PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 3, 1996)
$250,000,000
[CORPORATE LOGO]
ANHEUSER-BUSCH COMPANIES
7-1/8% DEBENTURES DUE JULY 1, 2017
(INTEREST PAYABLE JANUARY 1 AND JULY 1)
------------------------------------
The Debentures will be redeemable at the option of the Company at any
time on or after July 1, 2007, as set forth herein.
The Debentures 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 Debentures, to which principal
and interest payments on the Debentures will be made. Individual purchases will
be made only in book-entry form (as described herein). Purchasers of such
book-entry interests in the Debentures 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+ Company++
------------ ------------- ------------
Per Debenture ....................... 98.927% .875% 98.052%
Total ............................... $247,317,500 $2,187,500 $245,130,000
- ---------------
* Plus accrued interest, if any, from July 10, 1997.
+ The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
++ Before deducting expenses payable by the Company estimated at $150,000.
------------------------------------
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 July 10, 1997, through the facilities of the
Depositary, against payment therefor in immediately available funds. The
Underwriters are:
Dillon, Read & Co. Inc.
Goldman, Sachs & Co.
J.P. Morgan & Co.
The date of this Prospectus Supplement is July 7, 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 OVER-ALLOT 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".
------------------------------------
DESCRIPTION OF DEBENTURES
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 7-1/8% per annum from
July 10, 1997, payable semi-annually on each January 1 and July 1, commencing
January 1, 1998. Interest will be paid to the persons in whose names the
Debentures are registered at the close of business on the June 15 or December 15
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.
The Debentures will be redeemable at the option of the Company at any
time on or after July 1, 2007, in whole or in part, upon not fewer than 30 days'
nor more than 60 days' notice, at Redemption Prices equal to the percentages set
forth below of the principal amount to be redeemed for the respective 12-month
periods beginning July 1 of the years indicated, together in each case with
accrued interest to the Redemption Date:
12 MONTHS BEGINNING REDEMPTION 12 MONTHS BEGINNING REDEMPTION
JULY 1 PRICE JULY 1 PRICE
------------------- --------------- ------------------- ---------------
2007 103.026% 2012 101.513%
2008 102.723% 2013 101.210%
2009 102.421% 2014 100.908%
2010 102.118% 2015 100.605%
2011 101.816% 2016 100.303%
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
November 8, 1996 and the related Terms Agreement dated July 7, 1997, are as
follows:
Principal
Amount of
Underwriter Debentures
------------------------------------------------ ---------------
Dillon, Read & Co. Inc.......................... $ 83,500,000
Goldman, Sachs & Co............................. 83,250,000
J.P. Morgan Securities Inc...................... 83,250,000
---------------
Total $ 250,000,000
===============
Dillon, Read & Co. Inc. is the lead manager. Goldman, Sachs & Co. and
J.P. Morgan Securities 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
S-2
<PAGE>
if the aggregate obligations of all Underwriters so defaulting do not exceed
$25,000,000 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 of the Debentures, the Underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price of
the Debentures. Specifically, the Underwriters may over-allot any such offering,
creating a short position for the account of one or more Underwriters. In
addition, the Underwriters may bid for, and purchase, the Debentures in the open
market to cover short positions or to stabilize the price of the Debentures. 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. 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.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio for the Company's earnings to
fixed charges, on a consolidated basis, for the periods indicated:
Three Months
Ended March 31, Year Ended December 31,
------------------ ------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
-------- -------- -------- -------- -------- -------- --------
7.5x 7.8x(1) 8.1x(2) 6.6x(3) 7.7x 5.8x(4) 7.7x
For purposes of this ratio, earnings have been calculated by adding to
income before income taxes the amount of fixed charges. Fixed charges consist of
interest on all indebtedness, amortization of debt discount and expense and that
portion of rental expense deemed to represent interest.
(1) The ratio includes the gain from the sale of the Cardinals which
increased income before income taxes by $54.7 million. Excluding
this one-time gain, the ratio would have been 7.0x.
(2) The ratio includes the gain from the sale of the Cardinals which
increased income before income taxes by $54.7 million. Excluding
this one-time gain, the ratio would have been 7.9x.
(3) The ratio includes the impact of the Tampa brewery shutdown and the
reduction of wholesaler inventories. Excluding these non-recurring
items, the ratio would have been 7.6x.
(4) The ratio includes the impact of the Company's restructuring charge
which decreased income before income taxes by $401.3 million.
Excluding this one-time charge, the ratio would have been 7.5x.
S-3
<PAGE>
OPINION OF COUNSEL
Certain legal metters relating to the Debentures are being passed upon
for the Company by its counsel, Bryan Cave LLP, St. Louis, Missouri. Certain
legal matters relating to the offering are being passed upon for the
Underwriters by their counsel, Cahill Gordon & Reindel (a partnership including
a professional corporation), New York, New York.
S-4
<PAGE>
[LEFT COLUMN]
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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 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.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page
Description of Debentures ............................................... S-2
Underwriting ............................................................ S-2
Ratio of Earnings to Fixed Charges ....................................... S-3
Opinion of Counsel ...................................................... 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 .................................................... 10
Plan of Distribution ..................................................... 11
Legal Opinion ............................................................ 12
Experts ................................................................. 12
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[RIGHT COLUMN]
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[CORPORATE LOGO]
ANHEUSER-BUSCH
COMPANIES
---------------------
$250,000,000
7-1/8% Debentures
Due July 1, 2017
---------------------
PROSPECTUS SUPPLEMENT
---------------------
Dillon, Read & Co. Inc.
Goldman, Sachs & Co.
J.P. Morgan & Co.
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