-----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, SuVy9yUk9gUMh2L2X7S3m5mG1C4eOXn+1RA9pCnq4h9mxpyXNtwddcCmo0TWp0kH d70UdLEPjp4944Tk1AKCkg== /in/edgar/work/0000950114-00-000092/0000950114-00-000092.txt : 20001117 0000950114-00-000092.hdr.sgml : 20001117 ACCESSION NUMBER: 0000950114-00-000092 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20001116 EFFECTIVENESS DATE: 20001116 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: S-8 SEC ACT: SEC FILE NUMBER: 333-50058 FILM NUMBER: 771377 BUSINESS ADDRESS: STREET 1: ONE BUSCH PL CITY: ST LOUIS STATE: MO ZIP: 63118 BUSINESS PHONE: 3145772000 MAIL ADDRESS: STREET 1: ONE BUSCH PL CITY: ST LOUIS STATE: MO ZIP: 63118 S-8 1 0001.txt ANHEUSER-BUSCH DEFERRED INCOME STOCK PLAN 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 16, 2000 Registration Statement No. 33-_______________ ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-8 Registration Statement Under the Securities Act of 1933 ----------------------------------------------------------------- ANHEUSER-BUSCH COMPANIES, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 43-1162835 (State or Other Jurisdiction (IRS Employer of Incorporation or Organization) Identification No.) ONE BUSCH PLACE ST. LOUIS, MISSOURI 63118 (Address of Principal Executive Offices) ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (Full Title of the Plan) JOBETH G. BROWN VICE PRESIDENT AND CORPORATE SECRETARY ANHEUSER-BUSCH COMPANIES, INC. ONE BUSCH PLACE ST. LOUIS, MISSOURI 63118 (Name and Address of Agent for Service) (314) 577-3314 Telephone Number, Including Area Code of Agent for Service CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------- Proposed Proposed Amount Maximum Maximum Amount of Title of Securities to be Offering Price Aggregate Registration to be Registered Registered Per Share Offering Price Fee - -------------------------------------------------------------------------------------------- Common Stock, par 10,000,000 Shares $45.90625 $459,062,500.00 $121,192.50 value $1.00 per share, including preferred stock purchase rights - -------------------------------------------------------------------------------------------- Estimated solely for purposes of calculating the registration fee. In accordance with Rule 457(h)(1), the proposed offering price of shares was based on the average of the high and low prices reported on the New York Stock Exchange on November 9, 2000.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. 2 PART I The Section 10(a) prospectus relating to the Plan is omitted from this Registration Statement pursuant to the Note to Part I of Form S-8. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents are incorporated by reference in this registration statement: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1999. (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000; June 30, 2000 and September 30, 2000. (c) The descriptions of the Registrant's shares of common stock, including the preferred stock purchase rights relating thereto, contained in the Registrant's registration statements filed under the Securities Exchange Act of 1934, File No. 1-7823, including any amendment or report filed for the purpose of updating such descriptions. All documents subsequently filed by the Registrant or the Plan pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Item 4. Description of Securities. The Registrant's common stock is registered under Section 12(b) of the Securities Exchange Act of 1934, as amended. Item 5. Interests of Named Experts and Counsel. PricewaterhouseCoopers LLP, the Registrant's independent accountants, have no interest in the Registrant. Thomas Larson, Esq., Associate General Counsel of the Registrant, has passed upon the legality of the shares offered under this registration statement. Item 6. Indemnification of Directors and Officers. The Delaware General Corporation Law permits the indemnification by a Delaware corporation of its directors, officers, employees and other agents against 4 expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than derivative actions which are by or in the right of the corporation) if they acted in good faith in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard of care is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with defense or settlement of such an action and requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The Registrant's Restated Certificate of Incorporation provides that each person who was or is made a party to, or is involved in, any action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Registrant (or was serving at the request of the Registrant as a director, officer, employee or agent for another entity) while serving in such capacity will be indemnified and held harmless by the Registrant to the full extent authorized or permitted by Delaware law. The Restated Certificate also provides that the Registrant may purchase and maintain insurance and may also create a trust fund, grant a security interest and/or use other means (including establishing letters of credit, surety bonds and other similar arrangements), and may enter into contracts providing for indemnification, to ensure full payment of indemnifiable amounts. The Registrant has entered into indemnification agreements with its directors and its executive officers. Item 7. Exemptions from Registration Claimed. Not Applicable. Item 8. Exhibits. 5.1 Opinion and consent of Thomas Larson, Esq., Associate General Counsel of the Registrant, concerning the legality of the shares of common stock being registered hereunder. 5.2 Internal Revenue Service Determination Letter dated January 30, 1995. 23 Consent of Independent Accountants 24.1 Power of Attorney executed by directors and officers of the Registrant. Item 9. Undertakings. 5 (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 6 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on November 16, 2000. ANHEUSER-BUSCH COMPANIES, INC. By: /s/ JOBETH G. BROWN -------------------------------- JoBeth G. Brown (Vice President and Corporate Secretary) 7 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:
Title Date AUGUST A. BUSCH III Chairman of the Board September 27, 2000 - --------------------------- and President and August A. Busch III Director (Principal Executive Officer) W. RANDOLPH BAKER Vice President September 27, 2000 - --------------------------- President and Chief W. Randolph Baker Financial Officer and Director (Principal Financial Officer) JOHN F. KELLY Vice President and September 27, 2000 - --------------------------- Controller (Principal John F. Kelly Accounting Officer) BERNARD A. EDISON Director September 27, 2000 - --------------------------- Bernard A. Edison CARLOS FERNANDEZ G. Director September 27, 2000 - --------------------------- Carlos Fernandez G. JOHN E. JACOB Director September 27, 2000 - --------------------------- John E. Jacob JAMES R. JONES Director September 27, 2000 - --------------------------- James R. Jones CHARLES F. KNIGHT Director September 27, 2000 - --------------------------- Charles F. Knight VERNON R. LOUCKS, JR. Director September 27, 2000 - --------------------------- Vernon R. Loucks, Jr. VILMA S. MARTINEZ Director September 27, 2000 - --------------------------- Vilma S. Martinez 8 JAMES B. ORTHWEIN Director September 27, 2000 - --------------------------- James B. Orthwein WILLIAM PORTER PAYNE Director September 27, 2000 - --------------------------- William Porter Payne JOYCE M. ROCHE Director September 27, 2000 - --------------------------- Joyce M. Roche PATRICK T. STOKES Director September 27, 2000 - --------------------------- Patrick T. Stokes ANDREW C. TAYLOR Director September 27, 2000 - --------------------------- Andrew C. Taylor Director - --------------------------- Douglas A. Warner III EDWARD E. WHITACRE, JR. Director September 27, 2000 - --------------------------- Edward E. Whitacre, Jr. By: /s/ JOBETH G. BROWN --------------------------- JoBeth G. Brown Attorney-in-Fact
9 The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Plan) of the Plan have duly caused this registration statement to be signed by the undersigned thereunto duly authorized in the City of St. Louis, State of Missouri on November 16, 2000. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN By: /s/ JOBETH G. BROWN --------------------------- JoBeth G. Brown Committee Member 10 EXHIBIT INDEX 5.1 Opinion and consent of Thomas Larson, Esq., Associate General Counsel of the Registrant, concerning the legality of the shares of common stock being registered hereunder. 5.2 Internal Revenue Service Determination Letter dated January 30, 1995. 23 Consent of Independent Accountants 24.1 Power of Attorney executed by directors and officers of the Registrant. EX-5.1 2 0002.txt OPINION AND CONSENT 1 EXHIBIT 5.1 November 16, 2000 Anheuser-Busch Companies, Inc. One Busch Place St. Louis, Missouri 63118 Re: Registration Statement on Form S-8 Relating to 10,000,000 shares of Common Stock, Par Value $1.00 Per Share, To Be Issued Pursuant to Anheuser-Busch Deferred Income Stock Purchase and Savings Plan ------------------------------------------- Gentlemen: I am an Associate General Counsel of Anheuser-Busch Companies, Inc. (the "Company") and have represented the Company in connection with the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (the "Plan"). I have examined such documents, records and matters of law as I have deemed necessary for purposes of this opinion letter, and based thereupon I am of the opinion that: (1) The shares of common stock that may be issued pursuant to the Plan will be, when issued in accordance with the Plan, duly authorized, validly issued, fully paid and nonassessable. (2) The participations in the Plan to be extended to participants in the Plan will be, when extended in accordance with the Plan, validly issued. I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the registration statement on Form S-8 filed by the Company to effect registration of the common stock under the Securities Act of 1933 and to the reference to me under the caption "Interests of Named Experts and Counsel" therein. Very truly yours, /s/ THOMAS LARSON Thomas Larson Associate General Counsel EX-5.2 3 0003.txt IRS DETERMINATION LETTER 1 EXHIBIT 5.2 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR P.O. BOX A 3617 DPN20-6 CHICAGO, IL 60690 Employer Identification Number: Date: January 30, 1995 43-1162835 File Folder Number: ANHEUSER-BUSCH COMPANIES, INC. 430002090 C/O CAROLYN G. WOLFF Person to Contact: ONE BUSCH PLACE FRITZ PEARSON ST. LOUIS, MO 63118 Contact Telephone Number: (414) 798-8360 Plan Name: DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN Plan Number: 059 Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination is subject to your adoption of the proposed amendments submitted in your letter dated December 13, 1994. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b). This plan is an employee stock ownership plan with a cash or deferred arrangement described Code section 401(k). This plan satisfies the requirements of Code section 4975(e)(7). This plan satisfies the minimum coverage requirements on the basis of the average benefit test in section 410(b)(2) of the Code. 2 This letter is issued under Rev. Proc. 93--39 and considers the amendments required by the Tax Reform Act of 1986 except as otherwise specified in this letter. This plan satisfies the nondiscriminatory current availability requirements of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits, rights, and features that are currently available to all employees in the plan's coverage group. For this purpose, the plan's coverage group consists of those employees treated as currently benefiting for purposes of demonstrating that the plan satisfies the minimum coverage requirements of section 410(b) of the Code. This plan qualifies for Extended Reliance described in the last paragraph of Publication 794 under the caption "Limitations of a Favorable Determination Letter". If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ MARILYN W. DAY Marilyn W. Day District Director Enclosures Publication 794 Reporting & Disclosure Guide For Employee Benefit Plans EX-23 4 0004.txt CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 1, 2000 relating to the financial statements, which appears in the 1999 Annual Report to Shareholders of Anheuser-Busch Companies, Inc., which is incorporated by reference in Anheuser-Busch Companies, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. We also consent to the incorporation by reference of our report dated February 1, 2000 relating to the Financial Statement Schedule, which appears in such Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated July 28, 2000, relating to the financial statements, which appears in the Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Saving Plan on Form 11-K for the year ended March 31, 2000. PRICEWATERHOUSECOOPERS LLP St. Louis, Missouri November 16, 2000 EX-24.1 5 0005.txt POWER OF ATTORNEY 1 EXHIBIT 24.1 ANHEUSER-BUSCH COMPANIES, INC. POWER OF ATTORNEY Each of the undersigned directors and officers of Anheuser-Busch Companies, Inc., a Delaware corporation (the "Company"), hereby 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 of the undersigned, with full power of substitution, to do all things and to execute all instruments which any of them may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the (i) proposed registration under said Act of 10,000,000 shares of common stock pursuant to a Registration Statement on Form S-8 to be transferred pursuant to the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan, this authorization to include the authority to sign the name of each of the undersigned in the capacities indicated below to the said proposed Registration Statement to be filed with the Securities and Exchange Commission in respect of the common stock, and to any amendments to said proposed Registration Statement and (ii) amendments to any existing Registration Statement on Form S-8 relating to shares of common stock to be transferred pursuant to the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan, this authorization to include the authority to sign the name of each of the undersigned in the capacities indicated below to the amendments. IN WITNESS WHEREOF, each of the undersigned has executed a copy of this Power of Attorney as of September 27, 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 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/ VERNON R. LOUCKS, JR. /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 2 /s/ JOYCE M. ROCHE /s/ PATRICK T. STOKES - ------------------------------------- ---------------------------------- Joyce M. Roche Patrick T. Stokes Director Director /s/ ANDREW C. TAYLOR - ------------------------------------- ---------------------------------- Andrew C. Taylor Douglas A. Warner III Director Director /s/ EDWARD E. WHITACRE, JR. ------------------------------------- Edward E. Whitacre, Jr. -----END PRIVACY-ENHANCED MESSAGE-----