PROSPECTUS SUPPLEMENT
(To Prospectus dated August 2, 1995)
[LOGO] $100,000,000
ANHEUSER-BUSCH COMPANIES, INC.
7% Notes Due September 1, 2005
(Interest payable March 1 and September 1)
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The Notes will be redeemable at the option of the Company at any time on
or after September 1, 2002, in whole or in part, upon not fewer than 30 days'
nor more than 60 days' notice, at 100% of the principal amount thereof plus
accrued interest to the redemption date.
The Notes will be issued and registered only in the name of Cede & Co., as
nominee for The Depository Trust Company, New York, New York (the
"Depositary"), as registered owner of all of the Notes, to which principal and
interest payments on the Notes will be made. Individual purchases will be made
only in book entry form (as described herein). Purchasers of such book entry
interests in the Notes will not receive physical delivery of certificates and
must maintain an account with a broker, dealer or bank that participates in the
Depositary's book entry system. See "Book Entry Securities" in the
accompanying Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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Underwriting
Price to Discounts and Proceeds to
Public* Commissions(1) Company(2)
----------- -------------- -----------
Per Note . . . . . 99.758% .650% 99.108%
Total . . . . . . . $99,758,000 $650,000 $99,108,000
* Plus accrued interest, if any, from August 31, 1995.
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(2) Before deducting expenses payable by the Company estimated at $100,000.
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The Notes are being offered by the Underwriters as set forth under
"Underwriting" herein. It is expected that the Notes will be delivered in
book entry form only, on or about August 31, 1995, through the facilities of
the Depositary, against payment therefor in immediately available funds. The
Underwriters are:
Dillon, Read & Co. Inc.
Goldman, Sachs & Co.
Merrill Lynch & Co.
J.P. Morgan Securities Inc.
The date of this Prospectus Supplement is August 24, 1995.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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DESCRIPTION OF NOTES
The Notes offered hereby by Anheuser-Busch Companies, Inc. (the "Company")
are to be issued under an Indenture dated as of August 1, 1995 (the
"Indenture") between the Company and Chemical Bank, as Trustee, which is more
fully described in the accompanying Prospectus under "Description of Debt
Securities".
The Notes will bear interest at the rate of 7% per annum from August 31,
1995 payable initially on March 1, 1996 and payable semi-annually thereafter on
each subsequent March 1 and September 1. Interest will be paid to the persons
in whose names the Notes are registered at the close of business on February 15
or August 15 preceding the payment date.
The Notes will be issued in book-entry form, as a single Note registered
in the name of the nominee of The Depository Trust Company, which will act as
Depositary, or in the name of the Depositary. Beneficial interests in book-
entry Notes will be shown on, and transfers thereof will be effected only
through, records maintained by the Depositary and its participants. Except as
described in the accompanying Prospectus under "Book-Entry Securities" owners
of beneficial interests in a global Note will not be considered the Holders
thereof and will not be entitled to receive physical delivery of Notes in
definitive form.
The Notes will be redeemable at the option of the Company at any time on
or after September 1, 2002, in whole or in part, upon not fewer than 30 days'
nor more than 60 days' notice, at 100% of the principal amount thereof together
with accrued interest to the date fixed for redemption.
UNDERWRITING
The names of the Underwriters of the Notes, and the principal amount
thereof which each has severally agreed to purchase from the Company, subject
to the terms and conditions specified in the Underwriting Agreement dated
August 24, 1995 and the related Terms Agreement dated August 24, 1995, are as
follows:
Principal
Amount of
Underwriter
Notes
Dillon, Read & Co. Inc. . . . . . . . . $ 25,000,000
Goldman, Sachs & Co. . . . . . . . . . 25,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . 25,000,000
J.P. Morgan Securities Inc. . . . . . . 25,000,000
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Total $ 100,000,000
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Dillon, Read & Co. Inc. is the lead manager. Goldman, Sachs & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities
Inc. are co-managers.
If any Notes are purchased by the Underwriters, all Notes will be so
purchased. The Underwriting Agreement contains provisions whereby, if any
Underwriter defaults in an obligation to purchase Notes and if the aggregate
obligations of all Underwriters so defaulting do not exceed $10,000,000
principal amount of Notes, the remaining Underwriters, or some of them, must
assume such obligations.
The Notes are being initially offered severally by the Underwriters for
sale directly to the public at the price set forth on the cover hereof under
"Price to Public" and to certain dealers at such price less a concession not in
excess of .40% of the principal amount. The respective Underwriters may allow,
and such dealers may reallow, a concession not exceeding .25% of the principal
amount on sales to certain other dealers. The offering of Notes is made for
delivery when, as and if accepted by the Underwriters and subject to prior sale
and to withdrawal,
S-2
cancellation or modification of the offer without notice. The Underwriters
reserve the right to reject any order for the purchase of Notes. After the
initial public offering, the public offering price and other selling terms may
be changed by the Underwriters.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
Mr. Peter M. Flanigan, a director of the Company, is a Director of Dillon,
Read & Co. Inc. Dillon, Read & Co. Inc. has provided from time to time, and
expects in the future to provide, investment banking services to the Company,
for which it has received and will receive customary fees and commissions.
Mr. Douglas A. Warner III, a director of the Company, is the President,
Chief Executive Officer and Chairman of the Board of Directors of J.P. Morgan &
Co. Incorporated, the parent corporation of J.P. Morgan Securities Inc. In the
ordinary course of their respective businesses, J.P. Morgan Securities Inc. and
certain of its affiliates have engaged, and expect in the future to engage, in
investment banking or commercial banking transactions with the Company.
USE OF PROCEEDS
The net proceeds from the sale of the Notes will be applied by the Company
for general corporate purposes, which may include share repurchases, possible
acquisitions and either domestic and/or international investments.
S-3
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No dealer, salesman or any other
person has been authorized to give any
information or to make any
representations other than those
contained in this Prospectus ANHEUSER-BUSCH
Supplement and the accompanying COMPANIES, INC.
Prospectus in connection with the
offer contained in this Prospectus
Supplement and the accompanying
Prospectus, and, if given or made, ----------------
such other information or
representations must not be relied
upon as having been authorized by the
Company or the Underwriters. This
Prospectus Supplement and the
accompanying Prospectus do not
constitute an offer by the Company or
by any Underwriter to sell securities
in any state to any person to whom it $100,000,000
is unlawful for the Company or such 7% Notes
Underwriter to make such offer in such Due September 1, 2005
state. Neither the delivery of this
Prospectus Supplement and the
accompanying Prospectus nor any sale
made hereunder shall, under any
circumstances, create an implication [LOGO]
that there has been no change in the
affairs of the Company since the date
hereof.
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TABLE OF CONTENTS
Prospectus Supplement
Page ----------------
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Description of Notes . . . . . S-2
Underwriting . . . . . . . . . S-2 PROSPECTUS SUPPLEMENT
Use of Proceeds . . . . . . . . S-3
Prospectus ----------------
Available Information . . . . . 2
Incorporation of Documents by
Reference . . . . . . . . . . . 2
The Company . . . . . . . . . . 3
Use of Proceeds . . . . . . . . 3 Dillon, Read & Co. Inc.
Description of Debt Securities 3 Goldman, Sachs & Co.
Book-Entry Securities . . . . . 9 Merrill Lynch & Co.
Plan of Distribution . . . . . 11 J.P. Morgan Securities Inc.
Legal Opinion . . . . . . . . . 12
Experts . . . . . . . . . . . . 12
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STATEMENT OF DIFFERENCES
The Prospectus Supplement filed herewith will be used as a supplement to
the Registrant's Prospectus dated August 2, 1995, (constituting a part of
registration statements 33-49051 and 33-60885). The foregoing Prospectus
Supplement will be reproduced on paper measuring approximately 8-1/2 inches by
11 inches, and will be attached to the Prospectus dated August 2, 1995. The
upper left-hand corner of the circulated Prospectus Supplement and the center
of the right column of the back cover of the Prospectus Supplement will each
contain a one inch square corporate logo of Anheuser-Busch Companies, Inc. The
corporate logo consists of a silver "A" and a white eagle on a blue background.
