This is a Supplement to our Prospectus dated July 23, 1997
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$100,000,000
[GRAPHIC OMITTED]
ANHEUSER-BUSCH COMPANIES, INC.
5-1/8% Notes Due October 1, 2008
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The Notes we are offering under this Prospectus Supplement will have these
terms:
Interest Payment Dates Interest on the Notes will be paid on April 1 and
October 1 of each year, starting on April 1, 1999.
Redemption We will not have the right to redeem the Notes
before their scheduled maturity (October 1, 2008),
and you will not have the right to require us to
redeem the Notes before the scheduled maturity. We
are not required to make any sinking fund payments.
Ranking of our Our payment obligation on the Notes will not be
obligation secured. It will rank equally with our payment
obligation on all of our other unsecured debt
which is not subordinated.
Payments We will make payments of principal and interest on
on the Notes the Notes in immediately available funds.
Global Note The Notes will be issued as a single, global Note
that will be deposited with The Depository Trust
Company, New York, New York ("DTC"). This means
that we will not issue Note certificates to
individual holders. More information about DTC and
the global Note is in the Prospectus under
"Book-Entry Securities."
No Listing We do not plan to list the Notes on any
national securities exchange. There is now no public
market for the Notes.
The Offering:
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Per Note Total
Public Price 99.482% $99,482,000
Underwriting Discounts .650% $650,000
Proceeds to Anheuser-Busch 98.832% $98,832,000
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The Underwriters have agreed to purchase the Notes on a firm commitment
basis. The sale of the Notes is scheduled to be completed on October 6, 1998. If
it takes place after October 6, 1998, the public price will be increased to
include accrued interest from that date.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined that
this Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Warburg Dillon Read LLC
Goldman, Sachs & Co.
J.P. Morgan & Co.
October 1, 1998.
<PAGE>
THE NOTES
We will issue the Notes under an Indenture dated as of August 1, 1995
(the "Indenture") between us and The Chase Manhattan Bank, as Trustee.
Information about the Indenture is in the Prospectus under "Description of Debt
Securities".
The interest rate on the Notes will be 5-1/8% per annum, accruing from
October 6, 1998. We will pay interest on April 1 and October 1, starting April
1, 1999. We will pay interest to the persons in whose names the Notes are
registered at the close of business on the March 15 or September 15 preceding
the payment date.
We will issue the Notes 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 made only through, records
maintained by the Depositary and its participants. Except as described in the
Prospectus under "Book-Entry Securities", owners of beneficial interests in a
global Note will not be entitled to receive physical delivery of certificates
for the Notes.
We will not have the right to redeem the Notes before their scheduled
maturity (October 1, 2008), and you will not have the right to require us to
redeem the Notes before the scheduled maturity. We are not required to make any
sinking fund payments.
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
We are selling the Notes to the Underwriters named below under an
Underwriting Agreement dated January 7, 1998 and a Terms Agreement dated October
1, 1998. The Underwriters, and the amount of the Notes each of them has agreed
to purchase from us, are as follows:
Principal Amount
Underwriter of Notes
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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
Warburg Dillon Read LLC is the lead manager. Goldman, Sachs & Co. and J.P.
Morgan Securities Inc. are co-managers.
The Underwriters have agreed that they will purchase all of the Notes if
they purchase any of them. The Underwriting Agreement provides that if any
Underwriter defaults in its obligation to purchase Notes, and if the total
obligations of the Underwriters who have defaulted do not exceed $10,000,000
principal amount of Notes, the remaining Underwriters, or some of them, must
assume the obligations of the defaulting Underwriters.
We will pay to each Underwriter, by a discount to the purchase price, .650%
of the principal amount of the Notes which the Underwriter sells. The
Underwriters will initially offer the Notes to the public at 99.482% of the
principal amount. The Underwriters may sell Notes to certain dealers at a price
of up to .40% lower than the price to the public. Those dealers may sell Notes
to other dealers at a price of up to .25% lower than the price paid by the
selling dealer. The Notes will be sold to the public when and if the
Underwriters purchase the Notes from us. An Underwriter may withdraw or change
any offering of Notes to the public at any time before the sale, without notice.
An Underwriter may also reject offers for the Notes. After the initial public
offering of the Notes, the Underwriters may change the offering price and other
selling terms.
We estimate that we will spend approximately $100,000 for printing, rating
agency fees, trustee's fees, legal fees and other expenses of the offering.
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, Notes 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.
We have agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933.
Mr. Peter M. Flanigan, an advisory member of our board of directors, is an
advisor to Warburg Dillon Read LLC, the managing Underwriter. 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
Anheuser-Busch. They have received and will receive customary fees and
commissions for these services.
Mr. Douglas A. Warner III, one of our directors, 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., which is
one of the Underwriters. 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 us.
S-3
<PAGE>
We have not authorized anyone to give any information or to make any
representations concerning the offering of the Notes except that which is in
this Prospectus Supplement or the Prospectus, or which is referred to under
"Incorporation of Documents by Reference" in the Prospectus. If anyone gives or
makes any other information or representations, you should not rely on it. 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. 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. You should not interpret the delivery of this
Prospectus Supplement or the Prospectus, or the sale of the Notes, as an
indication that there has been no change in our affairs since this date or since
the date of the Prospectus. You should also be aware that information in this
Prospectus Supplement or in the Prospectus may change after this date.
TABLE OF CONTENTS
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Prospectus Supplement
The 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 October 1, 1998
$100,000,000
[GRAPHIC OMITTED]
ANHEUSER-BUSCH COMPANIES
5-1/8% Notes
Due October 1, 2008
Warburg Dillon Read LLC
Goldman, Sachs & Co.
J.P. Morgan & Co.
