<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:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
/X/ 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
ANHEUSER [ LOGO ] BUSCH COMPANIES
March 10, 2000
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 26, 2000, in Williamsburg, Virginia.
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. Shareholders of record
also have the option of voting by using a toll-free telephone number or
via the Internet. Instructions for using these services are included on
the proxy card.
Thank you for your continued support of Anheuser-Busch. We look
forward to seeing you on April 26.
Sincerely,
/s/ August A. Busch III
August A. Busch III
Chairman of the Board and President
<PAGE> 3
<TABLE>
TABLE OF CONTENTS
<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: APPROVAL OF THE OFFICER BONUS PLAN.................. 9
ITEM 3: APPROVAL OF INDEPENDENT ACCOUNTANTS................. 11
ITEMS 4-9: SHAREHOLDER PROPOSALS............................ 11
Information Concerning Shareholder Proposals for 2001....... 18
Report of the Executive Salaries and Stock Option Plans
Committees................................................ 19
Compensation Committee Interlocks and Insider
Participation............................................. 21
Summary Compensation Table.................................. 21
Comparison of Five Year Cumulative Total Return............. 22
Option Grants Table......................................... 23
Option Exercises and Year-End Option Values Table........... 24
Pension Plans Table......................................... 24
Other Transactions Involving Directors, Officers, or Their
Associates................................................ 25
Section 16(a) Beneficial Ownership Reporting Compliance..... 26
Other Matters............................................... 26
</TABLE>
<PAGE> 4
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 2000
The Annual Meeting of the Shareholders of Anheuser-Busch Companies, Inc.
(the "Company") will be held at The Kingsmill Resort and Conference Center, 1010
Kingsmill Road, Williamsburg, Virginia, on Wednesday, April 26, 2000, at 10:00
A.M. local time, for the following purposes:
1. To elect six directors, five to serve for a term of three years and one
to serve for a term of two years;
2. To approve the Officer Bonus Plan;
3. To approve the employment of PricewaterhouseCoopers LLP, as independent
accountants, to audit the books and accounts of the Company for 2000; and
4. To act upon such other matters, including the shareholder proposals
(pages 11-18), as may properly come before the meeting.
The Board of Directors has fixed the close of business on February 29, 2000,
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, 1010 Kingsmill Road,
Williamsburg, Virginia 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 10, 2000
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 10, 2000.
VOTING AND REVOCABILITY OF PROXY
Registered shareholders can vote by calling 1-800-840-1208 or voting via the
Internet at http://www.eproxy.com/bud/. 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 Board
of 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 February 29, 2000,
are entitled to vote at the meeting. On such record date the Company had
outstanding and entitled to vote 452,742,605 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 six 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. 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 III expires with this Annual Meeting. The terms of directors of Group I
and Group II expire with the Annual Meetings in 2001 and 2002, respectively. At
its meeting on February 23, 2000, the Board of Directors adopted a resolution
that increased the number of directors of the Company from 14 to 15 effective
April 26, 2000. In order to give effect to Article Fifth of the Company's
Restated Certificate of Incorporation requiring that the number of directors in
each of the three Groups be as nearly equal as possible, one of the six nominees
for election at this meeting is nominated for election as a Group II director,
which Group currently has four directors. The other five nominees are nominated
for election as Group III directors.
The following information is submitted respecting the nominees for election
and the other directors of the Company:
<TABLE>
NOMINEE FOR ELECTION AT THIS MEETING TO A TERM EXPIRING IN 2002 (GROUP II DIRECTOR):
<S> <C>
PATRICK T. STOKES
Mr. Stokes, 57, is a nominee for director. He has been Vice
President and Group Executive of the Company since 1981. He
[STOKES PHOTO] is also President of Anheuser-Busch, Incorporated and
Chairman of the Board of Anheuser-Busch International, Inc.
and has served in such capacities since 1990 and November
1999, respectively. He is also a director of Firstar
Corporation.
NOMINEES FOR ELECTION AT THIS MEETING TO A TERM EXPIRING IN 2003 (GROUP III
DIRECTORS):
BERNARD A. EDISON
Mr. Edison, 71, 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 GenAmerica Corp. 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.
3
<PAGE> 7
VERNON R. LOUCKS, JR.
Mr. Loucks, 65, has been a director since 1988. He has been
Chairman of the Board of InLight, Inc., a developer of
[LOUCKS PHOTO] interactive multi-media patient education and health
information systems, since January 2000. He was Chairman of
the Board of Baxter International Inc., a manufacturer of
health care products, specialty chemicals, and instruments
from 1987-1999 and was Chief Executive Officer of Baxter
International from 1987-1998. He is also a director of
Affymetrix, Inc., GeneSoft, Inc., 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, 56, 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, 52, 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., Premiere
Technologies, Inc., and Healtheon/WebMD. Mr. Payneis a
member of the Executive Salaries and Stock Option Plans
Committees.
EDWARD E. WHITACRE, JR.
Mr. Whitacre, 58, 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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THESE SIX
NOMINEES.
4
<PAGE> 8
DIRECTORS WHOSE TERM CONTINUES UNTIL 2001 (GROUP I DIRECTORS):
AUGUST A. BUSCH III
Mr. Busch, 62, 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., GenAmerica Corp., 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, 33, 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. He is also a
director of Grupo Elektra, S.A. de C.V. Mr. Fernandez is a
member of the Conflict of Interest and Finance Committees.
JAMES R. JONES
Ambassador Jones, 60, has been a director since 1998. He
has been Senior Counsel to the law firm of Manatt, Phelps
[JONES PHOTO] & Phillips and Chairman of the Board of Globeranger.com,
an internet service company, since 1999. He was President -
Warnaco Inc. 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, 52, 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
GenAmerica Corp. He is a member of the Audit and Finance
Committees.
DOUGLAS A. WARNER III
Mr. Warner, 53, 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.
5
<PAGE> 9
DIRECTORS WHOSE TERM CONTINUES UNTIL 2002 (GROUP II DIRECTORS):
JOHN E. JACOB
Mr. Jacob, 65, 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, 64, 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., International Business Machines 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, 75, 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, 52, has been a director since 1998. She has been
an independent marketing consultant since 1999. She was
[ROCHE PHOTO] President and Chief Operating Officerof Carson, Inc., a
personal care products company, from 1996-1998 and Executive
Vice President-Global Marketing of Carson, Inc. from
1995-1996. She was VicePresident-Global Marketing of Avon,
Inc. from 1993-1994. She is also a director of SBC
Communications, Inc. and Tupperware Corporation. Ms.Roche is
a member of the Conflict of Interest 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 2.2% 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>
W. Randolph Baker........................................... 445,229<F2> --
August A. Busch III......................................... 3,661,274<F3> --
Bernard A. Edison........................................... 0<F4> 49,585
Carlos Fernandez G.......................................... 3,100 --
John E. Jacob............................................... 300,843<F5> 5,503
James R. Jones.............................................. 500<F6> --
Charles F. Knight........................................... 16,000 31,749
Stephen K. Lambright........................................ 457,376<F7> --
Vernon R. Loucks, Jr........................................ 2,000 1,994
Vilma S. Martinez........................................... 270 8,285
James B. Orthwein........................................... 1,603,408<F8> --
William Porter Payne........................................ 700 3,189
Joyce M. Roche.............................................. 628 --
Patrick T. Stokes........................................... 987,427<F9> --
Andrew C. Taylor............................................ 15,330 784
Douglas A. Warner III....................................... 2,000 1,221
Edward E. Whitacre, Jr...................................... 2,000 5,318
All directors, nominees, and executive officers as a group
(26 persons).............................................. 10,375,408<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 309,209 shares that are subject to
currently exercisable stock options, of which 52,580 are held in a family
partnership.
<F3> The number of shares includes 1,233,083 shares that are subject to
currently exercisable stock options, of which 365,080 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. 99,765 shares beneficially owned by
members of Mr. Busch's immediate family are not included.
<F4> 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.
<F5> The number of shares includes 279,643 shares that are subject to
currently exercisable stock options, of which 60,000 are held in a trust
for the benefit of the child of Mr. Jacob.
<F6> Mr. Jones has shared voting and shared investment power with respect to
these shares.
<F7> The number of shares includes 373,509 shares that are subject to
currently exercisable stock options. 10,917 shares owned by members of
Mr. Lambright's immediate family are not included.
<F8> Of the shares shown, Mr. Orthwein has shared voting and shared investment
power as to 331,336 shares.
<F9> The number of shares includes 773,150 shares that are subject to
currently exercisable stock options.
<F10> The number of shares stated includes 5,331,156 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 3. The directors, nominees, and executive officers as a group have
sole voting and sole investment power as to 3,080,158 shares and shared
voting and shared investment power as to 940,062 shares. 133,198 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 1999 the Board of Directors held 9 meetings. No current director who
served during 1999 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 $45,000, 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.
Non-employee directors receive an annual grant of options to purchase 2,000
shares of the Company's common stock. Directors who are unable to own the
Company's common stock due to possible conflicts with state alcoholic beverage
control laws receive 2,000 stock appreciation rights ("SARs") payable in cash in
lieu of stock options. The exercise price of these options and SARs is equal to
the fair market value of the Company's common stock on the date of grant. The
options and SARs become exercisable over three years and expire ten years after
grant.
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 25-26,
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 1999 the Committee held four
meetings.
8
<PAGE> 12
NOMINATING COMMITTEE
The functions of the Nominating Committee are 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 Company the names of such nominees, together
with their qualifications for service as a director of the Company. During 1999
the committee held one meeting.
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 1999 the
Committee held four meetings. The Committee's report on 1999 executive
compensation is on pages 19-21.
APPROVAL OF THE ANHEUSER-BUSCH OFFICER BONUS PLAN
(ITEM 2 ON PROXY CARD)
The Board of Directors has directed that there be submitted to the
shareholders a proposal to approve the Anheuser-Busch Officer Bonus Plan (the
"Bonus Plan"). A copy of the Bonus Plan is attached hereto as Exhibit A.
The shareholders approved the Bonus Plan at their annual meeting in 1995. In
order to ensure that the Company be able to continue to fully deduct bonuses and
awards paid under the Bonus Plan for federal income tax purposes, under current
tax rules the Bonus Plan must be approved by the Company's shareholders at least
every five years. The purposes of the Bonus Plan are to attract and retain
outstanding management personnel, to properly motivate such personnel to put
forth their best efforts on behalf of the Company and its shareholders, and to
provide a tax-deductible framework for granting annual bonuses to top
executives. The Board believes that the Bonus Plan, as part of a coordinated
incentive compensation program, has achieved those goals, and that approval of
the Bonus Plan is necessary to continue the Plan's effectiveness.
SUMMARY DESCRIPTION OF THE BONUS PLAN
The following is a description of the major provisions of the Bonus Plan:
Administration by Committee. The Bonus Plan must be administered by a
"Committee" comprised solely of two or more outside directors of the Company.
The Executive Salaries Committee is presently serving as the Committee for the
Bonus Plan.
Bonus and Award Programs. The Bonus Plan authorizes the Committee to
establish programs ("Bonus Programs") which allow payment of cash bonuses
("Bonuses") to Participants based on pre-established minimum performance goal(s)
for designated Performance Periods (as defined in the Bonus Plan).
Eligibility and Participation. All officers of the Company and of its
affiliates ("Eligible Employees") are eligible to participate in the Bonus Plan;
approximately 100 individuals meet this requirement. For each Bonus Program, the
Committee will designate as Participants in the Program one or more Eligible
Employees; the Committee will also designate those Participants who are or may
become "Covered Employees" (as defined in Section 162(m) of the Internal Revenue
Code) for the applicable Performance Period.
Performance Periods. Each Bonus Program will apply with respect to a
designated Performance Period, which will be a fiscal year of the Company or
such shorter period as the Committee may determine. Each Bonus Program must be
established in writing prior to the expiration of any prescribed time period for
the pre-establishment of performance goals under Section 162(m) of the Code.
Performance Criteria and Goals. The Committee will establish one or more
objective, pre-established minimum performance goals (which may be Company-wide
or specific to an affiliate, division, product, and/or geographic area) for each
Bonus Program. Under the Bonus Plan as originally approved, minimum performance
goals must be based on one or more of the following criteria: sales, earnings,
earnings per share, return on equity, return on assets, cash flow, market share,
stock price, costs, and productivity. Beginning with 2000, an
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<PAGE> 13
additional criterion, economic value added, may provide a basis for performance
goals. No Covered Employee will receive any Bonus under any program if the
relevant minimum performance goal is not met.
Amounts of Bonuses. For each Bonus Program, the Committee must establish one
or more formulas or standards for determining the amounts of Bonuses which may
be paid to Participants. Under the Bonus Plan as originally approved, the Bonus
paid to any Covered Employee for any year could not exceed $3 million. Beginning
with 2000, that limit has been increased to $4 million. The Committee has the
discretion to establish the amount of any Bonus payable to any Participant other
than a Covered Employee. The Committee may only reduce and may not increase the
amounts payable to Covered Employees below the formula or standard amount to
reflect individual performance and/or unanticipated factors (in either case,
"Committee Discretion").
Amendment and Termination. The Board may amend the Bonus Plan from time to
time. However, no amendments may be made to the Bonus Plan which would change
the class of employees eligible to receive Bonuses, the performance criteria
upon which minimum performance goals may be based, or the maximum amount of
Bonuses which may be paid to a Covered Employee in a year, without shareholder
approval. The Committee may amend the Bonus Plan in any way if the Committee
determines that such amendment may be made without shareholder approval and
without jeopardizing qualification of Bonuses to Covered Employees as
performance-based compensation under Section 162(m) of the Code.
Acceleration Events. Upon a Change in Control of the Company (as defined in
the Bonus Plan), all Bonuses would become immediately payable in cash, with any
uncompleted Performance Period deemed ended and appropriate adjustments made to
minimum performance goals and formulas to reflect the shortening of such
Performance Period. The Committee would not be permitted to exercise Committee
Discretion to reduce the amounts of Bonuses payable to any Participant and could
make no amendments adverse to any Participant without that Participant's
consent.
Federal Income Tax Consequences. Each Participant in the Bonus Plan will
realize ordinary income equal to the amount of any Bonuses received in the year
of payment, and, with the possible exception of Bonuses paid upon a Change in
Control, the Company will receive a deduction for the amount constituting
ordinary income to all Participants in the Bonus Plan.
THE 2000 BONUS PROGRAM
On February 23, 2000 the Committee established the 2000 Officer Bonus
Program (the "2000 Bonus Program") under the Bonus Plan. The Committee
designated 2000 as the Performance Period and designated as Participants certain
key employees of Anheuser-Busch Companies, Inc. and Anheuser-Busch,
Incorporated, including the executive officers listed in the Summary
Compensation Table on page 21. The 2000 Bonus Program establishes a minimum
performance goal, a bonus pool, and a bonus formula, each of which is based on
pretax earnings for 2000. Bonuses will be paid to Covered Employees under the
2000 Bonus Program only if the shareholders approve the Bonus Plan.
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<PAGE> 14
ESTIMATE OF BENEFITS
The amounts awarded as annual Bonuses under the Bonus Plan for 1997 through
1999 to the executive officers named in the Summary Compensation Table are set
out in the bonus column of that table on page 21. The amounts that will be
awarded to Participants under the Bonus Plan in 2000 and later years are not
currently determinable. The amounts of Bonuses that would have been paid for
1999 if the 2000 Bonus Program had been used to determine the 1999 Bonuses would
have been the same as those actually paid in 1999 as shown below:
<TABLE>
<CAPTION>
NAME AMOUNT OF PAYMENT
---- -----------------
<S> <C>
A. A. Busch III............................................. $2,250,000
P. T. Stokes................................................ 1,250,000
J. E. Jacob................................................. 400,000
S. K. Lambright............................................. 400,000
W. R. Baker................................................. 400,000
All Executive Officers (including the persons named
above)...................................................... 6,465,000
All Non-Executive Directors................................. 0
All Non-Executive Officer Employees......................... 4,037,897
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 2.
------------------------
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 2000. 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
236 shares of common stock of the Company, has submitted the following proposal:
"RESOLVED: That Anheuser-Busch 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 workforce) reduction."
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<PAGE> 15
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. 'update' 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 at
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."
------------------------
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
A virtually identical proposal was defeated by shareholders at last year's
Annual Meeting of Shareholders.
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.
------------------------
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SHAREHOLDER PROPOSAL CONCERNING OPTION EXERCISE PRICE
(ITEM 5 ON PROXY CARD)
Stephen C. Spillane, 90 Vesey Street, Brockton, MA 02301, beneficial owner
of 367 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-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
'At the very least, every proposal to reprice existing options should be
put to a shareholder vote. No less important, repricing for top execs
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.
A virtually identical proposal was defeated by shareholders at last year's
Annual Meeting of Shareholders.
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
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<PAGE> 17
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 1,176 shares of common stock of the Company, has submitted the following
proposal:
"RESOLVED: That the Shareholders of Anheuser-Busch Companies, 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.
"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.
A virtually identical proposal was defeated by shareholders at last year's
Annual Meeting of Shareholders. Since then, the Board of Directors has reviewed
the Company's Shareholder Rights Plan.
Based on its review, the Board continues to believe that the Rights Plan
protects value for all shareholders and should be maintained. However, the Board
concluded that it is desirable to periodically review the Rights Plan and, in
December 1999, it adopted a policy requiring a biennial review of the Plan by a
committee of independent directors consisting of James R. Jones, Vilma S.
Martinez, and Andrew C. Taylor.
The Board believes that the Rights Plan protects the Company's shareholders
against unsolicited attempts to gain control of the Company that do not provide
fair value to all shareholders. These include partial or two-tier bids that fail
to treat all shareholders equally, a creeping acquisition of the Company through
open market stock purchases, and other acquisition tactics that the Board
believes are unfair to the Company's shareholders and are not in their best
interests.
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 Rights 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
14
<PAGE> 18
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. 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 884
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;
* has no personal services contract with the Company or any 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 Shareholder of
Diblo.
* James B. Orthwein, President and General Manager of Double Eagle
Distributing.
* 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.
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<PAGE> 19
* 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 Bevereage [sic], L.L.C. City Beverages, L.L.C. paid $5,437,000 for
the wholesalership.
* Director William Webster is a partner at Milbank, Tweed, Hadely & 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.
A virtually identical proposal was defeated by shareholders at last year's
Annual Meeting of Shareholders.
The Company recognizes the importance of having independent, non-management
directors. For this reason, only two of the current 14 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.
------------------------
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's 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 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.
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<PAGE> 20
"Generally, shareholders have grown hostile to classified boards. This is
especially important for employee shareholders. In 1999, shareholders voted
to declassify boards with a majority at Cendant, Cooper Tire & Rubber,
Kaufman & Broad Home, Oregon Steel and Tenneco. 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.
"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.
A virtually identical proposal was defeated by shareholders at last year's
Annual Meeting of Shareholders.
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.
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.
------------------------
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<PAGE> 21
SHAREHOLDER PROPOSAL CONCERNING CHAIRMAN OF THE BOARD
(ITEM 9 ON PROXY CARD)
Paul M. Cannon, 81 Cochato Road, Braintree, MA 02184, beneficial owner of
769 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 of 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.
A virtually identical proposal was defeated by shareholders at last year's
Annual Meeting of Shareholders.
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.
Since only two of the Board's current 14 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 2001
For inclusion in the Company's Proxy Statement and form of proxy, any
shareholder proposals intended to be presented at the 2001 Annual Meeting must
be received by the Company at its principal executive offices no later than
November 10, 2000.
Shareholders of record who do not submit proposals for inclusion in the
Proxy Statement but who intend to submit a proposal at the 2001 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
Vice President
18
<PAGE> 22
and Secretary and received at the Company's principal executive offices not
earlier than December 27, 2000 and not later than January 26, 2001. 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.
1999 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 22); 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 for base
19
<PAGE> 23
salary and bonus and the 75th percentile for long-term incentives after
adjusting for the different magnitude of sales for each company, using a
method called regression analysis. An executive's total compensation is
considered to be at the market level if it falls (PM)20% of the targeted
compensation. Mr. Busch's total compensation for 1999 was at the market
level for total compensation compared to his peers from 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. Mr. Busch's 1999 base salary of $1,130,000 was at the
market level of salaries for CEOs in the comparable group of companies.
Salaries for other executive officers were targeted at the market level
where appropriate benchmarks were available. Actual 1999 salaries were within
(PM)20% of the targeted salary and were determined by a subjective evaluation of
responsibilities, individual performance, and to a lesser degree, length of
service.
BONUS:
1999 bonuses for Mr. Busch, 13 other executive officers and 37 other
officers were paid under the Officer Bonus Plan (the "Plan"), which was approved
by shareholders at the 1995 Annual Meeting. The Plan authorizes 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 1999 the Committee adopted the 1999 Officer
Bonus Program ("1999 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 1999 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 2000 the Committee certified that the 1999 performance goal was
met and approved individual bonuses. The Company achieved record sales and
earnings in 1999. 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 1999
Program, any adjustments to the bonuses for the participating executives named
in the summary compensation table on page 21 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 1999 bonus was $2,250,000.
LONG-TERM INCENTIVES:
Stock options are the Company's only long-term incentive. Stock option
awards are made to approximately 850 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 1999, the Committee granted Mr. Busch options for 425,000
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 $1 million, except to the extent such
excess constitutes performance-based compensation. The Committee considers its
primary goal is to design compensation strategies that further the best
interests of the Company and its shareholders. To the extent they are not
inconsistent with that goal, the Committee will
20
<PAGE> 24
attempt where practical to use compensation policies and programs that preserve
the deductibility of compensation expenses.
Stock options granted under the 1998 Incentive Stock Plan and bonuses paid
pursuant to the Officer Bonus Plan are designed to qualify as performance-based
compensation.
Executive Salaries and Stock Option Plans Committees
Bernard A. Edison--Chairman
Vilma S. Martinez
Vernon R. Loucks, Jr.
William Porter Payne
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
All members of the Executive Salaries and Stock Option Plans Committees are
independent, non-employee directors.
Mr. Busch is a member of the Human Resources Committee of SBC
Communications, Inc. Mr. Whitacre, an Executive Officer of SBC Communications,
Inc., is a Director of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION<F1> COMPENSATION
----------------------------------------------- ------------ ALL
AWARDS OF OTHER
OTHER ANNUAL STOCK COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) OPTIONS (#) ($)<F2>
- --------------------------- ---- ---------- --------- ---------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
A. A. Busch III 1999 1,130,000 2,250,000 23,379 425,000 94,962
Chairman of the Board 1998 1,107,750 1,750,000 26,424 400,000 88,025
and President 1997 1,107,750 691,000 20,658 300,000 82,970
P. T. Stokes 1999 730,000 1,250,000 12,210 250,000 56,251
Vice President and 1998 650,000 800,000 13,813 200,000 46,815
Group Executive 1997 650,000 300,000 10,837 150,000 43,434
J. E. Jacob 1999 500,000 400,000 17,123 100,000 39,601
Executive Vice 1998 457,000 350,000 16,981 100,000 33,692
President and Chief 1997 457,000 125,000 15,555 90,000 31,965
Communications Officer
S. K. Lambright 1999 429,000 400,000 5,732 100,000 36,913
Group Vice President 1998 390,000 350,000 5,516 100,000 35,238
and General Counsel 1997 390,000 125,000 5,664 90,000 31,759
W. R. Baker 1999 415,000 400,000 3,976 100,000 29,936
Vice President and 1998 375,000 250,000 5,514 100,000 23,462
Chief Financial Officer 1997 375,000 87,500 8,087 97,500 22,395
<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 1999 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 $59,158 for Mr.
Busch, $37,928 for Mr. Stokes, $26,039 for Mr. Jacob, $22,323 for Mr.
Lambright and $21,591 for Mr. Baker. 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 $31,215 for Mr. Busch, $18,323 for
Mr. Stokes, $13,562 for Mr. Jacob, $11,084 for Mr. Lambright and
$7,618 for Mr. Baker.
(c) Payment of director fees from subsidiary or affiliated companies of
$4,589 for Mr. Busch, $3,506 for Mr. Lambright, and $727 for
Mr. Baker.
</TABLE>
21
<PAGE> 25
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN<F*>
ANHEUSER-BUSCH COMPANIES, INC., S&P 500 INDEX
AND RUSSELL TOP 200 INDEX<F**>
(12/31/94-12/31/99)
[GRAPH]
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
1994 1995 1996 1997 1998 1999
- -----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Anheuser-Busch $100.0 $135.1 $168.6 $189.8 $288.9 $317.1
S&P 500 100.0 137.4 168.9 225.2 289.4 350.3
Russell Top 200 Index 100.0 139.4 172.8 232.5 311.5 379.4
- -----------------------------------------------------------------------
<FN>
- -------
<F*> Assumes $100 invested on December 31 of first year of chart in
Anheuser-Busch Companies, Inc. Common Stock, S&P 500 Index and Russell
Top 200 Index and that all dividends were reinvested.
<F**> Because only one of the other three leading domestic brewers is an
independent publicly traded company, the Company has elected to compare
shareholder returns with the Russell Top 200 Index. This Index is
comprised of the 200 largest publicly held companies, including
Anheuser-Busch.
<F***> Compound Annual Growth Rate.
</TABLE>
22
<PAGE> 26
OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS<F1> FOR OPTION TERM<F2>
------------------------------------------------ -----------------------------
% OF TOTAL
OPTIONS
NUMBER OF GRANTED
SECURITIES TO
UNDERLYING EMPLOYEES EXERCISE
OPTIONS IN PRICE EXPIRATION
NAME GRANTED (#) 1999<F3> ($/SH) DATE 0%<F4> 5% 10%
---- ----------- ---------- -------- ---------- ------ -- ---
<S> <C> <C> <C> <C> <C> <C> <C>
A. A. Busch III...... 425,000 8.10% $75.78 11/23/09 $0 $ 20,254,842 $ 51,329,747
P. T. Stokes......... 250,000 4.76 75.78 11/23/09 0 11,914,613 30,193,969
J. E. Jacob.......... 100,000 1.91 75.78 11/23/09 0 4,765,845 12,077,588
S. K. Lambright...... 100,000 1.91 75.78 11/23/09 0 4,765,845 12,077,588
W. R. Baker.......... 100,000 1.91 75.78 11/23/09 0 4,765,845 12,077,588
All Shareholders..... N/A N/A N/A N/A 0 22,099,223,265 56,003,775,556
All Employee
Optionees.......... 5,248,441 100.0 75.78 N/A 0 250,132,563 633,885,080
Employee 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 24,
1999. 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 1999 grant which normally would become
exercisable on November 24, 2000 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 1999 grant vested on November 24,
1999. Mr. Jacob also made such a gift, and 20,000 of his 1999 grant vested
on November 24, 1999. 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 1999 to the named
officers were: Mr. Busch III, 423,681; Mr. Stokes, 248,681; Mr. Jacob,
98,681; Mr. Lambright, 98,681 and Mr. Baker, 98,681.
<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 463.7 million shares outstanding at November 30, 1999 and a
per share price of $75.78.
<F3> Based on 5,248,441 options granted to 855 employees during 1999.
<F4> No gain to the optionees is possible without an increase in stock price,
which will benefit all shareholders commensurately. A zero percent stock
price appreciation will result in zero dollars for the optionee.
</TABLE>
23
<PAGE> 27
AGGREGATED OPTION EXERCISES IN 1999 AND 1999 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT
OPTIONS AT 12/31/99
12/31/99 (#) ($)<F1><F2>
------------ ------------------
SHARES VALUE
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) ($)<F1> UNEXERCISABLE UNEXERCISABLE
---- ------------ -------- ------------- -------------
<S> <C> <C> <C> <C>
A. A. Busch III....................... 203,332 10,807,197 1,233,083/ 37,663,674/
691,665 5,678,108
P. T. Stokes.......................... 5,468 317,440 773,150/ 28,075,697/
433,332 2,839,040
J. E. Jacob........................... 103,090 5,186,963 279,643/ 7,930,988/
176,665 1,557,157
S. K. Lambright....................... 64,016 3,391,825 373,509/ 12,930,255/
196,665 1,557,157
W. R. Baker........................... 76,442 3,763,310 309,209/ 10,155,659/
199,165 1,625,986
<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 12/31/99
($70.9063).
</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
3,500,000........... 291,667 583,333 875,000 1,166,667 1,458,333 1,750,000
4,000,000........... 333,333 666,667 1,000,000 1,333,333 1,666,667 2,000,000
</TABLE>
The Pension Plans 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 a special
additional 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 the
special tax as if the special tax had not been imposed.
24
<PAGE> 28
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--42 years and $3,402,600; Mr. Stokes--31 years and
$2,150,000; Mr. Jacob--6 years and $950,000; Mr. Lambright--22 years and
$870,000 and Mr. Baker--29 years and $875,000.
OTHER TRANSACTIONS INVOLVING DIRECTORS, OFFICERS, OR THEIR ASSOCIATES
In 1993, pursuant to an investment agreement, the Company purchased equity
securities of Grupo Modelo, S.A. de C.V., Mexico's largest brewer ("Grupo
Modelo"), and of Diblo, S.A. de C.V., the operating subsidiary of Grupo Modelo
("Diblo"). The Company subsequently exercised options obtained by it under the
investment agreement to acquire additional equity securities of Grupo Modelo and
Diblo and now holds a 50.2% direct and indirect interest in Diblo. 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
agreed to use its best efforts to maintain on its Board of Directors a designee
of the controlling shareholders of Grupo Modelo and Diblo as 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 that designee.
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 1999, the Trustees received in the aggregate, from the Company under
the Lease: (1) basic rent of $201,890, (2) $426,350 as their share of the
Company's income from concession operations, and (3) $1,387,396 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 1999, ABI
paid or will pay under this lease $30,625 as annual rental and $244,081
25
<PAGE> 29
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, City
Beverage, L.L.C., and Classic Eagle Distributing, L.L.C. ("Classic Eagle") for
the distribution of malt beverage products in Deerfield Beach, Florida, Fort
Pierce, Florida, Tallahassee, Florida, Kent, Washington and Lawrence and
Leavenworth, Kansas, respectively. Double Eagle, which is owned by James B.
Orthwein, Jr. and Percy J. Orthwein II, who are sons of James B. Orthwein,
purchased $38,339,182 of products from ABI during 1999. 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
$26,427,770 of products from ABI during 1999. 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 $21,833,671 of products from ABI during 1999. Steven Knight, the
son of Charles F. Knight, is the majority owner of City Beverage, L.L.C., which
purchased $15,584,851 of products from ABI during 1999. Classic Eagle, which is
owned by Stephen K. Lambright, Jr., the son of Stephen K. Lambright, and another
individual purchased $7,991,979 of products from ABI during 1999. These
distribution agreements are ABI's standard distribution agreements.
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
1999 and are expected to provide similar services to the Company during 2000.
Ginnaire Rental, Inc. ("Ginnaire"), a corporation wholly owned by Mr. Busch
III, contracted to occasionally lease aircraft to the Company for business use.
For 1999, the Company paid $354,998 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.
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.
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, except that one
transaction by Mr. Jones was reported late.
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 10, 2000
26
<PAGE> 30
EXHIBIT A
ANHEUSER-BUSCH
OFFICER BONUS PLAN
(AS AMENDED AND RESTATED ON NOVEMBER 24, 1999)
SECTION 1. ESTABLISHMENT OF PLAN
Anheuser-Busch Companies, Inc. does hereby adopt the Anheuser-Busch Officer
Bonus Plan set forth herein for the purpose of attracting, motivating and
rewarding certain employees of the Company with qualified performance-based
compensation.
SECTION 2. DEFINITIONS
2.1. Affiliate: Any entity in which the Company has a substantial direct or
indirect equity interest.
2.2. Board: The Board of Directors of the Company.
2.3. Bonus: The amount payable to any Participant with respect to a Program.
2.4. Change in Control: A change in control as that term is defined in
Section 10.
2.5. Code: The Internal Revenue Code of 1986, as amended, and the
regulations and interpretations promulgated thereunder.
2.6. Committee: The Committee described in Section 9.
2.7. Company: Anheuser-Busch Companies, Inc.
2.8. Covered Employee: A "covered employee" as that term is defined in
Section 5.
2.9. Eligible Employee: A person who is eligible to participate in the Plan
in accordance with Section 5.
2.10. Exchange Act: The Securities Exchange Act of 1934, as amended, and the
regulations and interpretations promulgated thereunder.
2.11. Participant: An Eligible Employee who is designated as a Participant
in a Program pursuant to Section 5.
2.12. Performance Goal: A Performance Goal as defined in Section 6.
2.13. Performance Period: A fiscal year of the Company or such shorter
period as the Committee may designate in accordance with Section 4 with respect
to which Bonuses may be paid under a Program.
2.14. Plan: The Anheuser-Busch Officer Bonus Plan, as amended from time to
time.
2.15. Program: A Bonus Program established by the Committee which designates
the Participants, the Covered Employees, a Performance Period, Performance
Goals, and formulas or standards for determining the amounts of Bonuses payable
under the Plan.
SECTION 3. BONUS PROGRAMS
The Committee shall have the authority to establish one or more Programs
pursuant to which Bonuses may be paid to one or more Participants.
SECTION 4. PERFORMANCE PERIODS
For each Program, the Committee shall set forth a Performance Period over
which performance will be measured to determine whether and in what amounts to
pay Bonuses to Participants. Each Program must be established in writing prior
to the expiration of any prescribed time period for the pre-establishment of
performance goals under Section 162(m) of the Code.
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<PAGE> 31
SECTION 5. ELIGIBILITY, PARTICIPATION AND COVERED EMPLOYEES
Officers of the Company and its Affiliates shall be Eligible Employees. For
each Program, the Committee shall designate as Participants one or more Eligible
Employees. Each Program shall also set forth those individuals the Committee
believes may be or become covered employees as that term is defined in Section
162(m) of the Code ("Covered Employees") for the applicable Performance Period.
SECTION 6. PERFORMANCE CRITERIA AND GOALS
All Bonuses shall be based upon one or more of the following criteria, which
may be Company-wide or specific to an Affiliate, division, product, and/or
geographic area: sales, earnings, earnings per share, return on equity, return
on assets, cash flow, market share, stock price, costs, productivity and
economic value added. For each Program and for each Participant, the Committee
shall designate one or more objective performance goals based upon one or more
of the criteria listed above ("Performance Goals"). No Bonus shall be paid to
any Covered Employee if the applicable Performance Goal(s) are not satisfied.
SECTION 7. AMOUNT OF BONUS
For each Program, the Committee shall designate an objective formula or
standard for determining the dollar amount of each Participant's Bonus. In no
event shall the total amount of Bonuses paid to any Covered Employee for any
year exceed $4 million. Except with respect to Bonuses payable to Covered
Employees, and notwithstanding failure to satisfy the applicable Performance
Goal(s), the Committee shall have the discretion to increase or reduce the
amount of any Participant's Bonus above or below the standard or formula amount
to reflect individual performance and/or unanticipated factors; the Committee
may only reduce the amount of any Bonuses payable to Covered Employees below the
standard or formula amount to reflect individual performance and/or
unanticipated factors.
SECTION 8. PAYMENT OF BONUSES
After the close of each Performance Period, the Committee shall certify in
writing the achievement of the applicable Performance Goal(s) and the amount of
any Bonuses payable to Covered Employees under the applicable formula(s) or
standard(s). All or part of the Bonuses payable to Participants who are not
Covered Employees may be paid prior to the end of a Performance Period on an
estimated basis, subject to adjustment in the discretion of the Committee. All
or part of the Bonuses payable to Covered Employees may be paid prior to the end
of a Performance Period only if such earlier payment does not result in such
Bonuses failing to constitute qualified performance-based compensation under
Section 162(m) of the Code (e.g., if achievement of the applicable Performance
Goal(s) can be certified prior to the end of the Performance Period or if final
regulations allow earlier payment on an estimated basis subject to adjustment).
No Bonuses shall be paid under this Plan to Covered Employees until the Plan has
received shareholder approval as required by Section 162(m) of the Code. Subject
to the foregoing, the timing of payment of all Bonuses to both Covered Employees
and Participants who are not Covered Employees shall be within the sole
discretion of the Committee. The Company shall withhold from any amount payable
under the Plan all taxes required to be withheld by any federal, state or local
government.
SECTION 9. ADMINISTRATION BY COMMITTEE
The Plan shall be administered by a Committee established by the Board. The
Committee shall be comprised of at least two outside directors of the Company as
that term is defined for purposes of Section 162(m) of the Code. Until changed
by the Board, the members of the Executive Salaries Committee shall serve as the
members of the Committee. The Committee shall have full power and authority to
administer and interpret the Plan and to adopt such rules, regulations,
agreements, guidelines and instruments for the administration of the Plan and
for the conduct of its business as the Committee deems necessary or advisable.
A-2
<PAGE> 32
SECTION 10. CHANGE IN CONTROL
10.1. Change in Control Defined. For purposes of this Plan, a "Change in
Control" shall occur if:
(a) Any Person (as defined herein) becomes the beneficial owner directly
or indirectly (within the meaning of Rule 13d-3 under the Exchange Act) of
more than 50% of the Company's then outstanding voting securities (measured
on the basis of voting power);
(b) The shareholders of the Company approve a definitive agreement to
merge or consolidate the Company with any other corporation, other than an
agreement providing for (i) a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity), in combination
with the ownership of any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, at least 50% of the combined
voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or (ii) a
merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person acquires more than 50%
of the combined voting power of the Company's then outstanding securities;
(c) A change occurs in the composition of the Board during any period of
twenty-four consecutive months such that individuals who at the beginning of
such period were members of the Board cease for any reason to constitute at
least a majority thereof, unless the election, or the nomination for
election by the Company's shareholders, of each new director was approved by
a vote of at least two-thirds of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved; or
(d) The shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by
the Company of all or substantially all the Company's assets.
For purposes of this paragraph, "Person" shall have the meaning given in
Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d)
and 14(d) thereof; however, a Person shall not include (w) the Company or
any of its subsidiaries, (x) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its subsidiaries,
(y) an underwriter temporarily holding securities pursuant to an offering of
such securities, or (z) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of Company stock.
10.2. Acceleration Upon Change in Control. On the date a Change in Control
occurs, notwithstanding anything else to the contrary herein, (i) all Bonuses
with respect to a completed Performance Period shall be immediately payable in
cash, (ii) with respect to the current Performance Period, such Performance
Period shall be deemed to have ended and the applicable Performance Goal(s) and
formula(s) or standard(s) shall be appropriately adjusted to reflect the length
of such Performance Period in comparison to the originally established
Performance Period, and all Bonuses for such Performance Period shall be
immediately payable in cash on a pro-rated basis, (iii) the Committee shall not
have the discretion provided in Section 7 to reduce the amount of any
Participant's Bonus below the amount which would otherwise have been payable to
the Participant under the applicable formula or standard and under this Section
10, and (iv) the provisions of this Section 10 may not be amended adversely to
any Participant without the written consent of such Participant. If by reason of
this Section 10 an excise or other special tax ("Excise Tax") is imposed on any
payment under the Plan (a "Required Payment"), the amount of each Required
Payment shall be increased by an amount which, after payment of income taxes,
payroll taxes and Excise Tax thereon, will equal such Excise Tax on the Required
Payment; provided, however that the total amount paid to any Covered Employee
shall not exceed the maximum set forth in Section 7 unless exceeding such
maximum, or a provision allowing Bonuses to exceed such maximum, would not
jeopardize qualification of all Bonuses to Covered Employees under the Plan as
performance-based compensation under Section 162(m) of the Code.
A-3
<PAGE> 33
SECTION 11. AMENDMENT AND TERMINATION
The Board reserves the right to amend or terminate the Plan in whole or in
part at any time. Unless otherwise prohibited by applicable law, any amendment
required to conform to Section 162(m) of the Code may be made by the Committee.
No amendment may be made to the class of individuals constituting Eligible
Employees under Section 5, the performance criteria under Section 6 or the
maximum Bonus payable to any Covered Employee under Section 7 without
shareholder approval unless shareholder approval is not required in order for
Bonuses paid to Covered Employees to constitute qualified performance-based
compensation under Section 162(m) of the Code. The Committee may amend the Plan
in any way if the Committee determines that such amendment may be made without
shareholder approval and without jeopardizing qualification of Bonuses to
Covered Employees as performance-based compensation under Section 162(m) of the
Code.
SECTION 12. MISCELLANEOUS
12.1. Effective Date. The Plan shall become effective as of January 1, 1995.
12.2. No Guarantee of Employment or Compensation. The Plan shall not
restrict the Company or any Affiliate from discharging an Eligible Employee from
employment, restrict any Eligible Employee from resigning from such employment,
or restrict the Company or any Affiliate from increasing or decreasing the
compensation of any Eligible Employee.
12.3. Claims. Except in the case of a Change in Control, no person shall
have any claim to any Bonus. There is no obligation for uniformity of treatment
of Eligible Employees.
12.4. No Alienation. Except as required by law, amounts payable under the
Plan shall not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or
levy of any kind, either voluntary or involuntary.
12.5. Other Incentive Plans. Nothing contained in the Plan shall prohibit
the Company from granting other performance awards to employees (including
Eligible Employees) under such conditions, and in such form and manner, as it
sees fit. The adoption of the Plan does not preclude the adoption of any other
bonus or incentive plan for employees.
12.6. Governing Law. Subject to the provisions of applicable federal law,
the Plan shall be administered, construed and enforced according to the laws of
the State of Missouri and in Courts situated in that State.
12.7. Severability. The invalidity of any particular clause, provision or
covenant herein shall not invalidate all or any part of the remainder of the
Plan, but such remainder shall be and remain valid in all respects as fully as
the law will permit.
A-4
<PAGE> 34
- -------------------------------------------------------------------------------
ANHEUSER-BUSCH COMPANIES, INC.
Please mark
your vote as [X]
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 Patrick T. Stokes 02 Bernard A. Edison
03 Vernon R. Loucks, Jr. 04 Vilma S. Martinez
05 William Porter Payne 06 Edward E. Whitacre, Jr.
----------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2 - APPROVAL OF THE [ ] [ ] [ ]
ANHEUSER-BUSCH OFFICER
BONUS PLAN
3 - APPROVAL OF INDEPENDENT [ ] [ ] [ ]
ACCOUNTANTS
----------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" ITEMS 4 THROUGH 9.
----------------------------------------------------------------------------
FOR AGAINST ABSTAIN
4 - SHAREHOLDER PROPOSAL [ ] [ ] [ ]
CONCERNING OPTION EXERCISE
PERIOD
5 - SHAREHOLDER PROPOSAL [ ] [ ] [ ]
CONCERNING OPTION EXERCISE
PRICE
6 - SHAREHOLDER PROPOSAL [ ] [ ] [ ]
CONCERNING SHAREHOLDER
RIGHTS PLAN
7 - SHAREHOLDER PROPOSAL [ ] [ ] [ ]
CONCERNING BOARD
COMPOSITION
8 - SHAREHOLDER PROPOSAL [ ] [ ] [ ]
CONCERNING CLASSIFIED BOARD
9 - SHAREHOLDER PROPOSAL [ ] [ ] [ ]
CONCERNING CHAIRMAN OF THE
BOARD
----------------------------------------------------------------------------
Y
I PLAN TO ATTEND THE MEETING E [ ]
S
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
Signature _______________________________________________
Signature _______________________________________________
Dated: _____________________, 2000
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 1-800-840-1208 on a touch tone telephone from the US or
Canada 24 hours a day-7 days a week.
There is NO CHARGE to you for this call.
OR
--
2. Vote by Internet at our Internet Address: http://www.eproxy.com/bud/
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, 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
---------------------------
CONTROL NUMBER
---------------------------
- -------------------------------------------------------------------------------
<PAGE> 35
- -------------------------------------------------------------------------------
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 the Kingsmill
Resort and Conference Center, 1010 Kingsmill Road, Williamsburg, Virginia, on
April 26, 2000, 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, 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
[ANHEUSER-BUSCH LOGO]
ANNUAL MEETING OF SHAREHOLDERS
April 26, 2000, 10:00 A.M. (local time) at the Kingsmill Resort
and Conference Center, 1010 Kingsmill Road,
Williamsburg, Virginia
- -------------------------------------------------------------------------------
<PAGE> 36
- -------------------------------------------------------------------------------
ANHEUSER-BUSCH COMPANIES, INC.
Please mark
your vote as [X]
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 Patrick T. Stokes 02 Bernard A. Edison
03 Vernon R. Loucks, Jr. 04 Vilma S. Martinez
05 William Porter Payne 06 Edward E. Whitacre, Jr.
-----------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2 - APPROVAL OF THE [ ] [ ] [ ]
ANHEUSER-BUSCH OFFICER
BONUS PLAN
3 - APPROVAL OF INDEPENDENT [ ] [ ] [ ]
ACCOUNTANTS
-----------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" ITEMS 4 THROUGH 9.
-----------------------------------------------------------------------------
FOR AGAINST ABSTAIN
4 - SHAREHOLDER PROPOSAL [ ] [ ] [ ]
CONCERNING OPTION EXERCISE
PERIOD
5 - SHAREHOLDER PROPOSAL [ ] [ ] [ ]
CONCERNING OPTION EXERCISE
PRICE
6 - SHAREHOLDER PROPOSAL [ ] [ ] [ ]
CONCERNING SHAREHOLDER
RIGHTS PLAN
7 - SHAREHOLDER PROPOSAL [ ] [ ] [ ]
CONCERNING BOARD
COMPOSITION
8 - SHAREHOLDER PROPOSAL [ ] [ ] [ ]
CONCERNING CLASSIFIED BOARD
9 - SHAREHOLDER PROPOSAL [ ] [ ] [ ]
CONCERNING CHAIRMAN OF THE
BOARD
-----------------------------------------------------------------------------
Y
I PLAN TO ATTEND THE MEETING E [ ]
S
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
Signature _______________________________________________
Dated: _____________________, 2000
SIGNATURE OF PLAN PARTICIPANT
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
[ANHEUSER-BUSCH LOGO]
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 26, 2000. 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 21, 2000. If your voting instructions are not received by
April 21, 2000, 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 VOTING INSTRUCTION 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
--------------------------
CONTROL NUMBER
--------------------------
- -------------------------------------------------------------------------------
<PAGE> 37
- -------------------------------------------------------------------------------
VOTING INSTRUCTION CARD
ANHEUSER-BUSCH COMPANIES, INC.
THESE VOTING INSTRUCTIONS ARE 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 the Kingsmill Resort and Conference Center,
1010 Kingsmill Road, Williamsburg, Virginia, on April 26, 2000, at 10:00 A.M.
local time and at any adjournments thereof.
WHEN PROPERLY EXECUTED AND RETURNED, THE SHARES REPRESENTED BY THIS
VOTING INSTRUCTION CARD WILL BE VOTED IN THE MANNER INDICATED BY THE PLAN
PARTICIPANT, AND IN THE ABSENCE OF SUCH INDICATION, SUCH SHARES WILL BE VOTED
BY THE TRUSTEE IN ACCORDANCE WITH INSTRUCTIONS FROM THE PLANS' ADMINISTRATIVE
COMMITTEE.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
--------------------------------------
YOU CAN VOTE IN ONE OF THREE WAYS:
--------------------------------------
1. Call toll-free 1-800-840-1208 on a touch tone telephone from the US or
Canada 24 hours a day-7 days a week by not later than April 21, 2000.
There is NO CHARGE to you for this call.
OR
--
2. Vote by Internet at our Internet Address: http://www.eproxy.com/bud/
by not later than April 21, 2000.
OR
--
3. Mark, sign and date your voting instruction card and return promptly
in the enclosed envelope.
ChaseMellon Shareholder Services, L.L.C. must receive your executed
----
voting instruction card not later than April 21, 2000.
- -------------------------------------------------------------------------------
IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET, 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 on the reverse side of this form.
- -------------------------------------------------------------------------------
THANK YOU FOR VOTING
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
ADMISSION TICKET
[ANHEUSER-BUSCH LOGO]
ANNUAL MEETING OF SHAREHOLDERS
April 26, 2000, 10:00 A.M. (local time) at the Kingsmill Resort
and Conference Center, 1010 Kingsmill Road,
Williamsburg, Virginia
- -------------------------------------------------------------------------------
<PAGE> 38
[LOGO] ANHEUSER-BUSCH COMPANIES
April 7, 2000
Dear Shareholder(s):
The time is approaching for the Annual Meeting of the Shareholders of
Anheuser-Busch Companies, Inc. on April 26, 2000, and our vote tabulator has
not received your Proxy.
It is important that your shares be represented at the meeting. PLEASE VOTE
IN ONE OF THE THREE WAYS AS DESCRIBED ON THE ATTACHED DUPLICATE PROXY AS SOON
AS POSSIBLE.
Sincerely,
JoBeth G. Brown
Vice President and Secretary
<PAGE> 39
- -------------------------------------------------------------------------------
ANHEUSER-BUSCH COMPANIES, INC.
Please mark
your vote as [X]
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 Patrick T. Stokes 02 Bernard A. Edison
03 Vernon R. Loucks, Jr. 04 Vilma S. Martinez
05 William Porter Payne 06 Edward E. Whitacre, Jr.
----------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2 - APPROVAL OF THE [ ] [ ] [ ]
ANHEUSER-BUSCH OFFICER
BONUS PLAN
3 - APPROVAL OF INDEPENDENT [ ] [ ] [ ]
ACCOUNTANTS
----------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" ITEMS 4 THROUGH 9.
----------------------------------------------------------------------------
FOR AGAINST ABSTAIN
4 - SHAREHOLDER PROPOSAL [ ] [ ] [ ]
CONCERNING OPTION EXERCISE
PERIOD
5 - SHAREHOLDER PROPOSAL [ ] [ ] [ ]
CONCERNING OPTION EXERCISE
PRICE
6 - SHAREHOLDER PROPOSAL [ ] [ ] [ ]
CONCERNING SHAREHOLDER
RIGHTS PLAN
7 - SHAREHOLDER PROPOSAL [ ] [ ] [ ]
CONCERNING BOARD
COMPOSITION
8 - SHAREHOLDER PROPOSAL [ ] [ ] [ ]
CONCERNING CLASSIFIED BOARD
9 - SHAREHOLDER PROPOSAL [ ] [ ] [ ]
CONCERNING CHAIRMAN OF THE
BOARD
----------------------------------------------------------------------------
Y
I PLAN TO ATTEND THE MEETING E [ ]
S
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
Signature _______________________________________________
Signature _______________________________________________
Dated: _____________________, 2000
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 1-800-840-1208 on a touch tone telephone from the US or
Canada 24 hours a day-7 days a week.
There is NO CHARGE to you for this call.
OR
--
2. Vote by Internet at our Internet Address: http://www.eproxy.com/bud/
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, 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
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CONTROL NUMBER
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<PAGE> 40
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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 the Kingsmill
Resort and Conference Center, 1010 Kingsmill Road, Williamsburg, Virginia, on
April 26, 2000, 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, 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)
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FOLD AND DETACH HERE
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FOLD AND DETACH HERE FOLD AND DETACH HERE
ADMISSION TICKET
[ANHEUSER-BUSCH LOGO]
ANNUAL MEETING OF SHAREHOLDERS
April 26, 2000, 10:00 A.M. (local time) at the Kingsmill Resort
and Conference Center, 1010 Kingsmill Road,
Williamsburg, Virginia
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<PAGE> 41
APPENDIX
Page 22 of the printed proxy contains a performance graph. The information
contained in the graph is depicted in the table that immediately follows the
graph.
