeting of Shareholders
The person(s) signing this proxy form hereby appoints August A. Busch III,
John E. Jacob, and JoBeth G. Brown as proxies, each with the power of
substitution and hereby authorizes them to represent and to vote, as designated
on the reverse side of this form, all of the shares of stock that the
undersigned would be entitled to vote at the Annual Meeting of Shareholders of
Anheuser-Busch Companies, Inc. to be held at Ports of Call at Sea World of
Florida, 7007 Sea World Drive, Orlando, Florida 32821, on April 28, 1999, at
10:00 A.M. local time and at any adjournments thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER INDICATED
BY THE SHAREHOLDER. IN THE ABSENCE OF SUCH INDICATION, SUCH SHARES WILL BE VOTED
FOR THE ELECTION OF DIRECTORS IN ITEM 1 AND FOR ITEMS 2 AND 3 AND AGAINST ITEMS
4 THROUGH 9. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE
DISCRETION OF SAID PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF.
(Be sure to sign and date the reverse side of this form)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
ANHEUSER-BUSCH COMPANIES, INC. Please mark [X]
your votes as
indicated in
this example
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote "FOR" Items 1 through 3.
- --------------------------------------------------------------------------------
1 - ELECTION OF DIRECTORS
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to to vote for all nominees listed
the contrary below) below
[ ] [ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name on the list below.)
01 John E. Jacob 02 Charles F. Knight
03 James B. Orthwein 04 Joyce M. Roche
2 - AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3 - APPROVAL OF INDEPENDENT ACCOUNTANTS
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote "AGAINST" Items 4 through 9.
- --------------------------------------------------------------------------------
4 - SHAREHOLDER PROPOSAL CONCERNING OPTION EXERCISE PERIOD
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5 - SHAREHOLDER PROPOSAL CONCERNING OPTION EXERCISE PRICE
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
6 - SHAREHOLDER PROPOSAL CONCERNING SHAREHOLDER RIGHTS PLAN
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
7 - SHAREHOLDER PROPOSAL CONCERNING BOARD COMPOSITION
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
8 - SHAREHOLDER PROPOSAL CONCERNING CLASSIFIED BOARD
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
9 - SHAREHOLDER PROPOSAL CONCERNING CHAIRMAN OF THE BOARD
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
I plan to attend the meeting YES [ ] NO [ ]
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature Signature Dated: , 1999
---------------- ------------------- --------
SIGNATURE OF SHAREHOLDER(S) (Sign exactly as your name appears above; in
the case of shares held by joint owners, all joint owners should sign;
fiduciaries should indicate title and authority.)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
[LOGO] ANHEUSER-BUSCH COMPANIES
April 9, 1999
Dear Shareholder(s):
The time is approaching for the Annual Meeting of the Shareholders of
Anheuser-Busch Companies, Inc. on April 28, 1999, and our vote tabulator has not
received your Proxy.
It is important that your shares be represented at the meeting. Please
sign, date, and mail the attached duplicate Proxy as soon as possible.
If you plan to attend the Annual Meeting, please mark the appropriate box
on the proxy form above.
Sincerely,
