PROSPECTUS SUPPLEMENT
To Prospectus dated July 23, 1997
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$100,000,000
ANHEUSER-BUSCH COMPANIES, INC.
5-3/8% Notes Due September 15, 2008
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Interest on the Notes is payable semi-annually on March 15 and September 15 in
each year, commencing March 15, 1999.
The Notes will mature on September 15, 2008. The Notes are not redeemable prior
to maturity and are not subject to any sinking fund.
The Notes will be unsecured and will rank equally with all other unsecured and
unsubordinated obligations of the Company.
The Notes will be represented by one or more Global Notes registered in the name
of DTC's nominee. Beneficial interests in the Global Note 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, Notes in definitive form will not be issued. Settlement
for the Notes will be made in immediately available funds. The Notes will trade
in DTC's Same-Day Funds Settlement System until maturity, and secondary market
trading activity in the Notes 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.
Price to Underwriting Proceeds to
Public(1) Discount (2) Company(1)(3)
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Per Note 99.518% .650% 98.868%
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Total $99,518,000 $650,000 $98,868,000
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(1) Plus accrued interest, if any, from September 24, 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 Notes 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 Notes will be ready for delivery in book-entry form through
the facilities of The Depository Trust Company on or about September 24, 1998.
Warburg Dillon Read LLC
Goldman, Sachs & Co.
J.P. Morgan & Co.
The date of this Prospectus Supplement is September 21, 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 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 5-3/8% per annum from September
24, 1998, payable semi-annually on each March 15 and September 15. Interest will
be paid to the persons in whose names the Notes are registered at the close of
business on the March 1 or September 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 not be redeemable prior to maturity and will not be subject
to any sinking fund.
RECENT DEVELOPMENTS
On September 14, 1998, the Company consummated the exercise of its option
to purchase an additional 13.25% ownership in the operating subsidiary of Grupo
Modelo, S.A. de C.V. ("Grupo Modelo"), for approximately US$556 million from
certain shareholders of Grupo Modelo. Following this investment, the Company
holds, directly and indirectly, 50.2% of Grupo Modelo and its subsidiaries, and
the Company's total investment is approximately US$1.6 billion. The prior
controlling shareholders will continue to have management control of Grupo
Modelo and its subsidiaries.
Grupo Modelo is Mexico's number one brewer and the leading exporter of beer
in Mexico. Its best known brand, Corona, is the leading imported beer in the
United States.
S-2
<PAGE>
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 January
7, 1998 and the related Terms Agreement dated September 21, 1998, are as
follows:
Principal Amount Underwriter
of Notes
Warburg Dillon Read LLC .............. $ 60,000,000
Goldman, Sachs & Co. ................. 20,000,000
J.P. Morgan Securities Inc. .......... 20,000,000
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Total $ 100,000,000
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Warburg Dillon Read LLC is the lead manager. Goldman, Sachs & Co. and J.P.
Morgan Securities Inc. are co-managers.
If any Notes are purchased by the Underwriters, all Notes will be so
purchased. The Underwriting Agreement contains provisions whereby, if any
Underwriter defaults in an obligation to purchase Notes and if the aggregate
obligations of all Underwriters so defaulting do not exceed $10,000,000
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.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
Mr. Peter M. Flanigan, an advisory director of the Company, is an advisor
to Warburg Dillon Read LLC. Warburg Dillon Read LLC and certain of its
affiliates have provided from time to time, and expect in the future to provide,
investment and commercial banking services to the Company, for which they have
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 Notes 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 Notes 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 Notes.......................... S-2
Recent Developments........................... 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
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PROSPECTUS SUPPLEMENT September 21, 1998
$100,000,000
[GRAPHIC OMITTED]
ANHEUSER-BUSCH COMPANIES
5-3/8% Notes
Due September 15, 2008
Warburg Dillon Read LLC
Goldman, Sachs & Co.
J.P. Morgan & Co.
