<PAGE> 1
SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
COMPANIA CERVECERIAS UNIDAS S.A.
UNITED BREWERIES COMPANY, INC. (English translation of Name of Issuer)
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, NO PAR VALUE, INCLUDING
SHARES OF COMMON STOCK IN THE FORM OF AMERICAN DEPOSITARY SHARES
--------------------------------------------------------------------------------
(Title of Class of Securities)
204429104
--------------------------------------------------------------------------------
(CUSIP Number)
JoBeth G. Brown
Vice President and Secretary
Anheuser-Busch Companies, Inc.
One Busch Place
St. Louis, Missouri 63118
(314)577-2000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
DECEMBER 28, 2000
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 19 Pages
<PAGE> 2
CUSIP NO. 204429104 13D PAGE 2 OF 19 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Anheuser-Busch Companies, Inc.
43-1162835
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
None
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
51,739,145
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
None
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
51,739,145
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,739,145
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
<PAGE> 3
CUSIP NO. 204429104 13D PAGE 3 OF 19 PAGES
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Anheuser-Busch International, Inc.
43-1213600
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
None
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
51,739,145
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
None
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
51,739,145
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,739,145
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
<PAGE> 4
CUSIP NO. 204429104 13D PAGE 4 OF 19 PAGES
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Anheuser-Busch International Holdings, Inc.
51-0348308
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
None
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
51,739,145
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
None
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
51,739,145
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,739,145
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
<PAGE> 5
CUSIP NO. 13D PAGE 5 OF 19 PAGES
204429104
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D relates to shares of Common Stock, no
par value per share (the "Shares"), of the Issuer. The address of the principal
executive offices of the Issuer is Bandera 84, Sixth Floor, Santiago, Chile.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) and (f). This Statement is being filed by Anheuser-Busch
Companies, Inc. ("ABC"), Anheuser-Busch International, Inc. ("ABII") and
Anheuser-Busch International Holdings, Inc. ("ABIH", and together with ABC and
ABII, the "Reporting Persons"). Each of the Reporting Persons is organized as a
corporation under the laws of the State of Delaware; each of ABC and ABII has
its principal business address at One Busch Place, St. Louis, Missouri 63118 and
ABIH has its principal business address at c/o Registered Agents, Ltd., 1220 N.
Market Street, Suite 606, Wilmington, Delaware 19801. ABC is the holding company
parent to a number of subsidiaries involved in the business of brewing beer and
various other business operations, including those related to the production and
acquisition of brewing raw materials, the manufacture and recycling of aluminum
beverage containers and the operation of theme parks. ABII is 100% owned by ABC
and brews and distributes beer in foreign countries. ABIH is 100% owned by ABII
and holds equity investments in foreign brewers. This Statement is being filed
by ABIH as the direct beneficial owner of the Shares to which this Statement
relates and by each of ABC and ABII as an indirect beneficial owner of such
Shares; ABII is an indirect beneficial owner of such Shares because it controls
ABIH as its 100% owner and ABC is an indirect beneficial owner of such Shares
because it controls ABII as its 100% owner.
The names, business addresses, principal occupations and citizenship of
the directors and executive officers of each of the Reporting Persons are set
forth in Annex A hereto and are incorporated herein by reference.
(d) and (e). During the last five years, none of the Reporting Persons
and, to the best knowledge of the Reporting Persons, none of the executive
officers or directors of the Reporting Persons has (i) been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On December 28, 2000, the Reporting Persons, through their financial
advisor, UBS Warburg LLC, agreed with Compania de Petroleos de Chile S.A., a
public corporation organized and existing under the laws of Chile ("Copec"), to
purchase Shares representing approximately 7.5% of the total issued and
outstanding Shares (including the Shares represented by American Depositary
Shares, the "Total Equity") from Copec or its affiliates on the terms and
conditions described in a letter agreement dated December 28, 2000, between UBS
Warburg LLC, as financial advisor to the Reporting Persons, and Copec (the
"Letter Agreement"). A form of the Letter Agreement is attached hereto as
Exhibit 1.
<PAGE> 6
CUSIP NO. 13D PAGE 6 OF 19 PAGES
204429104
The terms of the Letter Agreement are incorporated herein by this reference.
Subsequent to entering into the Letter Agreement, ABIH, Copec and Compania de
Inversiones Mobiliarias Limitada, a limited liability company organized and
existing under the laws of the Republic of Chile and a subsidiary of Copec
("Cimol") entered into a Promissory Purchase Agreement dated as of January 3,
2001 relating to the acquisition by ABIH of 23,887,716 Shares (representing
approximately 7.5% of the Total Equity) from Cimol (the "Promissory Agreement").
A form of Promissory Agreement is attached hereto as Exhibit 2. The terms of the
Promissory Agreement are incorporated herein by this reference.
In addition to the Shares to be purchased from Cimol, 24,805,929 Shares
have been purchased in open market transactions on the Santiago Stock Exchange
(including 20,700,000 in an open market auction) and American Depositary Shares
representing 3,045,500 Shares have been purchased in open market transaction on
the New York Stock Exchange, as described in Item 5(c).
The aggregate purchase price for the Shares purchased from Cimol is
approximately $119,400,000. The aggregate purchase price for the Shares
purchased from parties other than Cimol (including commissions) is approximately
$141,100,000. All of the approximately $260,500,000 of funds used or to be used
to purchase the Shares reported in this statement will come from the available
resources of the Reporting Persons and from no specific borrowings.
The Letter Agreement and the Promissory Agreement are incorporated by
reference in this statement under various items, including this Item 3, and any
descriptions thereof contained in this statement are qualified in their entirety
by reference to such Agreements.
ITEM 4. PURPOSE OF TRANSACTION
Prior to its entering into the Letter Agreement, the Promissory
Agreement or acquiring any interest in any of the Shares, the Reporting Persons
had been considering for some time various ways of making a direct or indirect
significant investment in the Issuer as part of its strategy to expand its
operations in the South American region. ABIH has been a minority shareholder in
(owning shares representing approximately 11% of the equity of) the Argentinean
beer subsidiary of the Issuer for over five years. As a result of its
relationship with this Argentinean subsidiary of the Issuer, the Reporting
Persons have developed confidence in the management capabilities of the Issuer
and have actively searched for ways to expand the relationship of the Reporting
Persons with the Issuer. The acquisition of the Shares provides the Reporting
Persons with such an opportunity.
The Reporting Persons will continue to evaluate their ownership of
Shares and the Issuer's business and industry. In order to do so, the Reporting
Persons anticipate that they may have discussions with other parties, including,
without limitation, other shareholders of the Issuer, relating to, among other
things, the Issuer and the business and prospects of the Issuer. Depending on
market conditions and other factors that the Reporting Persons (or their
affiliates) may deem material to their investment decisions, the Reporting
Persons (or their affiliates) may from time to time seek to acquire or acquire,
directly or indirectly, additional Shares, through open market purchases,
privately negotiated transactions or otherwise, upon such terms and at such
prices as such persons may determine. Furthermore, while the Reporting Persons
have no present intention of doing so, they (and their affiliates) reserve the
right to dispose of any or all direct or indirect interest in Shares acquired by
them. In addition, the Reporting Persons intend to explore
<PAGE> 7
CUSIP NO. 13D PAGE 7 OF 19 PAGES
204429104
with the Issuer the possible election of representatives or designees of ABIH to
the Issuer's Board, in light of the number of Shares owned by ABIH.
In the Promissory Agreement, ABIH has agreed to acquire Shares from
Cimol at a higher purchase price than it could have otherwise in light of
Copec's and/or Cimol's assistance to ABIH in acquiring Shares in addition to the
23,887,716 Shares ABIH has agreed to acquire from Cimol. A similar agreement was
made by ABIH in the Letter Agreement. The terms of the Promissory Agreement and
the Letter Agreement are incorporated herein by this reference.
ABIH is considering converting the American Depositary Shares it has
purchased into the Shares represented thereby.
Except as otherwise set forth in this Item 4, none of the Reporting
Persons have any present plans or proposals which relate to or would result in
(i) the acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (iv) any change in the
present Board of Directors or management of the Issuer; (v) any material change
in the present capitalization or dividend policy of the Issuer or any material
change in the Issuer's business or corporate structure; (vi) any material
change in the Issuer's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (vii) any class of securities of the Issuer to be delisted from a
national securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(viii) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act of
1934, as amended; or (ix) any action similar to any of those actions set forth
in this paragraph involving the Issuer, the Shares or any other equity security
of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
To the best of the Reporting Persons' knowledge based on the
information contained in the Issuer's Annual Report on Form 20-F for the period
ended December 31, 1999, the aggregate number of outstanding Shares (including
Shares represented by American Depositary Shares) is 318,502,872.
(a) ABIH beneficially owns 51,739,145 Shares, which includes (i)
23,887,716 Shares which it has the right to acquire pursuant to the terms of the
Letter Agreement and the Promissory Agreement (the terms of each of which are
incorporated herein by this reference) (ii) 3,045,500 Shares represented by
American Depositary Shares and (iii) 24,805,929 Shares purchased in open market
transactions on the Santiago Stock Exchange (including 20,700,000 Shares
purchased in an open market auction on the Santiago Stock Exchange). Each of
ABII and ABC beneficially own 51,739,145 Shares, which, in each case, includes
(i) 23,887,716 Shares which it has the right to acquire pursuant to the terms
of the Letter Agreement and the Promissory Agreement (ii) 3,045,500 Shares
represented by American Depositary Shares and (iii) 24,805,929 Shares purchased
in open market transactions in the Santiago Stock Exchange (including 20,700,000
Shares purchased in an open market auction on the Santiago Stock Exchange). The
51,739,145 Shares beneficially owned by each of ABC and ABII include all of the
Shares beneficially owned by ABIH. This Statement is being filed by ABIH as the
direct beneficial owner of the Shares to which this Statement relates and by
each of ABC and ABII as an indirect beneficial owner of such Shares; ABII is an
indirect beneficial owner of such Shares because it controls
<PAGE> 8
CUSIP NO. 13D PAGE 8 OF 19 PAGES
204429104
ABIH as its 100% owner and ABC is an indirect beneficial owner of such Shares
because it controls ABII as its 100% owner. The 51,739,145 Shares beneficially
owned by the Reporting Persons represent 16.2% of the Shares. To the knowledge
of the Reporting Persons, none of the executive officers or directors of the
Reporting Persons beneficially own any Shares.
(b) The Reporting Persons share the power to vote or direct the vote of
all 51,739,145 Shares which they beneficially own and share the power to dispose
of or direct the disposition of all 51,739,145 Shares which they beneficially
own. As indicated in (a) above, to the knowledge of the Reporting Persons, none
of the executive officers or directors of the Reporting Persons beneficially own
any Shares.
(c) Other than (i) the transactions with Copec and/or Cimol pursuant to
the Letter Agreement described in response to Items 3 and 4 (which responses are
incorporated herein by reference) and the Promissory Agreement described in
response to Items 3 and 4 (which responses are incorporated herein by reference)
and (ii) the following open market transactions by ABIH with parties other
than Copec or Cimol, there have been no transactions in Shares or, to the
knowledge of the Reporting Persons, by any of the executive officers or
directors of any of the Reporting Persons, during the past 60 days:
<TABLE>
<CAPTION>
Date Number of Shares Approximate Purchase Where and How
---- ---------------- Price Per Share Effected
--------------- --------
<S> <C> <C> <C>
January 4, 2001* 20,700,000 $5.07 Open market purchase through an
auction process on the Santiago
Exchange
January 4, 2001 3,975,991 $5.06 Open market purchase on
the Santiago Exchange
January 4, 2001** 1,068,500 $5.04 Open market purchase on
the New York Stock Exchange
January 5, 2001 129,938 $5.03 Open market purchase on
the Santiago Exchange
January 5, 2001** 1,977,000 $5.06 Open market purchase on
the New York Stock Exchange
</TABLE>
* These purchases were arranged with the assistance of Copec
and/or Cimol, as contemplated by the Letter Agreement and the Promissory
Agreement described in response to Items 3 and 4.
<PAGE> 9
CUSIP NO. 13D PAGE 9 OF 19 PAGES
204429104
** These purchases were of American Depositary Shares, each of
which represent five Shares. The number of Shares and the purchase price per
Share shown are the per Share equivalents for such American Depositary Shares.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
ABIH has agreed to pay customary commissions to UBS Warburg, LLC and
Larrain Vial in connection with the [open market] purchases described in Item
5(c).
Other than the Letter Agreement described in response to Items 3 and 4
(which responses are incorporated herein by reference) and the Promissory
Agreement described in response to Items 3 and 4 (which responses are
incorporated herein by reference) and the transactions contemplated thereby,
[currently] there are no other contracts, arrangements, understandings or
relationships between ABC, ABII or ABIH and any other person, or, to the best
knowledge of ABC, ABII or ABIH, among any of ABC's, ABII's or ABIH's executive
officers or directors or between any of ABC's, ABII's or ABIH's executive
officers or directors and any other person, with respect to the Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Letter Agreement dated as of December 28, 2000.
Exhibit 2 Promissory Agreement dated as of January 3, 2001.
<PAGE> 10
CUSIP NO. 13D PAGE 10 OF 19 PAGES
204429104
The undersigned hereby agree that this statement is filed on behalf of
each of the Reporting Persons.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: January 8, 2001
ANHEUSER-BUSCH COMPANIES, INC.
By: /s/ John Koykka
--------------------------
Name: John Koykka
Title: Vice President, International
Development
ANHEUSER-BUSCH INTERNATIONAL, INC.
By: /s/ John Koykka
--------------------------
Name: John Koykka
Title: Executive Vice President--Strategic
Planning and Business Development
ANHEUSER-BUSCH INTERNATIONAL HOLDINGS, INC.
By: /s/ John Koykka
--------------------------
Name: John Koykka
Title: Executive Vice President--Strategic
Planning and Development
<PAGE> 11
CUSIP NO. 13D PAGE 11 OF 19 PAGES
204429104
ANNEX A
Listed below are the names, addresses, positions held and
principal occupations of the directors and executive officers of Anheuser-Busch
Companies, Inc. Except for Mr. Fernandez, each of the persons listed below is a
United States citizen. Mr. Fernandez is a citizen of Mexico.
DIRECTORS AND EXECUTIVE OFFICERS OF ANHEUSER-BUSCH COMPANIES, INC.
<TABLE>
<CAPTION>
NAME ADDRESS POSITION WITH COMPANY PRINCIPAL OCCUPATION
---- ------- --------------------- --------------------
<S> <C> <C> <C>
Victor G. Abbey One Busch Place Chairman of the Board Chairman of the Board
St. Louis, Missouri 63118 and President of the and President of Busch
Company's subsidiary Entertainment
Busch Entertainment Corporation
Corporation
W.R. Baker One Busch Place Vice President and Chief Vice President and
St. Louis, Missouri 63118 Financial Officer Chief Financial
Officer, Anheuser-Busch
Companies, Inc.
Mark T. Bobak One Busch Place Vice President-Corporate Vice
St. Louis, Missouri 63118 Human Resources President-Corporate
Human Resources of
Anheuser-Busch
Companies, Inc.
Stephen J. Burrows One Busch Place Vice Vice
St. Louis, Missouri 63118 President-International President-International
Operations Operations of
Anheuser-Busch
Companies, Inc.
August A. Busch III One Busch Place Chairman of the Board Chairman of the Board
St. Louis, Missouri 63118 and President and President,
Anheuser-Busch
Companies, Inc.
August A. Busch IV One Busch Place Vice President and Group Vice President and
St. Louis, Missouri 63118 Executive Group Executive of
Anheuser-Busch
Companies, Inc.
Bernard A. Edison 500 Washington Avenue, Director Former
Suite 1234 President--Edison
St. Louis, Missouri 63101 Brothers Stores, Inc.
</TABLE>
<PAGE> 12
CUSIP NO. 13D PAGE 12 OF 19 PAGES
204429104
<TABLE>
<S> <C> <C> <C>
Carlos Fernandez G. Campos Eliseos No. 400 Director Chief Executive Officer
piso 18 of Grupo Modelo, S.A.
Lomas de Chapultepec de C.V.
11000 Mexico, D.F.
J.E. Jacob One Busch Place Director, Executive Vice Executive Vice
St. Louis, Missouri 63118 President and Chief President and Chief
Communications Officer Communications Officer,
Anheuser-Busch
Companies, Inc.
James R. Jones 1501 M Street NW, Suite 700 Director Partner of the law firm
Washington, DC 20005 of Manatt, Phelps &
Phillips and Chairman
of the Board of
Globeranger.com
Donald W. Kloth One Busch Place Vice President and Group Vice President and
St. Louis, Missouri 63118 Executive Group Executive of
Anheuser-Busch
Companies, Inc.
Charles F. Knight 8000 West Florissant Avenue Director Chairman of the Board
PO Box 4100 of Emerson Electric Co.
St. Louis, Missouri 63136
Gerhardt A. Kraemer One Busch Place Senior Vice Senior Vice
St. Louis, Missouri 63118 President-World Brewing President-World Brewing
and Technology and Technology of
Anheuser-Busch
Companies, Inc.
S.K. Lambright One Busch Place Group Vice President and Group Vice President
St. Louis, Missouri 63118 General Counsel and General Counsel,
Anheuser-Busch
Companies, Inc.
Aloys H. Litteken One Busch Place Vice President-Corporate Vice
St. Louis, Missouri 63118 Engineering President-Corporate
Engineering of
Anheuser-Busch
Companies, Inc.
Vernon R. Loucks, Jr. 1101 Skokie Boulevard, Director Chairman of the Board
Suite 240 of InLight, Inc.
Northbrook, Illinois 60062
</TABLE>
<PAGE> 13
CUSIP NO. 13D PAGE 13 OF 19 PAGES
204429104
<TABLE>
<S> <C> <C> <C>
Vilma S. Martinez 335 South Grand Avenue Director Partner in law firm of
35th Floor Munger, Tolles & Olson
Los Angeles, California 90071
James B. Orthwein 8000 Maryland Avenue Director Partner of Precise
Suite 220 Capital, L.P., a
Clayton, Missouri 63105 private investment
partnership
William Porter Payne 3455 Peachtree Road, NE Director Chairman of the Board
Suite 975 of Orchestrate.com
Atlanta, Georgia 30326
John H. Purnell One Busch Place Executive Vice President Executive Vice
St. Louis, Missouri 63118 President of
Anheuser-Busch
Companies, Inc.
Joyce M. Roche Girls Incorporated Director Self-employed as an
120 Wall Street independent marketing
New York, New York 10023 consultant
Thomas W. Santel One Busch Place Vice President-Corporate Vice
St. Louis, Missouri 63118 Development President-Corporate
Development of
Anheuser-Busch
Companies, Inc.
Joseph P. Sellinger One Busch Place Vice President and Group Vice President and
St. Louis, Missouri 63118 Executive Group Executive of
Anheuser-Busch
Companies, Inc.
Patrick T. Stokes One Busch Place Director, Senior Senior Executive Vice
St. Louis, Missouri 63118 Executive Vice President President of
Anheuser-Busch
Companies, Inc.
Andrew C. Taylor 600 Corporate Park Drive Director President and Chief
St. Louis, Missouri 63105 Executive Officer of
Enterprise Rent-A-Car
Company
</TABLE>
<PAGE> 14
CUSIP NO. 13D PAGE 14 OF 19 PAGES
204429104
<TABLE>
<S> <C> <C> <C>
Douglas A. Warner III 60 Wall Street Director Chairman of the Board
New York, New York 10260 of J.P. Morgan Chase &
Co.
Edward E. Whitacre, Jr. 175 E. Houston, Suite 1300 Director Chairman of the Board
San Antonio, Texas 78205 and Chief Executive
Officer of SBC
Communications, Inc.
</TABLE>
Listed below are the names, addresses, positions held and
principal occupations of the directors and executive officers of Anheuser-Busch
International, Inc. Except for Andrew Day, each of the persons listed below is a
United States citizen. Mr. Day is a citizen of the United Kingdom.
DIRECTORS AND EXECUTIVE OFFICERS OF ANHEUSER-BUSCH INTERNATIONAL, INC.
----------------------------------------------------------------------
<TABLE>
<CAPTION>
NAME ADDRESS POSITION WITH COMPANY PRINCIPAL OCCUPATION
---- ------- --------------------- --------------------
<S> <C> <C> <C>
Larry D. Baumann One Busch Place Director, Vice Director of International
St. Louis, Missouri 63118 President-Finance Finance of Anheuser-Busch,
Incorporated
Mark T. Bobak One Busch Place Director Vice President-Corporate
St. Louis, Missouri 63118 Human Resources of
Anheuser-Busch Companies,
Inc.
Stephen J. Burrows One Busch Place Director, Chief Executive Vice
St. Louis, Missouri 63118 Officer and President President-International
Operations of
Anheuser-Busch Companies,
Inc.
August A. Busch IV One Busch Place Director Vice President and Group
St. Louis, Missouri 63118 Executive of
Anheuser-Busch Companies,
Inc.
Martin Cargas One Busch Place Director, Vice Vice President-Government
St. Louis, Missouri 63118 President-Government Affairs, Anheuser-Busch
Affairs International, Inc.
</TABLE>
<PAGE> 15
CUSIP NO. 13D PAGE 15 OF 19 PAGES
204429104
<TABLE>
<S> <C> <C> <C>
Andrew Day One Busch Place Director, Vice President Vice President and
St. Louis, Missouri 63118 and Managing Managing Director of
Director-Europe Anheuser-Busch Europe, Ltd.
David R. English One Busch Place Director Vice President-Premium
St. Louis, Missouri 63118 Brands, Anheuser-Busch,
Incorporated
John J. Hanichak III One Busch Place Director, Vice Vice President, Sales &
St. Louis, Missouri 63118 President-Sales & Marketing, Asia-Pacific
Marketing, Asia-Pacific and Canada, Anheuser-Busch
and Canada International, Inc.
William J. Kimmins, Jr. One Busch Place Director, Vice President Vice President and
St. Louis, Missouri 63118 and Treasurer Treasurer of
Anheuser-Busch Companies,
Inc.
John S. Koykka One Busch Place Director, Executive Vice Vice President,
St. Louis, Missouri 63118 President-Strategic International Development
Planning and Business of Anheuser-Busch
Development Companies, Inc.
Robert C. Lachky One Busch Place Director Vice President, Brand
St. Louis, Missouri 63118 Management,
Anheuser-Busch,
Incorporated
James E. Lambert Jr. One Busch Place Director Director, Process
St. Louis, Missouri 63118 Engineering Group,
Anheuser-Busch Companies,
Inc.
Stephen D. LeResche One Busch Place Director Vice President-Public
St. Louis, Missouri 63118 Communications,
Anheuser-Busch Companies,
Inc.
Douglas J. Muhleman One Busch Place Director Vice President-Brewing,
St. Louis, Missouri 63118 Anheuser-Busch Incorporated
David A. Poldoian One Busch Place Director Senior Strategy Advisor,
St. Louis, Missouri Anheuser-
</TABLE>
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204429104
<TABLE>
<S> <C> <C> <C>
63118 Busch Companies, Inc.
Anthony T. Ponturo One Busch Place Director Vice President, Corporate
St. Louis, Missouri 63118 Media & Sports Marketing,
Anheuser-Busch,
Incorporated
John H. Purnell One Busch Place Director Executive Vice President
St. Louis, Missouri 63118 of Anheuser-Busch
Companies, Inc.
Michael R. Redohl One Busch Place Director Group Director,
St. Louis, Missouri 63118 Procurement,
Anheuser-Busch Companies,
Inc.
Thomas W. Santel One Busch Place Director Vice President-Corporate
St. Louis, Missouri 63118 Development of
Anheuser-Busch Companies,
Inc.
James E. Schobel One Busch Place Director, Senior Vice Senior Vice
St. Louis, Missouri 63118 President-Legal Affairs President-Legal Affairs of
Anheuser-Busch
International, Inc.
Mark F. Schumm One Busch Place Director, Vice Vice
St. Louis, Missouri President-International President-International
63118 Business Planning and Business Planning and
Development Development of
Anheuser-Busch
International, Inc.
Patrick T. Stokes One Busch Place Chairman of the Board Senior Executive Vice
St. Louis, Missouri 63118 President of
Anheuser-Busch Companies,
Inc.
</TABLE>
<PAGE> 17
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Listed below are the names, addresses, positions held and
principal occupations of the directors and executive officers of Anheuser-Busch
International Holdings, Inc. Except for Andrew Day and Alejandro Strauch, each
of the persons listed below is a United States citizen. Mr. Day is a citizen of
the United Kingdom and Mr. Strauch is a citizen of Uruguay.
DIRECTORS AND EXECUTIVE OFFICERS OF ANHEUSER-BUSCH INTERNATIONAL HOLDINGS, INC.
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NAME ADDRESS POSITION WITH COMPANY PRINCIPAL OCCUPATION
---- ------- --------------------- --------------------
<S> <C> <C> <C>
Larry D. Baumann One Busch Place Vice President-Finance Director of
St. Louis, Missouri 63118 International Finance
of Anheuser-Busch,
Incorporated
Stephen J. Burrows One Busch Place President Vice
St. Louis, Missouri 63118 President-International
Operations of
Anheuser-Busch
Companies, Inc.
Philip C. Davis One Busch Place Vice President and Vice President and
St. Louis, Missouri 63118 Managing Managing Director of
Director-Anheuser-Busch, Anheuser-Busch, Asia,
China Inc.
Andrew Day One Busch Place Vice President and Vice President and
St. Louis, Missouri 63118 Regional Director-Europe Managing Director of
Anheuser-Busch Europe,
Ltd.
William J. Kimmins, Jr. One Busch Place Director, Vice President Vice President and
St. Louis, Missouri 63118 and Treasurer Treasurer of Anheuser-
Busch Companies, Inc.
John S. Koykka One Busch Place Vice President-Business Vice President,
St. Louis, Missouri 63118 Development and Strategy International
Development of
Anheuser-Busch
Companies, Inc.
Jesus Rangel One Busch Place Vice President and Vice President, Latin
St. Louis, Missouri 63118 Regional American Region of
Director-Americas Anheuser-Busch
International, Inc.
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<PAGE> 18
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<TABLE>
<S> <C> <C> <C>
Mark A. Rawlins One Busch Place Director and Assistant Senior
St. Louis, Missouri 63118 Treasurer-International Director-Corporate
Finance and Risk
Management of
Anheuser-Busch
Companies, Inc.
H. Murray Sawyer Jr. Sawyer, Akin and Heron Director and Vice Partner in law firm of
P.O. Box 25047 President Sawyer, Akin and Heron
Wilmington, Delaware 19899
James E. Schobel One Busch Place Vice President-Deputy Senior Vice
St. Louis, Missouri 63118 General Counsel and President-Legal Affairs
Assistant Secretary of Anheuser-Busch
International, Inc.
Alejandro Strauch One Busch Place Vice President-Mexico Vice President, Mexico
St. Louis, Missouri 63118 of Anheuser-Busch
Mexico, Inc.
Gary W. Tappana One Busch Place Director Director-State Tax
St. Louis, Missouri 63118 Operations of
Anheuser-Busch
Companies, Inc.
</TABLE>
<PAGE> 19
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204429104
EXHIBIT INDEX
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Letter Agreement dated as of December 28, 2000.
Exhibit 99.2 Promissory Purchase Agreement dated as of
January 3, 2000.
