PROSPECTUS SUPPLEMENT
To Prospectus dated July 23, 1997
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[GRAPHIC OMITTED]
ANHEUSER-BUSCH COMPANIES
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$100,000,000
6 1/2% Debentures Due January 1, 2028
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Interest on the Debentures is payable semi-annually on January 1 and July 1 in
each year, commencing July 1, 1998.
The Debentures will mature on January 1, 2028. 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."
The Debentures will be unsecured and will rank equally with all other unsecured
and unsubordinated obligations of the Company.
The Debentures will be represented by one or more Global Debentures registered
in the name of DTC's nominee. Beneficial interests in the Global Debenture will
be shown on, and transfers thereof will be effected only through, records
maintained by DTC (in respect of its participants) and its participants. Except
as described in the accompanying Prospectus, Debentures in definitive form will
not be issued. Settlement for the Debentures will be made in immediately
available funds. The Debentures will trade in DTC's Same-Day Funds Settlement
System until maturity, and secondary market trading activity in the Debentures
will therefore settle in immediately available funds. All payments of principal
and interest will be made by the Company in immediately available funds. 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.
<TABLE>
<CAPTION>
Price to Underwriting Proceeds to
Public(1) Discount (2) Company(1)(3)
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<S> <C> <C> <C>
Per Debenture 99.761% .875% 98.886%
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Total $99,761,000 $875,000 $98,886,000
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</TABLE>
(1) Plus accrued interest, if any, from January 12, 1998.
(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 $100,000.
The Debentures are offered by the Underwriters subject to receipt and acceptance
by them and subject to their right to reject any order in whole or in part. It
is expected that the Debentures will be ready for delivery in book-entry form
through the facilities of The Depository Trust Company on or about January 12,
1998.
SBC Warburg Dillon Read Inc.
Goldman, Sachs & Co.
J.P. Morgan & Co.
The date of this Prospectus Supplement is January 7, 1998.
<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."
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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 1/2% per annum from
January 12, 1998, payable semi-annually on each January 1 and July 1. Interest
will be paid to the persons in whose names the Debentures are registered at the
close of business on the December 15 or June 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.
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 semiannual 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) SBC Warburg Dillon Read 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.
S-2
<PAGE>
"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.
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 January
7, 1998 and the related Terms Agreement dated January 7, 1998, are as follows:
Principal Amount Underwriter
of Debentures
SBC Warburg Dillon Read Inc................ $ 34,000,000
Goldman, Sachs & Co........................ 33,000,000
J.P. Morgan Securities Inc................. 33,000,000
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Total $ 100,000,000
SBC Warburg Dillon Read 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 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.
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 Cmpany, 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.
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
<PAGE>
No person is authorized to give any information or to make any representations
other than those contained or incorporated by reference in this Prospectus
Supplement or the Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized. This
Prospectus Supplement and the Prospectus do not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the Debentures
described in this Prospectus Supplement. This Prospectus Supplement and the
Prospectus do not constitute an offer to sell or a solicitation of an offer to
buy such Debentures in any circumstances in which such offer or solicitation is
unlawful. Neither the deliver of this Prospectus Supplement or the Prospectus
nor any sale made hereunder or thereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the Company
since their respective dates or that the information contained or incorporated
by reference herein or therein is correct as of any time subsequent to their
respective dates.
TABLE OF CONTENTS
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Prospectus Supplement
Description of Debentures..................... S-2
Underwriting.................................. S-3
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
<PAGE>
PROSPECTUS SUPPLEMENT January 7, 1998
$100,000,000
[GRAPHIC OMITTED]
ANHEUSER-BUSCH COMPANIES
6 1/2% Debentures
Due January 1, 2028
SBC Warburg Dillon Read Inc.
Goldman, Sachs & Co.
J.P. Morgan & Co.
