Prospectus Supplement
(To Prospectus dated July 23, 1997)
[GRAPHIC OMITTED]
Anheuser-Busch Companies, Inc.
$100,000,000
6 3/4% Debentures due December 15, 2027
Interest payable June 15 and December 15
Issue price: 99.770%
Interest on the Debentures is payable on June 15 and December 15 in each year,
commencing June 15, 1998. The Debentures are redeemable, in whole or in part, at
the option of the Company at any time at a redemption price equal to the greater
of (i) 100% of the principal amount of such Debentures or (ii) as determined by
a Quotation Agent (as defined herein), the sum of the present values of the
remaining scheduled payments of principal and interest thereon (not including
any portion of such payments of interest accrued as of the date of redemption)
discounted to the date of redemption on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as
defined herein) plus 25 basis points plus, in each case, accrued interest
thereon to the date of redemption. The Debentures will not be subject to any
sinking fund. See "Description of Debentures."
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. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
Underwriting
Price to discounts and Proceeds to
public (1) commissions (2) company (1)(3)
- -----------------------------------------------------------------------
<S> <C> <C> <C>
Per Debenture 99.770% .875% 98.895%
- -----------------------------------------------------------------------
Total $99,770,000 $875,000 $98,895,000
- -----------------------------------------------------------------------
(1) Plus accrued interest, if any, from December 16, 1997.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deduction of expenses payable by the Company estimated at $100,000.
</TABLE>
The Debentures are being offered by the Underwriters as set forth under
"Underwriting" herein. It is expected that the Debentures will be delivered in
book-entry form only, on or about December 16, 1997, through the facilities of
the Depositary, against payment therefor in immediately available funds.
J.P.Morgan & Co.
Goldman, Sachs & Co.
SBC Warburg Dillon Read Inc.
December 11, 1997
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE DEBENTURES.
SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE OFFERING,
AND MAY BID FOR, AND PURCHASE, THE DEBENTURES IN THE OPEN MARKET. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
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 and the accompanying 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 is unlawful for the Company or such Underwriter to make such
offer in such state. Neither the delivery of this 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.
TABLE OF CONTENTS
Prospectus Supplement
Page
Description of Debentures ........................................... S-3
Underwriting ........................................................ S-4
Prospectus
Available Information ............................................... 2
Incorporation of Documents by Reference ............................. 2
The Company ......................................................... 3
Use of Proceeds ..................................................... 3
Description of Debt Securities ...................................... 3
Book-Entry Securities ............................................... 9
Plan of Distribution ................................................ 10
Legal Opinion ....................................................... 11
Experts ............................................................. 11
S-2
<PAGE>
DESCRIPTION OF DEBENTURES
General
The Debentures 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 Debentures will bear interest at the rate of 6 3/4% per annum from
December 16, 1997, payable semi-annually on each June 15 and December 15.
Interest will be paid to the persons in whose names the Debentures are
registered at the close of business on the June 1 or December 1 preceding the
payment date.
The Debentures will be issued in book-entry form, as a single Debenture
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 Debentures 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 Debenture
will not be considered the Holders thereof and will not be entitled to receive
physical delivery of Debentures in definitive form. Optional Redemption
The Debentures will be redeemable, in whole or in part, at the option of
the Company at any time at a redemption price equal to the greater of (i) 100%
of the principal amount of such Debentures or (ii) as determined by a Quotation
Agent (as defined below), the sum of the present values of the remaining
scheduled payments of principal and interest thereon (not including any portion
of such payments of interest accrued as of the date of redemption) discounted to
the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined
below) plus 25 basis points plus, in each case, accrued interest thereon to the
date of redemption.
"Adjusted Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by a Quotation Agent as having a maturity comparable to the remaining
term of the Debentures to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Debentures.
"Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if the Trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Quotations.
"Quotation Agent" means the Reference Treasury Dealer appointed by the
Company.
"Reference Treasury Dealer" means (i) J.P. Morgan Securities Inc. and its
respective successors; provided, however, that if the foregoing shall cease to
be a primary U.S. Government securities dealer in New York City (a "Primary
Treasury Dealer"), the Company shall substitute therefor another Primary
Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the
Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.
Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of the Debentures to be
redeemed. Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Debentures or
portions thereof called for redemption.
The Debentures will not be subject to any sinking fund.
S-3
<PAGE>
UNDERWRITING
The names of the Underwriters of the Debentures, 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 December
11, 1997 and the related Terms Agreement dated December 11, 1997, are as
follows:
Underwriters Principal Amount
of Debentures
J.P. Morgan Securities Inc. .......................... $ 34,000,000
Goldman, Sachs & Co. ................................. 33,000,000
SBC Warburg Dillon Read Inc. ......................... 33,000,000
---------------
Total................. $ 100,000,000
===============
J.P. Morgan Securities Inc. is the lead manager. Goldman, Sachs & Co. and
SBC Warburg Dillon Read Inc. are co-managers.
If any Debentures are purchased by the Underwriters, all Debentures will
be so purchased. The Underwriting Agreement contains provisions whereby, if any
Underwriter defaults in an obligation to purchase Debentures and if the
aggregate obligations of all Underwriters so defaulting do not exceed
$10,000,000 principal amount of Debentures, the remaining Underwriters, or some
of them, must assume such obligations.
The Debentures 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 .50% 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 Debentures 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
Debentures. After the initial public offering, the public offering price and
other selling terms may be changed by the Underwriters.
In connection with the offering, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Debentures. Specifically, the Underwriters may overallot the offering, creating
a syndicate short position. In addition, the Underwriters may bid for, and
purchase, in the open market to cover syndicate shorts or to stabilize the price
of the Debentures. Finally, the underwriting syndicate may reclaim selling
concessions allowed for distributing the Debentures in the offering, if the
syndicate repurchases previously distributed Debentures in syndicate covering
transactions, in stabilization transactions or otherwise. Any of these
activities may stabilize or maintain the market price of the Debentures above
independent market levels. The Underwriters are not required to engage in these
activities, and may end any of these activities at any time.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
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.
Mr. Peter M. Flanigan, a director of the Company, is a Director of SBC
Warburg Dillon Read Inc. SBC Warburg Dillon Read 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.
S-4
<PAGE>
[GRAPHIC OMITTED]
Anheuser-Busch Companies, Inc.
$750,000,000
Debt Securities
Anheuser-Busch Companies, Inc. (the "Company") intends to issue from time
to time its debt securities (the "Debt Securities") at an aggregate initial
offering price not to exceed $750,000,000 (or, if the principal of the Debt
Securities is payable in a foreign currency, the equivalent thereof at the time
of offering), which will be offered on terms to be determined at the time of
sale. The accompanying Prospectus Supplement (the "Prospectus Supplement") sets
forth the specific terms of the Series of Debt Securities (the "Series") in
respect of which this Prospectus is being delivered, including the designation
of the Debt Securities, the aggregate principal amount offered, the rate or
rates of interest or the provisions for determining such rate or rates and the
time of payment thereof, maturity, currency of payment, offering price, terms
relating to redemption (whether mandatory or at the option of the Company or the
holder) and information as to listing on any securities exchange.
Anheuser-Busch, Incorporated, a wholly-owned subsidiary of the Company,
will be jointly and severally liable with the Company for payment of the Debt
Securities, subject to termination of such co-obligation under certain
circumstances as described under "Description of Debt Securities--ABI
Co-Obligation".
-----------------------------------------
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.
-----------------------------------------
The Debt Securities will be sold directly, through agents designated by the
Company from time to time or through underwriters or dealers designated by the
Company. If any agents of the Company or any dealers or underwriters are
involved in the sale of the Series of Debt Securities in respect of which this
Prospectus is being delivered, the names of such agents, dealers or underwriters
and any applicable agent's commission, dealer's purchase price or underwriter's
discount are set forth in or may be calculated from the Prospectus Supplement.
The net proceeds to the Company from such sale will be the purchase price of
such Series of Debt Securities less such commission in the case of an agent, the
purchase price of such Series of Debt Securities in the case of a dealer or the
public offering price less such discount in the case of an underwriter and less,
in each case, other attributable issuance expenses. See "Plan of Distribution"
for possible indemnification arrangements for the agents, dealers and
underwriters.
-----------------------------------------
The date of this Prospectus is July 23, 1997.
1
<PAGE>
TABLE OF CONTENTS
Available Information ............................ 2
Incorporation of Documents by Reference........... 2
The Company ...................................... 3
Use of Proceeds .................................. 3
Description of Debt Securities.................... 3
Book-Entry Securities ............................ 9
Plan of Distribution.............................. 10
Legal Opinion .................................... 11
Experts ......................................... 11
-----------------------------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549;
and at the following Regional Offices of the Commission: 500 West Madison
Street, Suite 1400, Chicago, Illinois, 60661; and Seven World Trade Center,
Suite 1300, New York, New York 10048; and copies of such material can be
obtained from the public reference facilities of the Commission, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. Such
material can also be inspected and copied at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, N.Y. 10005, on which certain of the
Company's securities are listed.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission (File No. 1-7823) are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed pursuant to Section 13 of the Securities Exchange Act
of 1934.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, filed pursuant to Section 13 of the Securities Exchange Act of
1934.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the
termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on request, a copy of any of the documents
referred to above which have been or may be incorporated in this document by
reference, other than exhibits to such documents. Requests for such copies
should be directed to the Corporate Secretary, Anheuser-Busch Companies, Inc.,
One Busch Place, St. Louis, Missouri 63118, telephone 314-577-2000.
2
<PAGE>
THE COMPANY
The Company is a Delaware corporation that was organized in 1979 as the
holding company parent of Anheuser-Busch, Incorporated ("ABI"), a Missouri
corporation whose origins date back to 1875. In addition to ABI, which is the
world's largest brewer of beer, the Company is also the parent corporation to a
number of subsidiaries that conduct 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. The Company's principal office is at One Busch Place, St. Louis,
Missouri 63118, and its telephone number is (314) 577-2000.
The Company's principal product is beer, produced and distributed by its
subsidiary ABI in a variety of containers primarily under the brand names
Budweiser, Bud Light, Bud Dry, Bud Ice, Bud Ice Light, Michelob, Michelob Light,
Michelob Dry, Michelob Golden Draft, Michelob Golden Draft Light, Michelob
Classic Dark, Michelob Malt, Michelob Amber Bock, Michelob HefeWeizen, Busch,
Busch Light, Busch Ice, Natural Light, Natural Pilsner, Natural Ice, King Cobra
Malt Liquor, Red Wolf Lager, ZiegenBock Amber, American Originals (which include
three separate brands: Faust Golden Lager, Black & Tan Porter and American Hop
Ale) and Winter Brew (produced for the holiday season). ABI's products also
include two non-alcohol malt beverages, O'Doul's and Busch NA. ABI has recently
introduced the brands Hurricane Malt Liquor and Pacific Ridge Pale Ale. ABI
imports into the United States Carlsberg and Carlsberg Light beers, Elephant
Malt Liquor and Elephant Red Lager and Rio Cristal.
The Company's products are brewed and distributed in international markets
through its wholly-owned subsidiary, Anheuser-Busch International, Inc. ABI's
beer brands are distributed in twenty-three European countries and are being
sold under import distribution agreements in more than 80 countries and U.S.
territories and to the U.S. military and diplomatic corps outside the
continental United States. The Company's products are also brewed under license
or contract brewing arrangements in Argentina, Brazil, Canada, Ireland, Japan,
Korea, the Philippines and Spain. Since 1993, the Company has made equity
investments or formed joint ventures with brewers in Argentina, Brazil, China,
Mexico and the United Kingdom.
Busch Entertainment Corporation ("BEC"), a wholly-owned subsidiary of the
Company, owns, directly and through subsidiaries, nine theme parks. BEC operates
Busch Gardens theme parks in Tampa, Florida and Williamsburg, Virginia and Sea
World theme parks in Orlando, Florida, San Antonio, Texas, Aurora, Ohio and San
Diego, California. BEC also operates water park attractions in Tampa, Florida
(Adventure Island) and Williamsburg, Virginia (Water Country, U.S.A.), an
educational play park for children near Philadelphia, Pennsylvania (Sesame
Place) and the Baseball City Sports Complex near Orlando, Florida.
The Company's principal office is at One Busch Place, St. Louis, Missouri
63118 and its telephone number is 314-577-2000.
USE OF PROCEEDS
The Company intends to add the net proceeds from the sale of the Debt
Securities to the general funds of the Company to be used for general corporate
purposes. Prior to such application, such net proceeds may be invested in short
or intermediate term securities. Except as may be indicated in a Prospectus
Supplement delivered together with this Prospectus, no specific determination as
to the use of the proceeds of the Debt Securities in respect of which this
Prospectus is being delivered has been made.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued either under the Indenture dated as of
August 1, 1995 between the Company and The Chase Manhattan Bank (formerly
Chemical Bank), as trustee, or under a separate, substantially identical
indenture to be entered into between the Company and a new trustee. For each
issue of Debt Securities, the applicable indenture (the "Indenture") and the
trustee thereunder (the "Trustee") will be specified in the Prospectus
Supplement relating to such issue of Debt Securities or in an attachment
thereto. Each issue of Debt Securities will constitute a Series or Issue of
Securities (as described below) under, and will be governed by the provisions
of, the particular Indenture under which it is issued. The provisions of each of
the Indentures are substantially identical and the following description (other
than certain information pertaining only to The Chase Manhattan Bank, as
described below) is applicable to each Indenture.
A copy of each Indenture is filed as an exhibit to the Registration
Statement which has been filed with the Commission relating to the Debt
Securities. The following is a summary of certain provisions of the Indenture
and does not purport to be complete. Reference is made to the Indenture for a
complete statement of such
3
<PAGE>
provisions. Certain capitalized terms used below are
defined in the Indenture and have the meanings given to them in the Indenture.
Section references are to the Indenture.
General
The Indenture provides for the issuance by the Company from time to time of
its Securities in one or more Series which may consist of one or more Issues. An
Issue of Securities will consist of Securities having the same interest rate,
maturity and issue date. The Indenture does not limit the amount of Securities
which may be issued thereunder, and provides that the specific terms of any
Series of Securities shall be set forth in, or determined pursuant to, an
Authorizing Resolution of the Board of Directors of the Company or in a
supplemental indenture, if any, relating to such Series (Section 301).
The specific terms of the Series of Securities in respect of which this
Prospectus is being delivered are set forth in the accompanying Prospectus
Supplement relating thereto, including the following:
1. The title of the Series and whether it will consist of more than one
Issue.
2. The aggregate principal amount of the Securities of the Series.
3. The date or dates on which principal and premium, if any, on Securities
of the Series is payable, and, if applicable, the terms on which such maturity
may be extended.
4. The rate or rates of interest (if any) on the Securities of such Series
(whether floating or fixed), the provisions, if any, for determining such
interest rate or rates and adjustments thereto, the Interest Payment Dates and
the Regular Record Dates with respect thereto.
5. The currency(ies) in which principal, premium, if any, and interest are
payable by the Company, if other than United States dollars.
6. Provisions relating to redemption, at the option of the Company,
pursuant to a Sinking Fund or otherwise, or at the option of a Holder, and the
respective Redemption Dates and redemption prices and the terms and conditions
for such redemption.
7. Additional covenants or Events of Default, if any, with respect to the
Securities of such Series in addition to the covenants and Events of Default
specified in the Indenture.
8. If less than 100% of the principal amount of the Securities of such
Series is payable on acceleration or provable in bankruptcy (which may be the
case for Original Issue Discount Securities), a schedule of the amounts which
would be so payable or provable from time to time.
9. The form of the Securities of such Series, including whether the
Securities of the Series shall be issued in whole or in part in the form of one
or more Global Securities and, in such case, the Depositary or Depositaries for
such Global Security or Securities.
If not set forth in the accompanying Prospectus Supplement, the specific
terms of the Series or Issue of Debt Securities in respect of which this
Prospectus is being delivered are set forth in an attachment to the accompanying
Prospectus Supplement.
The Debt Securities will be direct and unconditional obligations of the
Company, which will be unsecured and will rank pari passu with all other
unsecured senior indebtedness of the Company outstanding at the time.
Except as otherwise specified in the Authorizing Resolution relating to the
Securities in respect of which this Prospectus is being delivered, principal and
interest on the Securities are to be payable, and the Securities are to be
transferable, at the office of the Trustee (in the case of The Chase Manhattan
Bank, at its Corporate Trust Office, 450 West 33rd Street, New York, New York,
or, in the case of any other Trustee, at the office and address specified in the
related Prospectus Supplement or in an attachment thereto), but payment of
interest, other than interest due on a Maturity Date, may be made at the option
of the Company by check mailed to the address of the person entitled thereto as
shown on the Security Register (Sections 202, 301, 305 and 1002). The Securities
are to be registered without coupons in the denomination of $1,000 or any
integral multiple thereof, or in such other currencies or denominations as may
be specified in, or pursuant to, the Authorizing Resolution relating to a Series
of Securities (Section 302). No service charge will be made for any transfer or
exchange of Securities, except any tax or other governmental charges that may be
imposed in connection therewith (Section 305).
Indebtedness; Dividends; Security Purchases; Other Terms
The Indenture does not limit the amount of unsecured indebtedness of the
Company or limit the payment of dividends or the acquisition of the Securities
or any other debt or equity security of the Company (but Funded Debt of
Restricted Subsidiaries is limited as described below under "Limitation on
Funded Debt of Restricted Subsidiaries").
4
<PAGE>
Neither the Indenture nor the Securities afford Holders of Securities
protection in the event of a change in control or similar event affecting the
Company. In addition, the Indenture does not afford protection to Holders in the
event that the Company enters into a highly leveraged or other transaction which
may adversely affect the Holders, except for the limitations set forth below
under "Creation of Secured Indebtedness," "Limitation on Funded Debt of
Restricted Subsidiaries" and "Sale-Leaseback Financings." The holders of the
Company's 8 3/4% Notes Due December 1, 1999 and 9% Debentures Due December 1,
2009 (currently outstanding in the aggregate principal amount of $600 million)
have the right to require the Company to repurchase such securities following
the occurrence of certain change in control events or other Risk Events (as
defined), if any such event results in the rating of such securities being
lowered below Investment Grade (as defined) or withdrawn. If any rights in
respect of such matters are granted to the Holders of any Series of Securities,
such rights will be described in the accompanying Prospectus Supplement. In the
event any change in control or other provision requiring the purchase of
Securities is applicable to the Debt Securities, the Company will comply with
Section 14(e) of the Securities Exchange Act of 1934 and Rule 14e-1 thereunder
in connection with such purchases.
Definitions
For purposes of the Indenture covenants described below:
"Funded Debt" means, generally, indebtedness for money borrowed maturing
more than 12 months from the date of determination or extendable beyond 12
months from such date at the option of the borrower, and direct guarantees of
such indebtedness of other Persons, subject to certain exceptions, including
exceptions for capitalized lease obligations and indirect guarantees and
contingent obligations in respect of indebtedness of other Persons, which
exception includes agreements to purchase or repurchase obligations of other
Persons, agreements to provide funds to or invest in other Persons, agreements
to pay for property, products or services of other Persons and any demand
charge, throughput, take-or-pay, keep-well, make-whole or maintenance of working
capital or earnings or similar agreements.
"Net Tangible Assets" means the total assets of the Company and its
Restricted Subsidiaries (including, with respect to the Company, its net
investment in Unrestricted Subsidiaries) after deducting therefrom (a) all
current liabilities (excluding any thereof constituting Funded Debt by reason of
being renewable or extendable) and (b) all goodwill, trade names, trademarks,
patents, unamortized debt discount and expense, organization and developmental
expenses and other like segregated intangibles, all as computed by the Company
in accordance with generally accepted accounting principles as of a date within
90 days of the date as of which the determination is being made; provided, that
any items constituting deferred income taxes, deferred investment tax credit or
other similar items shall not be taken into account as a liability or as a
deduction from or adjustment to total assets.
"Principal Plant" means any brewery, or any manufacturing, processing or
packaging plant, now owned or hereafter acquired by the Company or any
Subsidiary, but shall not include any (a) brewery or manufacturing, processing
or packaging plant which the Company shall by Board Resolution have determined
is not of material importance to the total business conducted by the Company and
its Subsidiaries or (b) any plant which the Company shall by Board Resolution
have determined is used primarily for transportation, marketing or warehousing.
Any such determination will be effective as of the date specified in the
applicable Board Resolution.
"Restricted Subsidiary" means (i) any Subsidiary which owns or operates a
Principal Plant, except any Subsidiary incorporated, or the principal place of
business of which is located, outside the United States and (ii) any other
subsidiary which the Company, by Board Resolution, shall elect to be treated as
a Restricted Subsidiary, until such time as the Company may, by further Board
Resolution, elect that such Subsidiary shall no longer be a Restricted
Subsidiary, successive such elections being permitted without restriction. Any
such election will be effective as of the date specified in the applicable Board
Resolution.
"Subsidiary" means any corporation of which more than 50% of the issued and
outstanding stock entitled to vote for the election of directors (otherwise than
by reason of default in dividends) is at the time owned directly or indirectly
by the Company or a Subsidiary or Subsidiaries or by the Company and a
Subsidiary or Subsidiaries (Section 101).
Creation of Secured Indebtedness
The Indenture provides that the Company will not, nor will it permit any
Restricted Subsidiary to, create, assume, guarantee or suffer to exist any
indebtedness for borrowed money secured by pledge of, or mortgage or lien on,
any of its Principal Plants or on any capital stock of any Restricted Subsidiary
(other than (a) purchase money liens, (b) liens existing at the time of
acquisition of property (including through merger or consolidation) or securing
indebtedness the proceeds of which are used to pay or reimburse the Company or a
Restricted
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Subsidiary for the cost of such property (provided such indebtedness is
incurred within 180 days after such acquisition), (c) liens on property of a
Restricted Subsidiary existing at the time it becomes a Restricted Subsidiary,
(d) liens to secure the cost of development or construction of property, or
improvements thereon, and which are released or satisfied within 120 days after
completion of the development or construction, (e) liens in connection with the
acquisition or construction of Principal Plants or additions thereto financed by
tax-exempt securities, (f) liens securing indebtedness owing to the Company or a
Restricted Subsidiary by a Restricted Subsidiary, (g) liens existing at the date
of the Indenture, (h) liens required in connection with state or local
governmental programs which provide financial or tax benefits, provided the
obligations secured are in lieu of or reduce an obligation that would have been
secured by a lien permitted under the Indenture, (i) extensions, renewals or
replacements of the liens referred to in clauses (a) through (h), (j) as
permitted under the provisions described in the following two paragraphs herein
and (k) in connection with sale-leaseback transactions permitted under the
Indenture), without effectively providing that the Securities (together with, if
the Company shall so determine, any other indebtedness of the Company then
existing or thereafter created ranking equally with the Securities and any other
indebtedness of such Restricted Subsidiary then existing or thereafter created)
shall be secured by the security for such secured indebtedness equally and
ratably therewith (Section 1006(a)).
Notwithstanding the provisions referred to in the immediately preceding
paragraph, the Company or any Restricted Subsidiary may, without ratably
securing the Securities, create, assume, guarantee or suffer to exist any
indebtedness which would otherwise be subject to such restrictions, and renew,
extend or replace such indebtedness, provided that the aggregate amount of such
indebtedness, when added to the fair market value of property transferred in
certain sale and leaseback transactions permitted by Section 1007(c) as
described below under "Sale-Leaseback Financings" and the aggregate amount of
certain Funded Debt of Restricted Subsidiaries permitted by Section 1008(b) as
described below under "Limitation on Funded Debt of Restricted Subsidiaries"
(computed without duplication of amounts), does not at the time exceed 10% of
Net Tangible Assets (Section 1006(d)).
If the Company or any Restricted Subsidiary shall merge or consolidate
with, or purchase all or substantially all of the assets of, another
corporation, or the Company shall sell all or substantially all of its assets to
another corporation, and if such other corporation has outstanding obligations
secured by a mortgage or other lien which, by reason of an after-acquired
property clause or similar provision, would extend to any Principal Plant owned
by the Company or such Restricted Subsidiary immediately prior thereto, the
Company or such Restricted Subsidiary, as the case may be, will in such event be
deemed to have created a mortgage or lien, within the prohibition of the
covenant referred to above, unless (i) such merger or consolidation involving a
Restricted Subsidiary constitutes a disposition by the Company of its interest
in the Restricted Subsidiary or (ii) either (a) at or prior to the effective
date of such merger, consolidation, sale or purchase such lien shall be released
of record or satisfied to the extent it would extend to such Principal Plant or
(b) prior thereto, the Company or such Restricted Subsidiary shall have created,
as security for the Securities (and, if the Company shall so determine, as
security for any other indebtedness of the Company then existing or thereafter
created ranking equally with the Securities and any other indebtedness of such
Restricted Subsidiary then existing or thereafter created), a valid lien which
will rank prior to the lien of such mortgage or other lien of such other
corporation on such Principal Plant of the Company or such Restricted
Subsidiary, as the case may be (Section 1006(b)).
In each instance referred to in the preceding paragraphs where the Company
is obligated to provide security for the Securities, the Company would be
required to provide comparable security for other outstanding indebtedness under
the indentures and other agreements relating thereto.
Limitation on Funded Debt of Restricted Subsidiaries
The Company will not permit any Restricted Subsidiary to create, assume or
permit to exist any Funded Debt other than (i) Funded Debt secured by a
mortgage, pledge or lien which is permitted to such Restricted Subsidiary under
the provisions of Section 1006 described above under "Creation of Secured
Indebtedness", (ii) Funded Debt owed to the Company or any Restricted
Subsidiary, (iii) Funded Debt of a corporation existing at the time it becomes a
Restricted Subsidiary, (iv) Funded Debt created in connection with, or with a
view to, compliance by such Restricted Subsidiary with the requirements of any
program, law, statute or regulation of any federal, state or local governmental
authority and applicable to such Restricted Subsidiary and providing financial
or tax benefits to such Restricted Subsidiary which are not available directly
to the Company, or not available on as favorable terms, (v) guarantees existing
at the date of the Indenture and (vi) guarantees of Funded Debt with respect to
which the Company is liable, on terms substantially similar to the terms of the
Supplemental Agreement described below under "ABI Co-Obligation" (Section
1008(a)).
Notwithstanding the provisions referred to in the immediately preceding
paragraph, any Restricted Subsidiary may create, assume or permit to exist
Funded Debt in addition to that permitted by such provisions, and renew, extend
or replace such Funded Debt, provided that at the time of such creation,
assumption, renewal,
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extension or replacement, and after giving effect thereto, the aggregate
amount of such Funded Debt which would otherwise be subject to such restriction,
together with the aggregate amount of indebtedness for borrowed money permitted
by Section 1006(d) as described above under "Creation of Secured Indebtedness"
and the aggregate amount of the fair market value of property transferred in
sale and leaseback transactions permitted by Section 1007(c) as described below
under "Sale-Leaseback Financings" (computed without duplication of amounts) does
not at the time exceed 10% of Net Tangible Assets (Section 1008(b)).
Sale-Leaseback Financings
The Indenture provides that neither the Company nor any Restricted
Subsidiary will enter into any sale and leaseback transaction involving any
Principal Plant, other than a sale by a Restricted Subsidiary to the Company or
a Restricted Subsidiary or a transaction involving a lease for a temporary
period, not to exceed three years, by the end of which it is intended to
discontinue use of the property, unless (i) the net proceeds of such sale
(including any purchase money mortgages received in connection with such sale)
are at least equal to the fair market value (as determined by Board Resolution)
of such property and (ii) within 120 days of the transfer of title to such
property the Company purchases and retires a principal amount of Securities, or
repays other Funded Debt of the Company or any Restricted Subsidiary, or makes
expenditures for the expansion, construction or acquisition of a Principal
Plant, or effects some combination of such repurchases, repayments and plant
expenditures, equal to the net proceeds received by the Company or such
Restricted Subsidiary upon such sale (Section 1007).
Notwithstanding the restriction referred to in the immediately preceding
paragraph, the Company or any Restricted Subsidiary may transfer property in
sale and leaseback transactions which would otherwise be subject to such
restriction if the aggregate amount of the fair market value of the property so
transferred, when added to the aggregate amount of certain Funded Debt of
Restricted Subsidiaries permitted by Section 1008(d) as described above under
"Limitation on Funded Debt of Restricted Subsidiaries" and the aggregate amount
of indebtedness for borrowed money permitted by Section 1006(d) as described
above under "Creation of Secured Indebtedness" (computed without duplication of
amounts), does not at the time exceed 10% of Net Tangible Assets (Section
1007(c)).
Merger
The Indenture provides that the Company may not consolidate with or merge
into any other corporation or transfer or lease its properties and assets
substantially as an entirety unless certain conditions are met, including the
assumption of the Securities by any successor corporation to the Company
(Sections 801 and 1006).
Modification of the Indenture
Modifications and amendments of the Indenture may be made by the Company
and the Trustee with consent of the Holders of a majority in principal amount of
the Outstanding Securities affected thereby (voting as a single class), provided
that no supplemental indenture may reduce the principal amount of or interest or
premium payable on any Security, change the maturity date or dates of the
principal, the interest payment dates or other terms of payment, or reduce the
percentage of Holders necessary to modify or alter the Indenture, without the
consent of each Holder of Outstanding Debt Securities affected thereby (Section
902). The Company and the Trustee may modify and amend the Indenture without the
consent of any Holders for certain specified purposes, including to make any
change which, in the opinion of counsel to the Company, does not materially
adversely affect the interests of the Holders of the Series of Securities
affected thereby (Section 901).
ABI Co-Obligation
Pursuant to a Supplemental Agreement to be entered into with respect to
each Series, in the form attached to the Indenture, ABI will be jointly and
severally liable with the Company for the payment of the principal of (and
premium, if any) and interest on the Debt Securities of such Series. As provided
in such Supplemental Agreement, the Company may elect to terminate the
obligations of ABI thereunder if (1) there is outstanding no Funded Debt for
which ABI is liable, as direct obligor, co-obligor, guarantor or otherwise,
except for Funded Debt permitted under the provisions described above under
"Limitation on Funded Debt of Restricted Subsidiaries", and (2) all liability of
ABI as co-obligor for Funded Debt of the Company shall have been terminated or
shall terminate at approximately the same time as the termination of the
obligations of ABI under such Supplemental Agreement, and (3) there shall be no
Event of Default or event which, with the passage of time or giving of notice,
or both, would become an Event of Default.
Events of Default, Notice and Waiver
The Indenture defines an Event of Default, with respect to any Issue of
Securities, as: (a) default in the payment of any interest on any Security of
that Issue, continued for 30 days, (b) default in the payment of principal, or
premium, if any, on any Security of that Issue when due, and, in the case of a
principal payment
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becoming due by reason of an optional redemption by the Company,
continuance of such default for 30 days, (c) default in the deposit of a
required Sinking Fund installment (if any) in respect of such Issue and
continuance of such default for 30 days, (d) default in the performance of any
other covenant of the Company continued for 90 days after written notice by the
Trustee or holders of at least 25% in principal amount of the Outstanding
Securities of all Issues affected thereby, and (e) certain events of bankruptcy,
insolvency or reorganization (Section 501). Additional Events of Default, if
any, applicable to the Series or Issue of Securities in respect of which this
Prospectus is being delivered are specified in the accompanying Prospectus
Supplement. Other events or occurrences regarding the Company or the Securities,
some of which may be adverse to Holders of Securities, would not constitute
Events of Default and would not give rise to the remedies provided in the
Indenture.
If there shall occur and be continuing an Event of Default with respect to
the payment of principal or premium, if any, or interest or any Sinking Fund
installment on the Securities of any Issue, the Trustee, or the holders of at
least 25% in principal amount of the Securities of such Issue then Outstanding,
may declare the principal amount of all the Securities of such Issue immediately
due and payable. If there shall occur and be continuing (i) an Event of Default
with respect to any covenant of the Company applicable to the Securities of any
or all Issues or (ii) any other Event of Default referred to above, other than
payment defaults, the Trustee or the Holders of at least 25% in principal amount
of all Securities then Outstanding in respect of which the Event of Default has
occurred (voting as a single class) may declare the principal amount of all of
the Securities so affected immediately due and payable. The Holders of a
majority in principal amount of the Securities then Outstanding so affected
(voting as a single class) (or, in the case of a payment default as to any
Issue, the Holders of a majority in principal amount of the Securities of such
Issue) may rescind such declaration and the effects thereof if the default is
cured. No Holder of Securities may enforce the Indenture except in the case of a
refusal or neglect of the Trustee to act after notice of default and after
request by the Holders of a majority in principal amount of the outstanding
Securities of any Issue or Series as to which a default has occurred, and the
offer to the Trustee of reasonable indemnity, but this provision does not
prevent any holder of any Security from enforcing payment of principal or
premium, if any, or interest on such holder's Security (Sections 502, 507 and
508).
The Indenture provides that the Trustee will, within 90 days after the
occurrence of a default with respect to any Securities, give to the Holders of
such Securities notice of all uncured defaults (as defined, not including any
grace periods) known to it; but, except in the case of a payment default on any
of the Securities, the Trustee will be protected in withholding such notice if
it in good faith determines that the withholding of such notice is in the
interest of such Holders (Section 602).
The Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during default to act with the required standard of care, to
be indemnified by the Holders of Securities issued thereunder before proceeding
to exercise any right or power under the Indenture at the request of such
Holders (Section 603(e)). The Indenture provides that the Holders of a majority
in principal amount of the Outstanding Securities of any Series (voting as a
single class) may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred upon the Trustee in respect of the Securities of such Series (Section
512).
The Holders of a majority in principal amount of the Outstanding Securities
of all Series affected thereby (voting as a single class) may, on behalf of the
Holders of all such Securities, waive certain past defaults except a default in
payment of the principal of, or premium, if any, or interest on any Security
(Section 513). The Holders of a majority in principal amount of Outstanding
Securities of all Series entitled to the benefits thereof (voting as a single
class) may waive compliance with certain covenants under the Indenture (Section
1010).
The Company is required to furnish to the Trustee, annually, a statement as
to the fulfillment by the Company of its obligations under the Indenture
(Section 1004).
Satisfaction and Discharge
The Indenture provides that, at the option of the Company, the Indenture
will be satisfied and discharged and cease to be of further effect (except for
certain rights relating to transfers or exchanges of Securities) if all of the
Outstanding Securities have been delivered to the Trustee for cancellation,
except for Securities in respect of which the Company has made irrevocable
provision for payment within one year in accordance with the requirements of the
Indenture (Article Four).
At the election of the Company, (a) the obligations of the Company under
the Indenture with respect to one or more Series of Securities (except for
certain obligations relating to transfers or exchanges of Securities) or (b) the
obligations of the Company under certain covenants contained in the Indenture
(including, among others, those described above under "Creation of Secured
Indebtedness," "Limitation on Funded Debt of Restricted Subsidiaries" and
"Sale-Leaseback Financings") with respect to one or more Series of Securities,
may be
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satisfied and discharged upon the satisfaction of certain conditions,
including the deposit with the Trustee of money or U.S. government obligations
sufficient for payment of such Series of Securities (Article Thirteen).
Regarding the Trustee
For each Series or Issue of Debt Securities, the Trustee under the
applicable Indenture will either be The Chase Manhattan Bank or a new Trustee
selected by the Company, as specified in the related Prospectus Supplement or an
attachment thereto.
The Chase Manhattan Bank is the Trustee under one of the Indentures
referred to herein, which is dated as of August 1, 1995. The following Series of
Securities have been issued under this Indenture: (a) $250,000,000 principal
amount of 7-1/8% Debentures Due July 1, 2017, (b) $250,000,000 principal amount
of 7.1% Notes due June 15, 2007 (c) $100,000,000 principal amount of 7% Notes
Due September 1, 2005, (d)$250,000,000 principal amount 6.75% Notes Due November
1, 2006, (e) $150,000,000 principal amount of 7-3/8% Debentures Due September
15, 2015, (f) $200,000,000 principal amount of 7% Debentures Due December 1,
2025 and (g) $200,000,000 principal amount of 6.75% Notes Due August 1, 2003.
The Chase Manhattan Bank also acts as trustee (or successor trustee) under the
following Indentures with the Company: (i) an Indenture dated as of September 1,
1992 under which there have been issued $200,000,000 principal amount of 6.90%
Notes Due October 1, 2002, $200,000,000 principal amount of 7-3/8% Debentures
Due July 1, 2023, $200,000,000 principal amount of 6.75% Notes Due June 1, 2005,
and $35,000,000 principal amount of Medium-Term Notes; (ii) an Indenture dated
as of August 1, 1987 under which there have been issued $350,000,000 principal
amount of 9% Debentures Due December 1, 2009, $250,000,000 principal amount of 8
3/4% Notes Due December 1, 1999 and $60,000,000 principal amount of Medium-Term
Notes, Second Series; and (iii) an Indenture dated as of October 1, 1982 under
which there have been issued $150,000,000 principal amount of 8-5/8% Sinking
Fund Debentures Due December 1, 2016 and $150,000,000 principal amount of 8-1/2%
Sinking Fund Debentures Due March 1, 2017. The Chase Manhattan Bank also is a
party to a credit agreement with the Company, under which it has committed to
lend to the Company a maximum of $125 million.
Information regarding any other Trustee under the applicable Indenture for
a Series or Issue of Debt Securities will be furnished with the Prospectus
Supplement relating to such Series or Issue of Debt Securities.
BOOK-ENTRY SECURITIES
If so indicated on the related Prospectus Supplement, the Debt Securities
will be issued in book-entry form ("Book-Entry Securities"), which will be
represented by a single global Security, and which will be deposited with, or on
behalf of, The Depository Trust Company, as depositary (the "Depositary"), and
will be registered in the name of the Depositary or a nominee of the Depositary.
Ownership of beneficial interests in a global Security will be limited to
participants and to persons that may hold interests through institutions that
have accounts with the Depositary ("participants"). Ownership of beneficial
interests by participants in a global Security will be shown on, and the
transfer of that ownership interest will be effected only through, records
maintained by the Depositary for such global Security. Ownership of beneficial
interests in such global Security by persons that hold through participants will
be shown on, and the transfer of that ownership interest within such participant
will be effected only through, records maintained by such participant.
Payment of principal of and any premium and interest on Book-Entry
Securities represented by such global Security will be made to the Depositary or
its nominee, as the case may be, as the sole registered owner and the sole
Holder of the Book-Entry Securities represented thereby for all purposes under
the Indenture. The Company, the Trustee and their agents will not have any
responsibility or liability for any aspect of the Depositary's records relating
to or payments made on account of beneficial ownership interests in a global
Security representing any Book-Entry Securities or for maintaining, supervising
or reviewing any of the Depositary's records relating to such beneficial
ownership interests.
The Company has been advised by the Depositary that upon receipt of any
payment of principal of or any premium or interest on such global Security, the
Depositary will immediately credit, on its book-entry registration and transfer
system, the accounts of participants with payments in amounts proportionate to
their respective beneficial interests in the principal amount of such global
Security as shown on the records of the Depositary. Payments by participants to
owners of beneficial interests in the global Security held through such
participants will be governed by standing instructions and customary practices,
as is now the case with securities held for customer accounts registered in
"street name", and will be the sole responsibility of such participants.
The global Security may not be transferred except as a whole by a nominee
of the Depositary to the Depositary or another nominee of the Depositary or by
the Depositary or any such nominee to a successor of the Depositary or a nominee
of such successor.
The global Security representing Book-Entry Securities is exchangeable for
definitive Securities in registered form, bearing interest (if any) at the same
rate or pursuant to the same formula, having the same date of issuance,
redemption provisions, stated maturity and other terms and of differing
denominations aggregating a like amount, only if (x) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for such global
Security or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the Company does not appoint a successor Depositary within 90 days or
(y) the Company approves such exchange. In that event, the global Security will
be exchangeable for definitive Securities in registered form, bearing interest
at the same rate, having the same date of issuance, redemption provisions,
stated maturity and other terms and of differing denominations aggregating a
like principal amount. Such definitive Securities will be registered in the
names of the owners of the beneficial interests in the global Securities as
provided by the Depositary's participants.
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Except as provided above, owners of beneficial interests in such global
Security will not be entitled to receive physical delivery of Securities in
definitive form and will not be considered the Holders thereof for any purpose
under the Indenture, and the global Security representing Book-Entry Securities
will not be exchangeable. Accordingly, each person owning a beneficial interest
in such global Security must rely on the procedures of the Depositary and, if
such person is not a participant, on the procedures of the participant through
which such person owns its interest, to exercise any rights of a Holder under
the Indenture. The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a global Security.
The Depositary may grant proxies and otherwise authorize participants to
give or take any request, demand, authorization, direction, notice, consent,
waiver or other action which a Holder is entitled to give or take under the
Indenture. The Company understands that under existing industry practices, in
the event that the Company requests any action of Holders or that an owner of a
beneficial interest in such a global Security desires to give or take any action
which a Holder is entitled to give or take under the Indenture, the Depositary
would authorize the participants holding the relevant beneficial interests to
give or take such action, and such participants would authorize beneficial
owners owning through such participants to give or take such action or would
otherwise act upon the instructions of beneficial owners owning through them.
The Depositary has advised the Company that the Depositary is a
limited-purpose trust company organized under the laws of the State of New York,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered under the Exchange Act. The Depositary was created to hold the
securities of its participants and to facilitate the clearance and settlement of
securities transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. The
Depositary's participants include securities brokers and dealers (which may
include agents or underwriters referred to in the related Prospectus
Supplement), banks, trust companies, clearing corporations, and certain other
organizations some of whom (and/or their representatives) own the Depositary.
Access to the Depositary's book-entry system is also available to others, such
as banks, brokers, dealers and trust companies that clear through or maintain a
custodian relationship with a participant, either directly or indirectly.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities in any of three ways: (i) through
underwriters or dealers; (ii) directly to a limited number of institutional
purchasers or to a single purchaser; or (iii) through agents. Any such
underwriter, dealer or agent may be deemed to be an underwriter within the
meaning of the Securities Act of 1933. The terms of the offering of the Series
of Debt Securities with respect to which this Prospectus is being delivered are
set forth in the Prospectus Supplement which accompanies this Prospectus,
including the name or names of any underwriters, the purchase price of such
Series and the proceeds to the Company from such sale, any underwriting
discounts and other items constituting underwriters' compensation, any initial
public offering price and any discounts or concessions which may be allowed or
reallowed or paid to dealers and any securities exchanges on which the Series
may be listed.
If underwriters are used in the sale, the Debt Securities will be acquired
by the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The Debt
Securities may be
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offered to the public either through underwriting syndicates represented by
managing underwriters or directly by such managing underwriters or other firms.
Unless otherwise set forth in the Prospectus Supplement, the obligations of the
underwriters to purchase the Debt Securities described in the accompanying
Prospectus Supplement will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all such Debt Securities if any are
purchased. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time. Debt
Securities may be sold directly by the Company or through agents designated by
the Company from time to time. Any agents involved in the offer or sale of the
Debt Securities in respect of which this Prospectus is being delivered are
named, and any commissions payable by the Company to such agents are set forth,
in the accompanying Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best efforts basis for
the period of its appointment. If so indicated in the Prospectus Supplement, the
Company will authorize agents, underwriters or dealers to solicit offers by
certain specified institutions to purchase the Issue or Series of Debt
Securities to which this Prospectus and the Prospectus Supplement relates from
the Company at the public offering price set forth in the Prospectus Supplement
pursuant to delayed delivery contracts providing for payment and delivery on a
specified date in the future. Such contracts will be subject only to those
conditions set forth in the Prospectus Supplement, and the Prospectus Supplement
will set forth the commission payable for solicitation of such contracts. Agents
and underwriters may be entitled under agreements entered into with the Company
to indemnification by the Company against certain civil liabilities, including
liabilities under the Securities Act of 1933. Agents and underwriters may be
customers of, engage in transactions with, or perform services for the Company
in the ordinary course of business.
LEGAL OPINION
Certain legal matters relating to the Debt Securities are being passed upon
for the Company by its counsel, Bryan Cave LLP, One Metropolitan Square, St.
Louis, Missouri 63102.
EXPERTS
The annual consolidated financial statements of the Company incorporated in
this Prospectus by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996 have been so incorporated in reliance on the report
of Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
