PROSPECTUS SUPPLEMENT
(To Prospectus dated August 2, 1995)
$200,000,000
[LOGO] ANHEUSER-BUSCH COMPANIES, INC.
6.75% Notes Due August 1, 2003
(Interest payable February 1 and August 1)
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The Notes will not be subject to redemption prior to maturity.
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(a) Commissions(b) Company(c)
---------- ------------ --------
Per Note . . . . . . . 100% .625% 99.375%
Total . . . . . . . . . $200,000,000 $1,250,000 $198,750,000
(a) Plus accrued interest, if any, from August 8, 1996.
(b) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(c) Before deducting expenses payable by the Company estimated at $150,000.
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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 8, 1996, 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 & Co.
The date of this Prospectus Supplement is August 5, 1996.
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 The Chase Manhattan 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 6.75% per annum from August 8,
1996, payable semi-annually on each February 1 and August 1. Interest will be
paid to the persons in whose names the Notes are registered at the close of
business on the January 15 or July 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 not be subject to redemption prior to maturity.
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 5, 1996, are as
follows:
Principal
Amount of
Underwriter Notes
----------- -----
Dillon, Read & Co. Inc. . . . . . . . . . . . . . . . $ 50,000,000
Goldman, Sachs & Co. . . . . . . . . . . . . . . . 50,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated . 50,000,000
J.P. Morgan Securities Inc. . . . . . . . . . . . . . 50,000,000
-------------
Total $ 200,000,000
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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 $20,000,000
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 .375% of the principal amount. The respective Underwriters may
S-2
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, 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.
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 Supplement ANHEUSER-BUSCH
and the accompanying Prospectus in COMPANIES, INC.
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
is unlawful for the Company or such $200,000,000
Underwriter to make such offer in such 6.75% Notes
state. Neither the delivery of this Due August 1, 2003
Prospectus Supplement and the
accompanying Prospectus nor any sale
made hereunder shall, under any
circumstances, create an implication
that there has been no change in the
affairs of the Company since the date
hereof.
[LOGO]
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TABLE OF CONTENTS
Prospectus Supplement
Page -------------------
---- PROSPECTUS SUPPLEMENT
Description of Notes . . . . . . S-2 -------------------
Underwriting . . . . . . . . . . S-2
Prospectus
Available Information . . . . . . 2
Incorporation of Documents by
Reference . . . . . . . . . 2 Dillon, Read & Co. Inc.
The Company . . . . . . . . . . . 3 Goldman, Sachs & Co.
Use of Proceeds . . . . . . . . . 3 Merrill Lynch & Co.
Description of Debt Securities . 3 J.P. Morgan & Co.
Book Entry Securities . . . . . . 9
Plan of Distribution . . . . . . 11
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 statement 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.
