Prospectus Supplement To Prospectus Dated February 9, 1999
$150,000,000
[GRAPHIC OMITTED]
ANHEUSER-BUSCH COMPANIES, INC.
5.75% Notes due April 1, 2010
-----------------------
Anheuser-Busch will pay interest on the Notes on April 1 and October 1 of
each year. The first such payment will be made on October 1, 1999. The Notes
will be issued only in denominations of $1,000 and integral multiples of $1,000.
Anheuser-Busch has the option to redeem all or any portion of the Notes at
any time at a price based on the present value on the redemption date, using a
discount rate based on a U.S. Treasury security having a remaining life to
maturity comparable to the Notes plus 20 basis points, of the then remaining
scheduled payments of principal and interest on the Notes to be redeemed, plus
accrued interest. The redemption price will in no event be less than 100% of the
principal amount of the Notes to be redeemed.
We do not plan to list the Notes on any national securities exchange.
-----------------------
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
-----------------------
Per Note Total
-------- -----
Initial public offering price ................... 99.561% $ 149,341,500
Underwriting discount ........................... 0.650% $ 975,000
Proceeds, before expenses, to Anheuser-Busch .... 98.911% $ 148,366,500
The initial public offering price set forth above does not include accrued
interest, if any. Interest on the Notes will accrue from April 14, 1999 and must
be paid by the purchaser if the Notes are delivered after April 14, 1999.
-----------------------
The underwriters expect to deliver the Notes in book-entry form only
through the facilities of The Depository Trust Company against payment in New
York, New York on April 14, 1999.
Goldman, Sachs & Co.
J.P. Morgan & Co.
Warburg Dillon Read LLC
Chase Securities Inc. Morgan Stanley Dean Witter
NationsBanc Montgomery
Securities LLC
-----------------------
Prospectus Supplement dated April 9, 1999.
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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 the Debt
Securities".
The interest rate on the Notes will be 5.75% per annum, accruing from April
14, 1999. We will pay interest on April 1 and October 1, starting October 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 Debt Securities", owners of beneficial interests in
a global Note will not be entitled to receive physical delivery of certificates
for the Notes.
We have the option to redeem the Notes, in whole or in part, at any time at
a redemption price equal to the greater of (i) 100% of the principal amount of
the Notes being redeemed or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (not including the portion
of any such payments of interest accrued as of the redemption date), discounted
to the redemption date on a semiannual basis at the Adjusted Treasury Rate
(defined below), plus accrued and unpaid interest thereon to the redemption
date. The redemption price is calculated assuming a 360-day year consisting of
twelve 30-day months.
"Adjusted Treasury Rate", which is to be determined on the third Business
Day preceding the redemption date, means (i) the arithmetic mean of the yields
under the heading "Week Ending" published in the Statistical Release (defined
below) most recently published prior to the date of determination under the
caption "Treasury Constant Maturities" for the maturity (rounded to the nearest
month) corresponding to the remaining life to maturity, as of the redemption
date, of the Notes being redeemed plus (ii) 0.20%. If no maturity set forth
under such heading exactly corresponds to the maturity of the Notes, yields for
the two published maturities most closely corresponding to the maturity of the
Notes will be calculated as described in the preceding sentence, and the
Adjusted Treasury Rate will be interpolated or extrapolated from such yields on
a straight-line basis, rounding each of the relevant periods to the nearest
month.
"Statistical Release" means the statistical release designated "H.15(519)"
or any successor publication which is published weekly by the Federal Reserve
System and which establishes yields on actively-traded United States government
securities adjusted to constant maturities, or, if such statistical release is
not published at the time of any determination under the terms of the Notes,
then such other reasonably comparable index as we shall designate.
We will mail notice of any redemption to each holder of Notes to be
redeemed at least 30 days but not more than 60 days before the redemption date.
Unless we default in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the Notes or portions thereof
called for redemption.
You will not have the right to require us to redeem the Notes before the
scheduled maturity (April 1, 2010). We are not required to make any sinking fund
payments.
We may elect to issue additional Debt Securities under the Indenture which
would be considered part of the same issue as the Notes. If we do so, those
securities would have the same interest rate as the Notes (which would accrue
from the same date), the same maturity date and the same payment terms as the
Notes.
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UNDERWRITING
The Company and the underwriters for the offering (the "Underwriters")
named below have entered into an underwriting agreement and a terms agreement
with respect to the Notes.
Subject to certain conditions, each Underwriter has severally agreed to
purchase the number of Notes indicated in the following table.
Underwriters Principal Amount of Notes
------------ -------------------------
Goldman, Sachs & Co. .......................... $ 75,000,000
J.P. Morgan Securities Inc. ................... 26,250,000
Warburg Dillon Read LLC........................ 26,250,000
Chase Securities Inc........................... 7,500,000
Morgan Stanley & Co. Incorporated ............. 7,500,000
NationsBanc Montgomery Securities LLC.......... 7,500,000
---------------
Total: ............................... $ 150,000,000
================
Notes sold by the Underwriters to the public will initially be offered at
the initial public offering price set forth on the cover of this Prospectus
Supplement. Any Notes sold by the Underwriters to securities dealers may be sold
at a discount from the initial public offering price of up to .40% of the
principal amount of the Notes. Any such securities dealers may resell any Notes
purchased from the Underwriters to certain other brokers or dealers at a
discount from the initial public offering price of up to .25% of the principal
amount of the Notes. If all the Notes are not sold at the initial offering
price, the Underwriters may change the offering price and the other selling
terms.
The Notes are a new issue of securities with no established trading market.
The Company has been advised by the Underwriters that the Underwriters intend to
make a market in the Notes but that they are not obligated to do so and may
discontinue market making at any time without notice. No assurance can be given
as to the liquidity of the trading market for the Notes.
In connection with the offering, the Underwriters may purchase and sell
Notes in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short
sales. Short sales involve the sale by the Underwriters of a greater number of
Notes than they are required to purchase in the offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the Notes while the
offering is in progress.
The Underwriters also may impose a penalty bid. This occurs when a
particular Underwriter repays to the Underwriters a portion of the underwriting
discount received by it because the representatives of the Underwriters have
repurchased Notes sold by or for the account of such Underwriter in stabilizing
or short covering transactions.
These activities by the Underwriters may stabilize, maintain or otherwise
affect the market price of the Notes. As a result, the price of the Notes may be
higher than the price that otherwise might exist in the open market. If these
activities are commenced, they may be discontinued by the Underwriters at any
time. These transactions may be effected in the over-the-counter market or
otherwise.
The Company estimates that its share of the total expenses of the offering,
excluding underwriting discounts and commissions, will be approximately
$100,000.
The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.
Goldman, Sachs & Co., the lead managing Underwriter, and its affiliates
have engaged, and expect in the future to engage, in investment banking
transactions with us.
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
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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.
Mr. Peter M. Flanigan, an advisory member of our board of directors, is a
Senior Advisor to SBC Warburg Dillon Read, Inc., which is an affiliate of
Warburg Dillon Read LLC, one of the Underwriters. 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 us.
The Chase Manhattan Bank, an affiliate of Chase Securities Inc., is the
Trustee under the Indenture, and participates in our revolving credit agreement.
An affiliate of NationsBanc Montgomery Securities LLC also participates in our
revolving credit agreement. Such affiliates may provide other general financing
and banking services to us from time to time.
Morgan Stanley & Co. Incorporated and its affiliates have provided from
time to time, and expect in the future to provide, investment banking services
to us.
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PROSPECTUS
$840,000,000
[GRAPHIC OMITTED]
ANHEUSER-BUSCH COMPANIES, INC.
Debt Securities
-----------------------------
This Prospectus describes Debt Securities which Anheuser-Busch Companies,
Inc. may issue and sell at various times. More detailed information is under
"Description of Securities."
o The Debt Securities may be debentures, notes or other unsecured
evidences of indebtedness.
o We may issue them in one or several series.
o The total principal amount of the Debt Securities to be issued under
this Prospectus will not exceed $840,000,000 (or the equivalent amount
in other currencies).
o We will determine the terms of each series of Debt Securities
(interest rates, maturity, redemption provisions and other terms) at
the time of sale, and we will specify the terms in a Prospectus
Supplement which will be delivered together with this Prospectus at
the time of the sale.
We may sell Debt Securities directly to investors or through underwriters,
dealers or agents. More information about the way we will distribute the Debt
Securities is under the heading "Plan of Distribution." Information about the
underwriters or agents who will participate in any particular sale of Debt
Securities will be in the Prospectus Supplement relating to that series of Debt
Securities.
Our principal office is at One Busch Place, St. Louis, Missouri 63118, and
our telephone number is (314) 577-2000.
-------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is February 9, 1999.
<PAGE>
We have not authorized anyone to give any information or to make any
representations concerning the offering of the Debt Securities except those
which are in this Prospectus or in the Prospectus Supplement which is delivered
with this Prospectus, or which is referred to under "Where You Can Find More
Information." If anyone gives any other information or representation, you
should not rely on it. This Prospectus is not an offer to sell or a solicitation
of an offer to buy any securities other than the Debt Securities which are
referred to in the Prospectus Supplement. This Prospectus is not an offer to
sell or a solicitation of an offer to buy Debt Securities in any circumstances
in which the offer or solicitation is unlawful. You should not interpret the
delivery of this Prospectus, or any sale of Debt Securities, as an indication
that there has been no change in our affairs since the date of this Prospectus.
You should also be aware that information in this Prospectus may change after
this date.
TABLE OF CONTENTS
Table of Contents.................................2
Where You Can Find More Information...............2
Information about Anheuser-Busch..................3
Use of Proceeds...................................3
Description of the Debt Securities................4
General........................................4
Payments on Debt Securities; Transfers.........5
Form and Denominations.........................5
Certain Restrictions...........................5
Modification or Amendment of the Indenture.....7
ABI Co-Obligation..............................7
Defeasance.....................................8
Events of Default, Notice and Waiver...........8
Regarding the Trustee..........................9
Book-Entry Debt Securities........................9
Plan of Distribution.............................11
Legal Opinion....................................11
Experts..........................................11
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any of these documents at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
at the SEC's Internet website at http://www.sec.gov. The SEC allows us to
incorporate by reference the information we file with them, which means that we
can disclose important information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this
Prospectus, and later information that we file with the SEC will automatically
update and supersede this information. We incorporate by reference the documents
listed below and any future filings made with the SEC under Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we sell all of
the Debt Securities.
o Our Annual Report on Form 10-K for the year ended December 31, 1997.
o Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998, and September 30,1998.
You may receive a copy of any of these filings, at no cost, by writing or
telephoning the Corporate Secretary, Anheuser-Busch Companies, Inc., One Busch
Place, St. Louis, Missouri 63118, telephone 314-577-2000.
We have filed with the SEC a Registration Statement to register the Debt
Securities under the Securities Act of 1933. This Prospectus omits certain
information contained in the Registration Statement, as permitted by SEC rules.
You may obtain copies of the Registration Statement, including exhibits, as
noted in the first paragraph above.
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<PAGE>
INFORMATION ABOUT ANHEUSER-BUSCH
Anheuser-Busch Companies, Inc. ("Anheuser-Busch") is a Delaware corporation
that was organized in 1979 as the holding company parent of Anheuser-Busch,
Incorporated ("ABI"), a Missouri corporation whose origins date back to 1875. In
addition to ABI, which is the world's largest brewer of beer, we are also the
parent corporation to a number of subsidiaries that conduct various other
business operations, including those related to the production and acquisition
of brewing raw materials, the manufacture and recycling of aluminum beverage
containers and the operation of theme parks.
These are our most important subsidiaries:
o ABI produces and distributes beer in a variety of containers primarily
under the brand names Budweiser, Bud Light, Bud Dry, Bud Ice, Bud Ice
Light, Michelob, Michelob Light, Michelob Dry, Michelob Golden Draft,
Michelob Golden Draft Light, Michelob Golden Pilsner, Michelob Classic
Dark, Michelob Malt, Michelob Amber Bock, Michelob Hefe-Weizen, Busch,
Busch Light, Busch Ice, Natural Light, Natural Ice, King Cobra, Red
Wolf Lager, ZiegenBock Amber, Hurricane Malt Liquor, Pacific Ridge,
Elk Mountain Amber Ale, Elk Mountain Red Lager, Faust Golden Lager,
American Hop Ale, Black & Tan Porter, Hurricane Ice, Catalina Blonde,
Michelob Honey Lager, Michelob Maple Brown, Michelob Pale Ale,
Michelob Porter, Michelob Spiced Ale and Tequiza. ABI's products also
include three non-alcohol malt beverages, O'Doul's, Busch NA and
O'Doul's Amber.
o Anheuser-Busch International, Inc. brews and distributes ABI's
products in twenty-four European countries and sells under import
distribution agreements in more than 80 countries and U.S. territories
and to the U.S. military and diplomatic corps outside the continental
United States. Through subsidiaries, it owns breweries in London and
China. Our products are also brewed under license or contract brewing
arrangements in Argentina, Brazil, Canada, Ireland, Japan, Korea, the
Philippines and Spain. We have equity investments or joint ventures
with brewers in Argentina, Brazil and Mexico.
o Metal Container Corporation manufactures beverage cans at eight plants
and beverage can lids at three plants for sale to ABI and to soft
drink and export customers. Anheuser-Busch Recycling Corporation
recycles aluminum cans at two plants. Precision Printing and
Packaging, Inc. manufactures metalized and paper labels.
o Busch Entertainment Corporation ("BEC") owns, directly and through
subsidiaries, ten theme parks and entertainment facilities. BEC
operates Busch Gardens theme parks in Tampa, Florida and Williamsburg,
Virginia and Sea World theme parks in Orlando, Florida, San Antonio,
Texas, Aurora, Ohio and San Diego, California. BEC also operates water
park attractions in Tampa, Florida (Adventure Island) and
Williamsburg, Virginia (Water Country, U.S.A.), an educational play
park for children near Philadelphia, Pennsylvania (Sesame Place) and
the Baseball City Sports Complex near Orlando, Florida.
USE OF PROCEEDS
Unless we indicate otherwise in the Prospectus Supplement which accompanies
this Prospectus, we intend to add the net proceeds from the sale of the Debt
Securities to our general funds. We expect to use the proceeds for general
corporate purposes, including working capital, capital expenditures and
repayment of borrowings. Before we use the proceeds for these purposes, we may
invest them in short-term investments.
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DESCRIPTION OF THE DEBT SECURITIES
This section describes some of the general terms of the Debt Securities.
The Prospectus Supplement describes the particular terms of the Debt Securities
we are offering. The Prospectus Supplement also indicates the extent, if any, to
which these general provisions may not apply to the Debt Securities being
offered. If you would like more information on these provisions, you may review
the Indenture which is filed as an exhibit to the Registration Statement which
is filed with the SEC. See "Where You Can Find More Information."
We will issue the Debt Securities either under the Indenture dated as of
August 1, 1995 between us and The Chase Manhattan Bank, as trustee, or under a
separate, substantially identical indenture to be entered into between us and a
new trustee. We are summarizing certain important provisions of the Debt
Securities and the Indenture. This is not a complete description of the
important terms. You should refer to the specific terms of the Indenture for a
complete statement of the terms of the Indenture and the Debt Securities. When
we use capitalized terms which we don't define here, those terms have the
meanings given in the Indenture. When we use references to Sections, we mean
Sections in the Indenture.
General
The Debt Securities will be senior unsecured obligations of Anheuser-Busch.
The Indenture does not limit the amount of Debt Securities that we may
issue under the Indenture, nor does it limit other debt that we may issue. We
may issue the Debt Securities at various times in different series and issues,
each of which may have different terms. "Issue" means, for any series of Debt
Securities, that the securities have the same original issue date or date from
which interest starts to accrue, the same maturity date and the same interest
rate and other payment terms. If so indicated in the Prospectus Supplement for
any series or issue, we may treat a subsequent offering of Debt Securities as a
part of the same issue as that series or issue.
The Prospectus Supplement relating to the particular series of Debt
Securities we are offering includes the following information concerning those
Debt Securities:
o The title of the Debt Securities.
o The total principal amount of the series or issue of Debt Securities,
and whether we may treat a subsequent offering of Debt Securities as a
part of the same issue as that series or issue.
o The date on which the principal and interest will be paid, the rights
we or the holders may have to extend the maturity of the Debt
Securities and any rights the holders may have to require payment of
the Debt Securities at any time.
o The interest rate on the Debt Securities. We may specify a fixed rate
or a variable rate, or a rate to be determined under procedures we
will describe in the Prospectus Supplement, and the interest rate may
be subject to adjustment.
o The dates on which we will pay interest on the Debt Securities and the
regular record dates for determining the holders who are entitled to
receive the interest payments.
o Where payments on the Debt Securities will be made, if it is other
than the office mentioned under "Payments on Debt Securities" below.
o If applicable, the prices at which we may redeem all or a part of the
Debt Securities and the time periods during which we may make the
redemptions. The redemptions may be made under a sinking fund or
otherwise.
o Any obligation we may have to redeem, purchase or repay any of the
Debt Securities under a sinking fund or otherwise or at the option of
the holder, and the prices, time periods and other terms which would
apply.
o Any additional Events of Default or covenants that will apply to the
Debt Securities.
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o The amounts we would be required to pay if the maturity of the Debt
Securities is accelerated, if it is less than the principal amount.
o If we will make payments on the Debt Securities in any currency other
than U.S. dollars, the currencies in which we will make the payments.
o If applicable, the terms under which we or a holder may elect that
payments on the Debt Securities be made in a currency other than U.S.
dollars.
o If amounts payable on the Debt Securities may be determined by a
currency index, information on how the payments will be determined.
o Any other special terms that may apply to the Debt Securities.
Payments on Debt Securities; Transfers
We will make payments on the Debt Securities to the persons in whose names
the securities are registered at the close of business on the record date for
the interest payments. As explained under "Book-Entry Securities" below, The
Depository Trust Company or its nominee will be the initial registered holder
unless the Prospectus Supplement provides otherwise.
Unless we indicate otherwise in the Prospectus Supplement, we will make
payments on the Debt Securities at the trustee's office. For The Chase Manhattan
Bank, the office is now its Corporate Trust Office, 450 West 33rd Street, New
York, New York 10001. In the case of any other trustee, we will specify the
office and address in the Prospectus Supplement or in an attachment thereto.
Transfers of Debt Securities can be made at the same offices. (Sections 202,
301, 305 and 1002)
Form and Denominations
Unless we otherwise indicate in the Prospectus Supplement:
o We will only issue the Debt Securities of each series or issue in
registered form without coupons in denominations of $1,000 and any
integral multiple thereof.
o We will not charge any fee to register any transfer or exchange of the
Debt Securities, except for taxes or other governmental charges, if
any. (Section 305)
Certain Restrictions
Creation of Secured Indebtedness
Under the Indenture, we and our Restricted Subsidiaries (defined below) may
not create, assume, guarantee or permit to exist any indebtedness for borrowed
money which is secured by a pledge of, or a mortgage or lien on, any of our
Principal Plants (defined below) or on any of our Restricted Subsidiaries'
capital stock, unless we also provide equal and ratable security for the Debt
Securities. A "Restricted Subsidiary" is a Subsidiary which owns or operates a
Principal Plant, unless it is incorporated or has its principal place of
business outside the United States, and any other subsidiary which we elect to
treat as a Restricted Subsidiary. A "Principal Plant" is a brewery, or a
manufacturing, processing or packaging plant, but does not include a plant which
we determine is not of material importance to the total business conducted by us
and our Subsidiaries, or any plant which we determine is used primarily for
transportation, marketing or warehousing.
This restriction does not apply to:
o purchase money liens,
o liens existing on property when we acquire it or securing indebtedness
which we use to pay the cost of acquisition or to reimburse us for
those cost (as long as we incur the indebtedness within 180 days after
the acquisition),
o liens on property of a Restricted Subsidiary when it becomes a
Restricted Subsidiary,
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o liens to secure the cost of development or construction of property,
or improvements of property, and which are released or satisfied
within 120 days after completion of the development or construction,
o liens in connection with the acquisition or construction of Principal
Plants or additions thereto financed by tax-exempt securities,
o liens securing indebtedness owing to the Company or a Restricted
Subsidiary by a Restricted Subsidiary,
o liens existing at August 1, 1995 (the date of the Indenture),
o liens required in connection with state or local governmental programs
which provide financial or tax benefits, as long as the obligations
secured are in lieu of or reduce an obligation that would have been
secured by a lien permitted under the Indenture,
o extensions, renewals or replacements of the liens referred to above,
or
o in connection with sale-leaseback transactions permitted under the
Indenture. (Section 1006(a))
There is an additional exception as described below under "10% Basket
Amount."
If we become obligated to provide security for the Debt Securities as
described above, we would also be required to provide comparable security for
most of our other outstanding indebtedness.
Sale-Leaseback Financings
Under the Indenture, neither we nor any Restricted Subsidiary may enter
into any sale and leaseback transaction involving a Principal Plant, except a
sale by a Restricted Subsidiary to us or another Restricted Subsidiary or a
lease not exceeding three years, by the end of which we intend to discontinue
use of the property, unless:
o the net proceeds of the sale are at least equal to the fair market
value of the property, and
o within 120 days of the transfer we repay Funded Debt (defined below)
and/or make expenditures for the expansion, construction or
acquisition of a Principal Plant at least equal to the net proceeds of
the sale. (Section 1007)
There is an additional exception as described below under "10% Basket
Amount."
Limitation on Funded Debt of Restricted Subsidiaries
We may not permit any Restricted Subsidiary to create, assume or permit to
exist any Funded Debt other than:
o Funded Debt secured by a mortgage, pledge or lien which is permitted
under the provisions described above under "Creation of Secured
Indebtedness,"
o Funded Debt owed to us or any Restricted Subsidiary,
o Funded Debt of a corporation existing at the time it becomes a
Restricted Subsidiary,
o Funded Debt created in connection with, or with a view to, compliance
with the requirements of any program, law, statute or regulation of
any federal, state or local governmental authority and applicable to
the Restricted Subsidiary and providing financial or tax benefits to
the Restricted Subsidiary which are not available directly to us, or
not available on as favorable terms,
o guarantees existing at August 1, 1995 (the date of the Indenture), and
o guarantees of Funded Debt with respect to which the Company is liable,
on terms substantially similar to the terms described below under "ABI
Co-Obligation." (Section 1008(a))
There is an additional exception as described below under "10% Basket
Amount."
"Funded Debt" means all of our indebtedness for money borrowed, including
purchase money indebtedness, having a maturity of more than twelve months from
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the date of determination or having a maturity of less than twelve months but by
its terms being renewable or extendible beyond twelve months at our option,
subject only to conditions which we are then capable of fulfilling, and direct
guarantees of similar indebtedness for money borrowed of others, except that
Funded Debt does not include:
(i) Any indebtedness of a person held in treasury by that person; or
(ii) Any indebtedness with respect to which sufficient money has been
deposited or set aside to pay the indebtedness; or
(iii) Any amount representing capitalized lease obligations; or
(iv) Any indirect guarantees or other contingent obligations in
respect of indebtedness of other persons; or
(v) Any guarantees with respect to lease or other similar periodic
payments to be made by other persons.
10% Basket Amount
In addition to the exceptions described above under "Creation of Secured
Indebtedness," "Sale-Leaseback Financings" and "Limitation on Funded Debt of
Restricted Subsidiaries," the Indenture allows additional secured indebtedness,
additional sale-leaseback financings and additional Funded Debt of Restricted
Subsidiaries as long as the total of the additional indebtedness and Funded Debt
and the fair market value of the property transferred in the additional
sale-leaseback financings does not exceed 10% of our Net Tangible Assets. "Net
Tangible Assets" means our total assets including those of our subsidiaries
after deducting current liabilities (except for those which are Funded Debt
because they are renewable or extendible) and goodwill, trade names, trademarks,
patents, unamortized debt discount and expense, organization and developmental
expenses and other like segregated intangibles. Deferred income taxes, deferred
investment tax credit or other similar items will not be considered as a
liability or as a deduction from or adjustment to total assets. (Sections
1006(d), 1007(c) and 1008(b))
Merger
We may not consolidate with or merge into any other corporation or transfer
or lease our properties and assets substantially as an entirety unless certain
conditions are met, including the assumption of the securities by any successor
corporation. (Sections 801 and 1006)
Modification or Amendment of the Indenture
We may modify and amend the Indenture if the holders of a majority in
principal amount of the outstanding Debt Securities affected by the modification
or amendment consent, except that no supplemental indenture may reduce the
principal amount of or interest or premium payable on any Debt Security, change
the maturity date or dates of principal, the interest payment dates or other
terms of payment, or reduce the percentage of holders necessary to approve a
modification or amendment of the Indenture, without the consent of each holder
of outstanding Debt Securities affected by the supplemental indenture. (Section
902)
We and the trustee may amend the Indenture without the holders' consent for
certain specified purposes, including any change which, in our counsel's
opinion, does not materially adversely affect the holders' interests. (Section
901)
ABI Co-Obligation
ABI will be jointly and severally liable for the payment of the Debt
Securities. However, we may terminate ABI's obligations if:
o ABI is not liable for any outstanding Funded Debt, as direct obligor,
co-obligor, guarantor or otherwise, except for Funded Debt permitted
as described above under "Limitation on Funded Debt of Restricted
Subsidiaries,"
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o all of ABI's liability as co-obligor for our Funded Debt has been
terminated or will terminate at approximately the same time as the
termination of ABI's obligations for the Debt Securities, and
o there is no event of default or event which, with the passage of time
or giving of notice, or both, would become an event of default, as
described below.
Defeasance
The Indenture includes provisions allowing defeasance of the Debt
Securities of any series. In order to defease Debt Securities, we would deposit
with the Trustee or another trustee money or U.S. Government Obligations
sufficient to make all payments on those Debt Securities. If we make a
defeasance deposit with respect to your Debt Securities, we may elect either:
o to be discharged from all of our obligations on your Debt Securities,
except for our obligations to register transfers and exchanges, to
replace temporary or mutilated, destroyed, lost or stolen Debt
Securities, to maintain an office or agency in respect of the Debt
Securities and to hold moneys for payment in trust; or
o to be released from our restrictions described above relating to
liens, sale-leaseback transactions and Funded Debt of Restricted
Subsidiaries.
To establish the trust, we must deliver to the Trustee an opinion of our
counsel that the holders of the Debt Securities will not recognize gain or loss
for Federal income tax purposes as a result of the defeasance and will be
subject to Federal income tax on the same amount, in the same manner and at the
same times as would have been the case if the defeasance had not occurred.
(Article Thirteen) There may be additional provisions relating to defeasance
which we will describe in the Prospectus Supplement.
Events of Default, Notice and Waiver
An Event of Default in respect of any issue of Debt Securities means:
o default for 30 days in any payment of interest;
o default in payment of principal or premium at maturity, or default in
payment of any required redemption or sinking fund amount which
continues for 30 days;
o default in performance of or breach of any covenant in the Indenture
which applies to the issue which continues for 90 days after notice to
us by the Trustee or by the holders of 25% in principal amount of the
outstanding Debt Securities of the affected issues; and
o certain events of our bankruptcy, insolvency and reorganization.
(Section 501)
If an Event of Default occurred or was continuing in respect of one or more
issues, either the Trustee or the holders of 25% in principal amount of the
outstanding Debt Securities of those issues may declare the principal of and
accrued interest, if any, on all securities of those issues to be due and
payable. If other specified Events of Default occur and are continuing, either
the Trustee or the holders of 25% in principal amount of the outstanding Debt
Securities of all issues may declare the principal of and accrued interest, if
any, on all the outstanding Debt Securities to be due and payable. (Section 501)
Within 90 days after a default in respect of any issue of Debt Securities,
the Trustee must give to the holders of the Debt Securities of that series
notice of all uncured and unwaived defaults by us known to it. However, except
in the case of default in payment, the Trustee may withhold the notice if it in
good faith determines that it is in the interest of the holders. The term
"default" means, for this purpose, the occurrence of any event that, upon notice
or lapse of time, would be an Event of Default. (Section 602)
Before the Trustee is required to exercise rights under the Indenture at
the request of holders, it is entitled to be indemnified by the holders, subject
to its duty, during an Event of Default, to act with the required standard of
care. (Sections 601 through 613)
A holder of a Debt Security will not be entitled to pursue any remedy under
the Indenture except under the following circumstances:
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o the holder has notified the Trustee in writing of an Event of Default;
o holders of at least 25% of the outstanding principal amount of the
Debt Securities in respect of which the Event of Default has occurred
have delivered a written request to the Trustee to pursue the remedy;
o the holder or holders have offered to the Trustee a reasonable
indemnity against the costs to be incurred by the Trustee in pursuing
the remedy;
o the Trustee does not pursue the remedy for a period of 60 days; and
o the holders of a majority of the outstanding principal amount of the
Debt Securities in respect of which the Event of Default has occurred
have not delivered written directions to the Trustee inconsistent with
the initial written request from the holders described above. (Section
507)
The holders of a majority in principal amount of the outstanding securities
of any series (voting as a single class) may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred upon the Trustee in respect of the
securities of that series.
(Section 512)
The holders of a majority in principal amount of the outstanding securities
of all series affected by a default (voting as a single class) may, on behalf of
the holders of all that securities, waive the default except a default in
payment of the principal of or premium, if any, or interest on any security.
(Section 513) The holders of a majority in principal amount of outstanding
securities of all series entitled to the benefits thereof (voting as a single
class) may waive compliance with certain covenants under the Indenture. (Section
1010)
We will furnish to the trustee, annually, a statement as to the fulfillment
by us of our obligations under the Indenture. (Section 1004)
Regarding the Trustee
For each series or issue of Debt Securities, the Trustee under the
applicable Indenture will either be The Chase Manhattan Bank or a new trustee we
select, which would be indicated in the Prospectus Supplement.
The Chase Manhattan Bank is the Trustee under one of the Indentures. That
Indenture is dated as of August 1, 1995. As of the date of this Prospectus, an
aggregate of $2.06 billion in principal amount of Debt Securities are issued and
outstanding under that Indenture. The Chase Manhattan Bank also acts as trustee
(or successor trustee) under other Indentures with us under which an aggregate
of $1.26 billion in principal amount of indebtedness is issued and outstanding.
The Chase Manhattan Bank also is a party to our credit agreement, under which it
has committed to lend us up to $125 million, and provides other commercial and
investment banking services to us.
BOOK-ENTRY DEBT SECURITIES
The Prospectus Supplement will indicate whether we are issuing the related
Debt Securities as book-entry securities. Book-entry securities of a series will
be issued in the form of one or more global notes that will be deposited with
The Depository Trust Company, New York, New York, and will evidence all of the
Debt Securities of that series. This means that we will not issue certificates
to each holder. We will issue one or more global securities to DTC, which will
keep a computerized record of its participants (for example, your broker) whose
clients have purchased the Debt Securities. The participant will then keep a
record of its clients who own the Debt Securities. Unless it is exchanged in
whole or in part for a security evidenced by individual certificates, a global
security may not be transferred, except that DTC, its nominees and their
successors may transfer a global security as a whole to one another. Beneficial
interests in global securities will be shown on, and transfers of beneficial
interests in global notes will be made only through, records maintained by DTC
and its participants. Each person owning a beneficial interest in a global
security must rely on the procedures of DTC and, if the person is not a
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participant, on the procedures of the participant through which the person owns
its interest to exercise any rights of a holder of Debt Securities under the
Indenture.
The laws of some jurisdictions require that certain purchasers of
securities such as Debt Securities take physical delivery of the securities in
definitive form. These limits and laws may impair your ability to acquire or
transfer beneficial interests in the global security.
We will make payments on each series of book-entry Debt Securities to DTC
or its nominee, as the sole registered owner and holder of the global security.
Neither Anheuser-Busch, the Trustee nor any of their agents will be responsible
or liable for any aspect of DTC's records relating to or payments made on
account of beneficial ownership interests in a global security or for
maintaining, supervising or reviewing any of DTC's records relating to the
beneficial ownership interests.
DTC has advised us that, when it receives any payment on a global security,
it will immediately, on its book-entry registration and transfer system, credit
the accounts of participants with payments in amounts proportionate to their
beneficial interests in the global security as shown on DTC's records. Payments
by participants to you, as an owner of a beneficial interest in the global
security, will be governed by standing instructions and customary practices (as
is now the case with securities held for customer accounts registered in "street
name") and will be the sole responsibility of the participants.
A global security representing a series will be exchanged for certificated
Debt Securities of that series if (a) DTC notifies us that it is unwilling or
unable to continue as Depositary or if DTC ceases to be a clearing agency
registered under the Securities Exchange Act of 1934 and we don't appoint a
successor within 90 days or (b) we decide that the global security shall be
exchangeable. If that occurs, we will issue Debt Securities of that series in
certificated form in exchange for the global security. An owner of a beneficial
interest in the global security then will be entitled to physical delivery of a
certificate for Debt Securities of the series equal in principal amount to that
beneficial interest and to have those Debt Securities registered in its name. We
would issue the certificates for the Debt Securities in denominations of $1,000
or any larger amount that is an integral multiple thereof, and we would issue
them in registered form only, without coupons.
DTC has informed us that it is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered under the Securities Exchange Act of 1934. DTC was
created to hold the securities of its participants and to facilitate the
clearance and settlement of securities transactions among its participants
through electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. DTC's
participants include securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations, some of whom (and/or
their representatives) own DTC. Access to DTC's book-entry system is also
available to others, such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a participant, either
directly or indirectly. The rules applicable to DTC and its participants are on
file with the SEC. No fees or costs of DTC will be charged to you.
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PLAN OF DISTRIBUTION
We may sell Debt Securities to or through one or more underwriters or
dealers, and also may sell Debt Securities directly to other purchasers or
through agents. These firms may also act as our agents in the sale of Debt
Securities. Only underwriters named in the Prospectus Supplement will be
considered as underwriters of the Debt Securities offered by the Prospectus
Supplement.
We may distribute Debt Securities at different times in one or more
transactions. We may sell Debt Securities at fixed prices, which may change, at
market prices prevailing at the time of sale, at prices related to the
prevailing market prices or at negotiated prices.
In connection with the sale of Debt Securities, underwriters may receive
compensation from us or from purchasers of Debt Securities in the form of
discounts, concessions or commissions. Underwriters, dealers and agents that
participate in the distribution of Debt Securities may be deemed to be
underwriters. Discounts or commissions they receive and any profit on their
resale of Debt Securities may be considered underwriting discounts and
commissions under the Securities Act of 1933. We will identify any underwriter
or agent, and we will describe any compensation, in the Prospectus Supplement.
We may agree to indemnify underwriters, dealers and agents who participate
in the distribution of Debt Securities against certain liabilities, including
liabilities under the Securities Act of 1933.
We may authorize dealers or other persons who act as our agents to solicit
offers by certain institutions to purchase Debt Securities from us under
contracts which provide for payment and delivery on a future date. We may enter
into these contracts with commercial and savings banks, insurance companies,
pension funds, investment companies, educational and charitable institutions and
others. If we enter into these agreements concerning any series of Debt
Securities, we will indicate that in the Prospectus Supplement.
In connection with an offering of Debt Securities, underwriters may engage
in transactions that stabilize, maintain or otherwise affect the price of the
Debt Securities. Specifically, underwriters may over-allot in connection with
the offering, creating a syndicate short position in the Debt Securities for
their own account. In addition, underwriters may bid for, and purchase, Debt
Securities in the open market to cover short positions or to stabilize the price
of the Debt Securities. Finally, underwriters may reclaim selling concessions
allowed for distributing the Debt Securities in the offering if the underwriters
repurchase previously distributed Debt Securities in transactions to cover short
positions, in stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of the Debt Securities above
independent market levels. Underwriters are not required to engage in any of
these activities and may end any of these activities at any time.
Unless otherwise indicated in the Prospectus Supplement, each series of
Debt Securities offered will be a new issue of securities and will have no
established trading market. The Debt Securities may or may not be listed on a
national securities exchange. No assurance can be given as to the liquidity of
or the existence of trading markets for any Debt Securities.
LEGAL OPINION
Bryan Cave LLP, St. Louis, Missouri, as our counsel, has issued an opinion
as to the legality of the Debt Securities.
EXPERTS
PricewaterhouseCoopers LLP, independent accountants, audited our financial
statements and schedules which are incorporated by reference in this prospectus.
We incorporate these documents by reference in reliance upon the authority of
PricewaterhouseCoopers LLP as experts in accounting and auditing.
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No dealer, salesperson or other person is authorized to give any information or
to represent anything not contained in this prospectus. You must not rely on any
unauthorized information or representations. This prospectus is an offer to sell
only the Notes offered hereby, but only under circumstances and in jurisdictions
where it is lawful to do so. The information contained in this prospectus is
current only as of its date.
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TABLE OF CONTENTS
Prospectus Supplement
Page
----
The Notes .................................... S-2
Underwriting ................................. S-3
Prospectus
Table of Contents ............................ 2
Where You Can Find More Information........... 2
Information about Anheuser-Busch.............. 3
Use of Proceeds............................... 3
Description of the Debt Securities ........... 4
Book-Entry Debt Securities ................... 9
Plan of Distribution ......................... 11
Legal Opinion ................................ 11
Experts....................................... 11
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$150,000,000
Anheuser-Busch
Companies, Inc.
5.75% Notes
due April 1, 2010
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[GRAPHIC OMITTED]
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Goldman, Sachs & Co.
J.P. Morgan & Co.
Warburg Dillon Read LLC
Chase Securities Inc.
Morgan Stanley Dean Witter
NationsBanc Montgomery Securities LLC
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