0000934091-95-000021.txt : 19950914 0000934091-95-000021.hdr.sgml : 19950914 ACCESSION NUMBER: 0000934091-95-000021 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950908 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANHEUSER BUSCH COMPANIES INC CENTRAL INDEX KEY: 0000310569 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 431162835 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60885 FILM NUMBER: 95571859 BUSINESS ADDRESS: STREET 1: ONE BUSCH PL STREET 2: C/O OFFICE OF THE VP & SEC'Y CITY: ST LOUIS STATE: MO ZIP: 63118 BUSINESS PHONE: 3145772000 MAIL ADDRESS: STREET 1: ONE BUSCH PL CITY: ST LOUIS STATE: MO ZIP: 63118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANHEUSER BUSCH INC CENTRAL INDEX KEY: 0000006627 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 430161000 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60885-01 FILM NUMBER: 95571860 BUSINESS ADDRESS: STREET 1: ONE BUSCH PLACE CITY: ST LOUIS STATE: MO ZIP: 63118 BUSINESS PHONE: 3145772000 MAIL ADDRESS: STREET 1: ONE BUSCH PL CITY: ST LOUIS STATE: MO ZIP: 63118-1852 424B2 1 424B2 PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT (To Prospectus dated August 2, 1995) [LOGO] $150,000,000 ANHEUSER-BUSCH COMPANIES, INC. 7 1/4% Debentures Due September 15, 2015 (Interest payable March 15 and September 15) -------------------------------- The Debentures will be redeemable at the option of the Company at any time on or after September 15, 2005, as set forth herein. The Debentures 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 Debentures, to which principal and interest payments on the Debentures will be made. Individual purchases will be made only in book entry form (as described herein). Purchasers of such book entry interests in the Debentures 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. -------------------------------- Underwriting Price to Discounts and Proceeds to Public* Commissions** Company*** -------------- --------------- ------------ Per Debenture . . . . . . 99.894% .875% 99.019% Total . . . . . . . . . . $149,841,000 $1,312,500 $148,528,500 * Plus accrued interest, if any, from September 13, 1995. ** The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. *** Before deducting expenses payable by the Company estimated at $100,000. -------------------------------- The Debentures are being offered by the Underwriters as set forth under "UNDERWRITING" herein. It is expected that the Debentures will be delivered in book entry form only, on or about September 13, 1995, through the facilities of the Depositary, against payment therefor in immediately available funds. The Underwriters are: Dillon, Read & Co. Inc. Goldman, Sachs & Co. Merrill Lynch & Co. J.P. Morgan Securities Inc. The date of this Prospectus Supplement is September 6, 1995. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBENTURES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. -------------------------------- DESCRIPTION OF DEBENTURES 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 Chemical 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 7 1/4% per annum from September 13, 1995, payable initially on March 15, 1996 and payable semi-annually thereafter on each subsequent March 15 and September 15. Interest will be paid to the persons in whose names the Debentures are registered at the close of business on March 1 or September 1 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. The Debentures will be redeemable at the option of the Company at any time on or after September 15, 2005, in whole or in part, upon not fewer than 30 days' nor more than 60 days' notice, at Redemption Prices equal to the percentages set forth below of the principal amount to be redeemed for the respective 12 month periods beginning September 15 of the years indicated, together in each case with accrued interest to the Redemption Date: 12 Months Beginning Redemption 12 Months Beginning Redemption September 15 Price September 15 Price ------------------- ---------- ------------------- ----------- 2005 103.57% 2010 101.79% 2006 103.21% 2011 101.43% 2007 102.86% 2012 101.07% 2008 102.50% 2013 100.71% 2009 102.14% 2014 100.36% 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 August 24, 1995 and the related Terms Agreement dated September 6, 1995, are as follows: Principal Amount of Underwriter Debentures ----------- ---------- Dillon, Read & Co. Inc. $ 37,500,000 Goldman, Sachs & Co. 37,500,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated 37,500,000 J.P. Morgan Securities Inc. 37,500,000 ------------- Total $ 150,000,000 ============= Dillon, Read & Co. Inc. is the lead manager. Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc. are co managers. S-2 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 $15,000,000 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 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. 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 ================================== ======================================= 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 ANHEUSER-BUSCH Supplement and the accompanying COMPANIES, INC. 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 $150,000,000 accompanying Prospectus do not 7 1/4% Debentures constitute an offer by the Company Due September 15, 2015 or by any Underwriter to sell securities in any state to any person to whom it is unlawful for [LOGO] 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 PROSPECTUS SUPPLEMENT Company since the date hereof. ------------------------ ------------------------ TABLE OF CONTENTS Prospectus Supplement Page ---- Description of Debentures . . S-2 Underwriting . . . . . . . . S-2 Prospectus Available Information . . . . . 2 Incorporation of Documents by Reference . . . . . . . . . . . 2 The Company . . . . . . . . . . 3 Use of Proceeds . . . . . . . . 3 Dillon, Read & Co. Inc. Description of Debt Securities 3 Goldman, Sachs & Co. Book Entry Securities . . . . . 9 Merrill Lynch & Co. Plan of Distribution . . . . . 11 J.P. Morgan Securities Inc. Legal Opinion . . . . . . . . . 12 Experts . . . . . . . . . . . . 12 ================================== ====================================== STATEMENT OF DIFFERENCES The Prospectus Supplement filed herewith will be used as a supplement to the Registrant's Prospectus dated August 2, 1995, (constituting a part of registration statements 33-49051 and 33-60885). The foregoing Prospectus Supplement will be reproduced on paper measuring approximately 8-1/2 inches by 11 inches, and will be attached to the Prospectus dated August 2, 1995. The upper left-hand corner of the circulated Prospectus Supplement and the center of the right column of the back cover of the Prospectus Supplement will each contain a one inch square corporate logo of Anheuser-Busch Companies, Inc. The corporate logo consists of a silver "A" and a white eagle on a blue background.