<PAGE>
<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 16, 2000
Registration Statement No. 33-_______________
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
Registration Statement
Under the
Securities Act of 1933
-----------------------------------------------------------------
ANHEUSER-BUSCH COMPANIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 43-1162835
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
ONE BUSCH PLACE
ST. LOUIS, MISSOURI 63118
(Address of Principal Executive Offices)
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(Full Title of the Plan)
JOBETH G. BROWN
VICE PRESIDENT AND CORPORATE SECRETARY
ANHEUSER-BUSCH COMPANIES, INC.
ONE BUSCH PLACE
ST. LOUIS, MISSOURI 63118
(Name and Address of Agent for Service)
(314) 577-3314
Telephone Number, Including Area Code of Agent for Service
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
--------------------------------------------------------------------------------------------
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share<F*> Offering Price Fee
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 10,000,000 Shares $45.90625 $459,062,500.00 $121,192.50
value $1.00 per
share, including
preferred stock
purchase rights
--------------------------------------------------------------------------------------------
<FN>
<F*>Estimated solely for purposes of calculating the registration fee.
In accordance with Rule 457(h)(1), the proposed offering price of shares was
based on the average of the high and low prices reported on the New York
Stock Exchange on November 9, 2000.
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
<PAGE> 2
PART I
The Section 10(a) prospectus relating to the Plan is omitted from this
Registration Statement pursuant to the Note to Part I of Form S-8.
<PAGE>
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
registration statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000; June 30, 2000 and September 30, 2000.
(c) The descriptions of the Registrant's shares of common stock,
including the preferred stock purchase rights relating thereto, contained in
the Registrant's registration statements filed under the Securities Exchange
Act of 1934, File No. 1-7823, including any amendment or report filed for the
purpose of updating such descriptions.
All documents subsequently filed by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.
Item 4. Description of Securities.
The Registrant's common stock is registered under Section 12(b) of the
Securities Exchange Act of 1934, as amended.
Item 5. Interests of Named Experts and Counsel.
PricewaterhouseCoopers LLP, the Registrant's independent accountants,
have no interest in the Registrant.
Thomas Larson, Esq., Associate General Counsel of the Registrant, has
passed upon the legality of the shares offered under this registration
statement.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law permits the indemnification by a
Delaware corporation of its directors, officers, employees and other agents
against
<PAGE>
<PAGE> 4
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than derivative actions which are by or in the right of the corporation) if
they acted in good faith in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. A similar standard of care is applicable in the case
of derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement
of such an action and requires court approval before there can be any
indemnification where the person seeking indemnification has been found
liable to the corporation.
The Registrant's Restated Certificate of Incorporation provides that
each person who was or is made a party to, or is involved in, any action,
suit or proceeding by reason of the fact that he or she is or was a director
or officer of the Registrant (or was serving at the request of the Registrant
as a director, officer, employee or agent for another entity) while serving
in such capacity will be indemnified and held harmless by the Registrant to
the full extent authorized or permitted by Delaware law. The Restated
Certificate also provides that the Registrant may purchase and maintain
insurance and may also create a trust fund, grant a security interest and/or
use other means (including establishing letters of credit, surety bonds and
other similar arrangements), and may enter into contracts providing for
indemnification, to ensure full payment of indemnifiable amounts.
The Registrant has entered into indemnification agreements with its
directors and its executive officers.
Item 7. Exemptions from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
5.1 Opinion and consent of Thomas Larson, Esq., Associate General Counsel
of the Registrant, concerning the legality of the shares of common
stock being registered hereunder.
5.2 Internal Revenue Service Determination Letter dated January 30, 1995.
23 Consent of Independent Accountants
24.1 Power of Attorney executed by directors and officers of the
Registrant.
Item 9. Undertakings.
<PAGE>
<PAGE> 5
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if
the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
<PAGE>
<PAGE> 6
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis, State of Missouri, on
November 16, 2000.
ANHEUSER-BUSCH COMPANIES, INC.
By: /s/ JOBETH G. BROWN
--------------------------------
JoBeth G. Brown
(Vice President and
Corporate Secretary)
<PAGE>
<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Title Date
<S> <C> <C>
AUGUST A. BUSCH III <F*> Chairman of the Board September 27, 2000
--------------------------- and President and
August A. Busch III Director (Principal
Executive Officer)
W. RANDOLPH BAKER <F*> Vice President September 27, 2000
--------------------------- President and Chief
W. Randolph Baker Financial Officer and
Director (Principal
Financial Officer)
JOHN F. KELLY <F*> Vice President and September 27, 2000
--------------------------- Controller (Principal
John F. Kelly Accounting Officer)
BERNARD A. EDISON <F*> Director September 27, 2000
---------------------------
Bernard A. Edison
CARLOS FERNANDEZ G. <F*> Director September 27, 2000
---------------------------
Carlos Fernandez G.
JOHN E. JACOB <F*> Director September 27, 2000
---------------------------
John E. Jacob
JAMES R. JONES <F*> Director September 27, 2000
---------------------------
James R. Jones
CHARLES F. KNIGHT <F*> Director September 27, 2000
---------------------------
Charles F. Knight
VERNON R. LOUCKS, JR. <F*> Director September 27, 2000
---------------------------
Vernon R. Loucks, Jr.
VILMA S. MARTINEZ <F*> Director September 27, 2000
---------------------------
Vilma S. Martinez
<PAGE>
<PAGE> 8
JAMES B. ORTHWEIN <F*> Director September 27, 2000
---------------------------
James B. Orthwein
WILLIAM PORTER PAYNE <F*> Director September 27, 2000
---------------------------
William Porter Payne
JOYCE M. ROCHE <F*> Director September 27, 2000
---------------------------
Joyce M. Roche
PATRICK T. STOKES <F*> Director September 27, 2000
---------------------------
Patrick T. Stokes
ANDREW C. TAYLOR <F*> Director September 27, 2000
---------------------------
Andrew C. Taylor
Director
---------------------------
Douglas A. Warner III
EDWARD E. WHITACRE, JR. <F*> Director September 27, 2000
---------------------------
Edward E. Whitacre, Jr.
<FN>
<F*> By: /s/ JOBETH G. BROWN
---------------------------
JoBeth G. Brown
Attorney-in-Fact
</TABLE>
<PAGE>
<PAGE> 9
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the Plan) of the Plan have duly
caused this registration statement to be signed by the undersigned thereunto
duly authorized in the City of St. Louis, State of Missouri on November 16,
2000.
ANHEUSER-BUSCH DEFERRED
INCOME STOCK PURCHASE
AND SAVINGS PLAN
By: /s/ JOBETH G. BROWN
---------------------------
JoBeth G. Brown
Committee Member
<PAGE>
<PAGE> 10
EXHIBIT INDEX
5.1 Opinion and consent of Thomas Larson, Esq., Associate General Counsel
of the Registrant, concerning the legality of the shares of common
stock being registered hereunder.
5.2 Internal Revenue Service Determination Letter dated January 30, 1995.
23 Consent of Independent Accountants
24.1 Power of Attorney executed by directors and officers of the
Registrant.
