-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tdi75heh8u7lQwucnrHRunggZlygbzwko9lHT4t1nA43fDdnx13vLWYZhhkx9GIJ As5uo+X4reUUO6LTWVSCmA== /in/edgar/work/20000623/0000950114-00-000051/0000950114-00-000051.txt : 20000920 0000950114-00-000051.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950114-00-000051 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANHEUSER BUSCH COMPANIES INC CENTRAL INDEX KEY: 0000310569 STANDARD INDUSTRIAL CLASSIFICATION: [2082 ] IRS NUMBER: 431162835 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-07823 FILM NUMBER: 659601 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 10-K/A 1 0001.txt AMENDMENT TO FORM 10-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ----------------- FORM 10-K/A /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ------------- TO ------------- COMMISSION FILE NUMBER 1-7823 ------------------------------------------------------------------------- ANHEUSER-BUSCH COMPANIES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) DELAWARE 43-1162835 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) ONE BUSCH PLACE, ST. LOUIS, MISSOURI 63118 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 314-577-2000 ------------------------ SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: ---------------------------- NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED - ------------------- --------------------- COMMON STOCK--$1 PAR VALUE NEW YORK STOCK EXCHANGE PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE 6 1/2% SINKING FUND DEBENTURES, DUE JANUARY 1, 2028 NEW YORK STOCK EXCHANGE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] State the aggregate market value of the voting stock held by nonaffiliates of the registrant. $28,643,738,560 as of February 29, 2000 Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. $1 PAR VALUE COMMON STOCK 452,656,492 SHARES AS OF MARCH 8, 2000 DOCUMENTS INCORPORATED BY REFERENCE Portions of Annual Report to Shareholders for the Year ended December 31, 1999 PART I, PART II, AND PART IV Portions of Definitive Proxy Statements for Annual Meeting of Shareholders on April 26, 2000 PART III 2 Item 14 on pages 9 through 11 of the Annual Report on Form 10-K for the fiscal year ended December 31, 1999 is amended by the addition of the following exhibits: Exhibit 23.1 Consent of Independent Accountants Exhibit 24.1 Power of Attorney Exhibit 24.2 Resolution authorizing signature by certain officers of the Company Exhibit 99.1 Form 11-K, Annual Report of the Anheuser-Busch Global Employee Stock Purchase Plan February 29, 2000
2 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to this report to be signed on its behalf by the undersigned, thereunto duly authorized. ANHEUSER-BUSCH COMPANIES, INC. (Registrant) By: /s/ JOBETH G. BROWN ----------------------------------- JoBeth G. Brown (Vice President and Secretary) Date: June 23, 2000 Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Title Date AUGUST A. BUSCH III Chairman of the Board and President and June 23, 2000 - ------------------------- Director (Principal Executive Officer) (August A. Busch III) W. RANDOLPH BAKER Vice President and Chief Financial June 23, 2000 - ------------------------- Officer (Principal Financial Officer) (W. Randolph Baker) JOHN F. KELLY Vice President and Controller June 23, 2000 - ------------------------- (Principal Accounting Officer) (John F. Kelly) BERNARD A. EDISON Director June 23, 2000 - ------------------------- (Bernard A. Edison) CARLOS FERNANDEZ G. Director June 23, 2000 - ------------------------- (Carlos Fernandez G.) JOHN E. JACOB Director June 23, 2000 - ------------------------- (John E. Jacob) JAMES R. JONES Director June 23, 2000 - ------------------------- (James R. Jones) 3 4 CHARLES F. KNIGHT Director June 23, 2000 - ------------------------- (Charles F. Knight) Director - ------------------------- (Vernon R. Loucks, Jr.) VILMA S. MARTINEZ Director June 23, 2000 - ------------------------- (Vilma S. Martinez) JAMES B. ORTHWEIN Director June 23, 2000 - ------------------------- (James B. Orthwein) WILLIAM PORTER PAYNE Director June 23, 2000 - ------------------------- (William Porter Payne) JOYCE M. ROCHE Director June 23, 2000 - ------------------------- (Joyce M. Roche) Director - ------------------------- (Patrick T. Stokes) ANDREW C. TAYLOR Director June 23, 2000 - ------------------------- (Andrew C. Taylor) DOUGLAS A. WARNER III Director June 23, 2000 - ------------------------- (Douglas A. Warner III) EDWARD E. WHITACRE, JR. Director June 23, 2000 - ------------------------- (Edward E. Whitacre, Jr.) By /s/ JOBETH G. BROWN ---------------------- Attorney-in-Fact JoBeth G. Brown
4 5 EXHIBIT INDEX Exhibit 23.1 Consent of Independent Accountants Exhibit 24.1 Power of Attorney Exhibit 24.2 Resolution authorizing signature by certain officers of the Company Exhibit 99.1 Form 11-K, Annual Report of the Anheuser-Busch Global Employee Stock Purchase Plan for the fiscal year ended February 29, 2000 EX-23.1 2 0002.txt CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23.1 PricewaterhouseCoopers LLP 800 Market Street St. Louis, MO 63101 Telephone (314) 206-8500 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-71311) of Anheuser-Busch Companies, Inc. of our report dated May 26, 2000 relating to the financial statements of the Anheuser-Busch Global Employee Stock Purchase Plan, which appears in this Form 11-K. PricewaterhouseCoopers LLP St. Louis, Missouri June 23, 2000 EX-24.1 3 0003.txt POWER OF ATTORNEY 1 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of Anheuser-Busch Companies, Inc. (hereinafter referred to as the "Company"), hereby constitutes and appoints August A. Busch III, W. Randolph Baker and JoBeth G. Brown, and each of them acting singly, the true and lawful agents and attorneys, or agent and attorney, with full powers of substitution, resubstitution and revocation, for and in the name, place and stead of the undersigned to do any and all things and to execute any and all instruments which said agents and attorneys, or any of them may deem necessary or advisable to enable the Company to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the 1999 Annual Report on Form 10-K of the Company, including specifically, but without limiting the generality of the foregoing, full power and authority to sign the name of each of the undersigned in the capacities indicated below to the said 1999 Annual Report on Form 10-K to be filed with the Securities and Exchange Commission, and to any and all amendments to said 1999 Annual Report on Form 10-K, and each of the undersigned hereby grants to said attorneys and agents, and to each of them singly, full power and authority to do and perform on behalf of the undersigned every act and thing whatsoever necessary or appropriate to be done in the premises as fully as the undersigned could do in person, hereby ratifying and confirming all that said attorneys and agents, or any of them, or the substitutes or substitute of them or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has subscribed these presents this 22nd day of March, 2000. /s/ AUGUST A. BUSCH III /s/ W. RANDOLPH BAKER --------------------------------- ---------------------------------- August A. Busch III W. Randolph Baker Chairman of the Board Vice President and and President and Director Chief Financial Officer (Principal Executive Officer) (Principal Financial Officer) /s/ JOHN F. KELLY /s/ BERNARD A. EDISON --------------------------------- ---------------------------------- John F. Kelly Bernard A. Edison Vice President and Controller Director (Principal Accounting Officer) /s/ CARLOS FERNANDEZ G. /s/ JOHN E. JACOB --------------------------------- ---------------------------------- Carlos Fernandez G. John E. Jacob Director Director /s/ JAMES R. JONES /s/ CHARLES F. KNIGHT --------------------------------- ---------------------------------- James R. Jones Charles F. Knight Director Director /s/ VILMA S. MARTINEZ --------------------------------- ---------------------------------- Vernon R. Loucks, Jr. Vilma S. Martinez Director Director /s/ JAMES B. ORTHWEIN /s/ WILLIAM PORTER PAYNE --------------------------------- ---------------------------------- James B. Orthwein William Porter Payne Director Director /s/ JOYCE M. ROCHE /s/ ANDREW C. TAYLOR --------------------------------- ---------------------------------- Joyce M. Roche Andrew C. Taylor Director Director /s/ DOUGLAS A. WARNER III /s/ EDWARD E. WHITACRE, JR. --------------------------------- ---------------------------------- Douglas A. Warner III Edward E. Whitacre, Jr. Director Director EX-24.2 4 0004.txt RESOLUTION 1 EXHIBIT 24.2 I, JOBETH G. BROWN, hereby certify that I am Vice President and Secretary of Anheuser-Busch Companies, Inc., a Delaware corporation, with its principal office in the City of St. Louis, State of Missouri, and as such in charge of its corporate records, including minutes of meetings of its Shareholders and Board of Directors. I further certify that the Board of Directors of said corporation at a meeting duly convened and held on the 22nd day of March 2000, as shown by said records, adopted the following resolution which has not since been amended or rescinded and which is in full force and effect at the date hereof: RESOLVED, that the Board of Directors does hereby authorize (a) the proper officers of the corporation to execute a power of attorney in the name and on behalf of the corporation in favor of August A. Busch III, W. Randolph Baker, and JoBeth G. Brown, or any of them (with power of substitution in each) and (b) the execution by the directors and officers of the corporation, or any of them, of a power of attorney in favor of said attorneys, and said powers of attorney shall empower such attorneys, or any of them, to do all acts and things and to execute any and all instruments on behalf of the corporation and on behalf of such directors and officers, including the execution of the corporation's 1999 Annual Report on Form 10-K or any amendment thereto, which such attorneys, or any of them, may deem necessary or advisable to enable the corporation to comply with the reporting requirements of the Securities and Exchange Commission in respect thereof. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the said corporation this 23rd day of June 2000. /s/ JOBETH G. BROWN ---------------------------------- JoBeth G. Brown Vice President and Secretary EX-99.1 5 0005.txt FORM 11-K ANNUAL REPORT 1 EXHIBIT 99.1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FORM 11-K (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED FEBRUARY 29, 2000 or ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to _____________ Commission File Number _______________ A. Full title of the plan and the address of the plan, if different from that of the issuer named below. ANHEUSER-BUSCH GLOBAL EMPLOYEE STOCK PURCHASE PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: ANHEUSER-BUSCH COMPANIES, INC. One Busch Place St. Louis, Missouri 63118 2 REQUIRED INFORMATION Report of Independent Accountants. Statements of Net Assets Available for Benefits February 29, 2000. Statements of Changes in Net Assets Available for Benefits February 29, 2000. Notes to financial statements. 3 ANHEUSER-BUSCH GLOBAL EMPLOYEE STOCK PURCHASE PLAN February 29, 2000 4 ANHEUSER-BUSCH GLOBAL EMPLOYEE STOCK PURCHASE PLAN TABLE OF CONTENTS FEBRUARY 29, 2000 - -----------------------------------------------------------------------------
Page Report of Independent Accountants 1 Statement of Net Assets Available for Benefits 2 Statement of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4-6
5 REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrator of The Anheuser-Busch Global Employee Stock Purchase Plan In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of The Anheuser-Busch Global Employee Stock Purchase Plan (the "Plan") at February 29, 2000, and the changes in net assets available for benefits for the year ended February 29, 2000 in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PricewaterhouseCoopers LLP May 26, 2000 6 ANHEUSER-BUSCH GLOBAL EMPLOYEE STOCK PURCHASE PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS FEBRUARY 29, 2000 - -----------------------------------------------------------------------------------------
FEBRUARY 29, 2000 ---------------------------- ASSETS Investments at fair value: Anheuser-Busch Companies, Inc. common stock $0 -------- LIABILITIES Benefits payable $0 -------- Net assets available for benefits $0 ======== The accompanying notes are an integral part of the financial statements.
2 7 ANHEUSER-BUSCH GLOBAL EMPLOYEE STOCK PURCHASE PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FEBRUARY 29, 2000 - -----------------------------------------------------------------------------------------
FEBRUARY 29, 2000 --------------------- Contributions by participants $ 27,755 Shares purchased by participants (27,755) ---------- Increase in net assets during the year $0 Net assets available for benefits, beginning of year $0 ---------- Net assets available for benefits, end of year $0 ========== The accompanying notes are an integral part of the financial statements.
3 8 ANHEUSER-BUSCH GLOBAL EMPLOYEE STOCK PURCHASE PLAN NOTES TO FINANCIAL STATEMENTS FEBRUARY 29, 2000 - ------------------------------------------------------------------------------ 1. DESCRIPTION OF PLAN The following brief description of the Anheuser-Busch Global Employee Stock Purchase Plan (the Plan) is intended to give a general summary of its principal provisions. Participants should refer to the Plan document for more complete information. Purpose of the Plan ------------------- The plan is an employee stock purchase plan designed to encourage ownership of shares in Anheuser-Busch Companies, Inc. (the Company) by permanent employees of the Company and its subsidiaries located outside the United States. The Plan commenced March 1, 1999. PLAN ADMINISTRATION The Company administers the Plan. The Company has appointed Watson Wyatt Worldwide, an international employee benefits consulting firm, to assist in plan administration and record keeping. The Company has selected DB Alex. Brown, a securities broker in the United States, as the Plan broker to hold purchased shares on behalf of Plan participants. Neither of these entities is related to the Company as an affiliate or subsidiary. The broker maintains custody of all stock purchased by participants and is responsible for delivery of shares of stock sold by the participants, except as otherwise directed by the participants. PLAN BENEFITS Under the Plan, participants enrolled in the plan on the offer date each year will be given the right to purchase up to 100 shares of the Company's common stock at the offering price, which is fixed at the market price on the United States business day prior to the offer date. The offer date is generally March 1. Purchases can only be made if the market price on the employee's purchase date is higher than the offer price. For the plan year ended February 29, 2000, the offer date varied from jurisdiction to jurisdiction. Each year's offer expires on the third anniversary of the offer date. If shares purchased through the Plan are held in the participant's DB Alex. Brown account for at least two years after the purchase date, the Company will award additional shares at a rate of 10%, 30%, or 50% of shares purchased depending upon business performance. The rate for additional share awards will be determined and announced prior to the offer date. All contributions used to purchase shares must be accumulated in a local savings account in the name of the participant through payroll deductions. Withdrawals from the savings account can be made at any time. However, deposits may only be made by payroll deduction; therefore, previous withdrawals cannot be replaced for the purpose of purchasing shares. The participant maintains full ownership of the cash used to purchase shares as 4 9 ANHEUSER-BUSCH GLOBAL EMPLOYEE STOCK PURCHASE PLAN NOTES TO FINANCIAL STATEMENTS FEBRUARY 29, 2000 - ------------------------------------------------------------------------------ well as the newly issued shares that are purchased. Thus, there are no assets held by the Plan. In the United Kingdom, there is a sub-plan designed to qualify for favorable tax treatment for employees who participate. Under this "savings related share option scheme," employees enter into a three-year savings contract and are eligible to purchase shares at the end of the three-year period. EXPENSES OF THE PLAN Under the Plan agreement, the Company may pay all expenses incurred in the administration of the Plan, including custodial fees, but is not obligated to do so. If shares purchased under the Plan are subsequently sold by the participant, the participant is responsible for all fees, commissions, and other costs incurred in such transactions. All expenses of the plan year ended February 29, 2000 were paid by the Company and are not reflected in the financial statements of the Plan. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The Plan's financial statements are prepared on the accrual basis of accounting. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from net assets during the reporting period. Actual results could differ from those estimates. VALUATION OF THE COMPANY'S STOCK The offering or purchase price of the Company's common stock shares is determined by the market price of the stock on the day prior to the offer date. Market price is defined as the closing price of one share in the United States as reported the subsequent day in the West Coast edition of The Wall Street Journal, New York Stock Exchange Transactions-Composite Transactions. 3. DIVIDENDS ON PURCHASED SHARES Any dividends paid on shares purchased under the Plan are retained by the respective participants and will be reinvested in additional shares for the benefit of the participants unless the participant elects otherwise or the law requires otherwise. Shares purchased with reinvested dividends are not eligible for the additional share awards. 4. TAX WITHHOLDING Where required by law, the Company and its subsidiaries will report to the appropriate governmental authority any amount subject to tax and social charges on account of 5 10 ANHEUSER-BUSCH GLOBAL EMPLOYEE STOCK PURCHASE PLAN NOTES TO FINANCIAL STATEMENTS FEBRUARY 29, 2000 - ------------------------------------------------------------------------------ any offer, purchase or sale pursuant to the Plan. Participants are responsible for all tax and social charge liabilities by means of withholding from the participants' current pay or other assets. 6 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. ANHEUSER-BUSCH GLOBAL EMPLOYEE STOCK PURCHASE PLAN By: /s/ J. TIMOTHY FARRELL ----------------------------------- J. Timothy Farrell Committee Member Dated: June 23, 2000 -----END PRIVACY-ENHANCED MESSAGE-----