<PAGE> 1
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 3, 1996)
[ANHEUSER-BUSCH COMPANIES, INC. LOGO]
ANHEUSER-BUSCH COMPANIES, INC.
$250,000,000
7.1% Notes due June 15, 2007
Interest payable June 15 and December 15
ISSUE PRICE: 99.921%
The Notes will be redeemable at the option of the Company at any time on or
after June 15, 2004, as set forth herein.
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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<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) COMPANY(3)
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<S> <C> <C> <C>
Per Note 99.921% 0.650% 99.271%
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Total $250,000,000 $1,625,000 $248,177,500
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</TABLE>
(1) Plus accrued interest, if any, from June 11, 1997.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(3) Before deducting expenses payable by the Company estimated at $150,000.
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 June 11, 1997, through the facilities of the
Depositary, against payment therefor in immediately available funds.
J.P. MORGAN & CO.
DILLON, READ & CO. INC.
GOLDMAN, SACHS & CO.
June 6, 1997.
<PAGE> 2
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES.
SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE OFFERING,
AND MAY BID FOR, AND PURCHASE, THE NOTES 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
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PAGE
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PROSPECTUS SUPPLEMENT
Ratio of Earnings to Fixed Charges.......................... S-3
Description of Notes........................................ S-3
Underwriting................................................ S-4
Legal Opinion............................................... S-5
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
</TABLE>
S-2
<PAGE> 3
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of the Company's earnings to fixed
charges, on a consolidated basis, for the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
--------------- --------------------------------
1997 1996 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
7.5x 7.8x(1) 8.1x(2) 6.6x(3) 7.7x 5.8x(4) 7.7x
</TABLE>
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.
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 7.1% per annum from June 11,
1997, payable semi-annually on each June 15 and December 15, commencing on
December 15, 1997. Interest will be paid to the persons in whose names the Notes
are registered at the close of business on the June 1 or December 1 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 June 15, 2004, in whole or in part, upon not fewer than 30 days' nor more
than 60 days' notice, at a Redemption Price equal to 100% of the principal
amount thereof, together with accrued interest to the date fixed for redemption.
S-3
<PAGE> 4
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 June 6,
1997 and the related Terms Agreement dated June 6, 1997, are as follows:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF NOTES
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<S> <C>
J.P. Morgan Securities Inc.................................. $ 86,000,000
Dillon, Read & Co. Inc...................................... 82,000,000
Goldman, Sachs & Co......................................... 82,000,000
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Total............................................. $250,000,000
============
</TABLE>
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 $25,000,000
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, 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.
In connection with the offering, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Notes. 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 Notes. Finally, the underwriting syndicate may reclaim selling
concessions allowed for distributing the Notes in the offering, if the syndicate
repurchases previously distributed Notes in syndicate covering transactions, in
stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the Notes 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 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.
S-4
<PAGE> 5
LEGAL OPINION
Certain legal matters relating to the Notes 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-5
