0000950124-01-503425.txt : 20011010
0000950124-01-503425.hdr.sgml : 20011010
ACCESSION NUMBER: 0000950124-01-503425
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011005
GROUP MEMBERS: ANHEUSER-BUSCH INT HOLDINGS INC CHILE I LIMITADA
GROUP MEMBERS: ANHEUSER-BUSCH INT HOLDINGS INC CHILE II LIMITADA
GROUP MEMBERS: ANHEUSER-BUSCH INTERNATIONAL HOLDINGS INC
GROUP MEMBERS: ANHEUSER-BUSCH INTERNATIONAL INC
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: UNITED BREWERIES CO INC
CENTRAL INDEX KEY: 0000888746
STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082]
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-60071
FILM NUMBER: 1752997
BUSINESS ADDRESS:
STREET 1: AHUMADA 131
CITY: SANTIAGO CHILE
STATE: F3
ZIP: 00000
BUSINESS PHONE: 2125305000
FILED BY:
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: SC 13D/A
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
SC 13D/A
1
c65322a5sc13da.txt
AMENDMENT NO. 5 TO SCHEDULE 13D
1
SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No. 5)(1)
COMPANIA CERVECERIAS UNIDAS S.A.
UNITED BREWERIES COMPANY, INC. (ENGLISH TRANSLATION OF NAME OF ISSUER)
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
SHARES OF COMMON STOCK IN THE FORM OF AMERICAN DEPOSITARY SHARES
--------------------------------------------------------------------------------
(Title of Class of Securities)
204429104
--------------------------------------------------------------------------------
(CUSIP Number)
JoBeth G. Brown
Vice President and Secretary
Anheuser-Busch Companies, Inc.
One Busch Place
St. Louis, Missouri 63118
(314) 577-2000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
OCTOBER 2, 2001
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
(1)The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
(Page 1 of 13 pages)
2
CUSIP NO. 204429104 13D/A PAGE 2 OF 13 PAGES
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Anheuser-Busch Companies, Inc.
43-1162835
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
None
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
63,695,333
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
None
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
63,695,333
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,695,333
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES *
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
* SEE INSTRUCTIONS
3
CUSIP NO. 204429104 13D/A PAGE 3 OF 13 PAGES
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Anheuser-Busch International, Inc.
43-1213600
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
None
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
63,695,333
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
None
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
63,695,333
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,695,333
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES *
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
* SEE INSTRUCTIONS
4
CUSIP NO. 204429104 13D/A PAGE 4 OF 13 PAGES
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Anheuser-Busch International Holdings, Inc.
51-0348308
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
None
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
63,695,333
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
None
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
63,695,333
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,695,333
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES *
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
* SEE INSTRUCTIONS
5
CUSIP NO. 204429104 13D/A PAGE 5 OF 13 PAGES
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Anheuser-Busch International Holdings, Inc. Chile I Limitada
98-0346879
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Chile
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
None
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
63,695,333
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
None
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
63,695,333
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,695,333
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES *
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
--------------------------------------------------------------------------------
* SEE INSTRUCTIONS
6
CUSIP NO. 204429104 13D/A PAGE 6 OF 13 PAGES
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Anheuser-Busch International Holdings, Inc. Chile II Limitada
98-0346884
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Chile
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
None
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
63,695,333
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
None
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
63,695,333
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,695,333
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES *
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
--------------------------------------------------------------------------------
* SEE INSTRUCTIONS
7
CUSIP NO. 204429104 13D/A Page 7 of 13 Pages
This Amendment No. 5 (this "Amendment") amends and supplements the
Schedule 13D filed on January 8, 2001 (the "Schedule 13D") with the Securities
and Exchange Commission, as amended by Amendment No. 1 thereto filed on February
6, 2001, Amendment No. 2 thereto filed on March 5, 2001, Amendment No. 3 thereto
filed on March 30, 2001, and Amendment No. 4 thereto filed on May 3, 2001. All
capitalized terms used in this Amendment and not otherwise defined herein have
the meanings assigned to such terms in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated in its entirety as follows:
(a) - (c) and (f). This Statement is being filed by Anheuser-Busch
Companies, Inc. ("ABC"), Anheuser-Busch International, Inc. ("ABII"),
Anheuser-Busch International Holdings, Inc. ("ABIH"), Anheuser-Busch
International Holdings, Inc. Chile I Limitada ("AB-Chile I"), and Anheuser-Busch
International Holdings, Inc. Chile II Limitada ("AB-Chile II", and together with
ABC, ABII, ABIH and AB-Chile I, the "Reporting Persons"). ABC, ABII and ABIH are
each organized as a corporation under the laws of the State of Delaware.
AB-Chile I and AB-Chile II are each a Sociedad de Responsabilidad Limitada
(limited liability partnership) organized under the laws of the Republic of
Chile. Each of ABC and ABII has its principal business address at One Busch
Place, St. Louis, Missouri 63118 and ABIH has its principal business address at
c/o Registered Agents, Ltd., 1220 N. Market Street, Suite 606, Wilmington,
Delaware 19801. Each of AB-Chile I and AB-Chile II has its principal business
address at Miraflores 222, Piso 24, Santiago, Chile. ABC is the holding company
parent to a number of subsidiaries involved in the business of brewing beer and
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. ABII is 100% owned by ABC
and brews and distributes beer in foreign countries. ABIH is 100% owned by ABII
and holds equity investments in foreign brewers. AB-Chile I is 99.993% owned by
ABIH, its managing partner, and 0.007% owned by Anheuser-Busch Overseas
Holdings, L.L.C., a partner of AB-Chile I and a Delaware limited liability
company which is an indirect subsidiary of ABC ("ABOH"). AB-Chile I was
established to indirectly hold the Shares. AB-Chile II is 99.997% owned by
AB-Chile I, its managing partner, and 0.003% owned by ABOH, as partner. AB-Chile
II was established to directly hold the Shares.
This Statement is being filed by AB-Chile II, as the direct beneficial
owner of the Shares to which this Statement relates, and by each of ABC, ABII,
ABIH and AB-Chile I as an indirect beneficial owner of such Shares; AB-Chile I
is an indirect beneficial owner of such Shares because it controls AB-Chile II
as its 99.997% owner and managing partner, ABIH is an indirect beneficial owner
of such Shares because it controls AB-Chile I as its 99.993% owner and managing
partner, ABII is an indirect beneficial owner of such Shares because it controls
ABIH as its 100% owner and ABC is an indirect beneficial owner of such Shares
because it controls ABII as its 100% owner.
The names, business addresses, principal occupations and citizenship of
the directors and executive officers of ABC, ABII and ABIH are set forth in
Annex A hereto and are incorporated herein by reference. Neither AB-Chile I nor
AB-Chile II has any directors or executive officers. ABIH is the managing
partner of AB-Chile I and AB-Chile I is the managing partner of AB-Chile II.
8
CUSIP NO. 204429104 13D/A Page 8 of 13 Pages
(d) and (e). During the last five years, none of the Reporting Persons
and, to the best knowledge of the Reporting Persons, none of the executive
officers or directors of ABC, ABII or ABIH, or the managing partners or persons
controlling the managing partners of AB-Chile I or AB-Chile II has (i) been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and supplemented as follows:
(1) The second paragraph is replaced in its entirety with the following
language:
In addition to the Shares that have been purchased from Cimol,
29,076,617 Shares have been purchased in open market transactions on the
Santiago Stock Exchange (including 20,700,000 in an open market auction) and
American Depositary Shares representing 10,731,000 Shares have been purchased in
open market transactions on the New York Stock Exchange.
(2) The third paragraph is replaced in its entirety with the following
language:
The aggregate purchase price for the Shares purchased from Cimol was
approximately $119,400,000. The aggregate purchase price for the Shares
purchased from parties other than Cimol (including commissions) was
approximately $201,300,000. All of the approximately $320,700,000 of funds used
to purchase the Shares reported in this Statement will come from the available
resources of the Reporting Persons and from no specific borrowings.
(3) Item 3 is further amended by adding the following language to the
end thereof:
See Item 5(c) for a description of certain transactions pursuant to
which the Reporting Persons have caused ABIH to sell certain Shares to AB-Chile
II.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following language to the end thereof:
As of the date hereof, ABIH has converted all of the American
Depositary Shares it owns into Shares of common stock of the Issuer. See Item
5(c) hereof for a description of the transactions pursuant to which such
conversions have taken place.
9
CUSIP NO. 204429104 13D/A Page 9 of 13 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and supplemented as follows:
(1) The first paragraph is replaced in its entirety with the following
language:
To the best of the Reporting Persons' knowledge based on the
information contained in the Issuer's Annual Report on Form 20-F for the period
ended December 31, 2000, the aggregate number of outstanding Shares (including
Shares represented by American Depositary Shares) is 318,502,872.
(2) Subsection (a) is replaced in its entirety with the following
language:
(a) AB-Chile II beneficially owns 63,695,333 Shares. Each of AB-Chile
I, ABIH, ABII and ABC beneficially owns 63,695,333 Shares. The 63,695,333 Shares
beneficially owned by each of AB-Chile I, ABIH, ABII and ABC include all of the
Shares beneficially owned by AB-Chile II. This Statement is being filed by
AB-Chile II as the direct beneficial owner of the Shares to which this Statement
relates and by each of AB-Chile I, ABIH, ABII and ABC as an indirect beneficial
owner of such Shares; AB-Chile I is an indirect beneficial owner of such Shares
because it controls AB-Chile II as its 99.997% owner and managing partner, ABIH
is an indirect beneficial owner of such Shares because it controls AB-Chile I as
its 99.993% owner and managing partner, ABII is an indirect beneficial owner of
such Shares because it controls ABIH as its 100% owner and ABC is an indirect
beneficial owner of such Shares because it controls ABII as its 100% owner. The
63,695,333 Shares beneficially owned by the Reporting Persons represent 20.0% of
all outstanding Shares. To the knowledge of the Reporting Persons, none of the
executive officers or directors of ABC, ABII or ABIH beneficially own any
Shares. Neither AB-Chile I nor AB-Chile II has any directors or executive
officers; the managing partner of AB-Chile I is ABIH and the managing partner of
AB-Chile II is AB-Chile I.
(3) Subsection (b) is replaced in its entirety with the following
language:
(b) The Reporting Persons share the power to vote or direct the vote of
all 63,695,333 Shares which they beneficially own and share the power to dispose
of or direct the disposition of all 63,695,333 Shares which they beneficially
own. As indicated in (a) above, to the knowledge of the Reporting Persons, none
of the executive officers or directors of ABC, ABII or ABIH beneficially own
any Shares. Neither AB-Chile I nor AB-Chile II has any directors or executive
officers; the managing partner of AB-Chile I is ABIH and the managing partner of
AB-Chile II is AB-Chile I.
(4) Subsection (c) is amended by adding the following language to the
end thereof:
On October 2, 2001, the Reporting Persons caused AB-Chile II to pay for
and accept the certificates for 52,964,333 Shares, ownership of which had been
conveyed by ABIH to AB-Chile II on April 6, 2001. The purchase price for the
Shares was $220,560,569.84, or $4.16 per Share. Previously, on April 17, 2001,
the Reporting Persons converted 2,046,200 American Depositary Shares owned by
ABIH into 10,231,000 Shares and caused all of such Shares to be transferred to
AB-Chile II; in this transaction, ABIH sold all of such American Depositary
Shares to UBS Warburg LLC, which then immediately sold the 10,231,000 Shares
underlying such American Depositary Shares to AB-
10
CUSIP NO. 204429104 13D/A Page 10 of 13 Pages
Chile II in an auction transaction conducted on the Santiago Exchange. AB-Chile
II paid approximately $49,177,740.29 for the Shares, which included a commission
of approximately $165,332.96.
On May 30, 2001, ABIH acquired 100,000 American Depositary Shares
(equivalent to 500,000 Shares) in open market transactions on the New York Stock
Exchange at an average price of $22.56 per American Depositary Share (or an
average price of $4.51 per Share). On September 5, 2001, the Reporting Persons
converted these 100,000 American Depositary Shares owned by ABIH into 500,000
Shares and caused all of such Shares to be transferred to AB-Chile II; in this
transaction, ABIH sold all of such American Depositary Shares to UBS Warburg
LLC, which then immediately sold the 500,000 Shares underlying such American
Depositary Shares to AB-Chile II in an auction transaction conducted on the
Santiago Exchange. AB-Chile II paid approximately $2,242,087.60 for the Shares,
which included a commission of approximately $7,827.65. The Reporting Persons
directly and indirectly provided AB-Chile II with the funds that were necessary
to make the Share acquisitions on October 2, 2001, September 5, 2001 and April
17, 2001 that are described above.
11
CUSIP NO. 204429104 13D/A Page 11 of 13 Pages
The undersigned hereby agree that this Statement is filed on behalf of each of
the Reporting Persons.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, each of the undersigned certifies that the information set
forth in this Statement is true, complete and correct.
Dated: October 5, 2001
ANHEUSER-BUSCH COMPANIES, INC.
By: /s/ John Koykka
-------------------------------------
Name: John Koykka
Title: Vice President, International Development
ANHEUSER-BUSCH INTERNATIONAL, INC.
By: /s/ John Koykka
-------------------------------------
Name: John Koykka
Title: Executive Vice President - Strategic
Planning and Business Development
ANHEUSER-BUSCH INTERNATIONAL HOLDINGS, INC.
By: /s/ John Koykka
-------------------------------------
Name: John Koykka
Title: Executive Vice President - Strategic
Planning and Development
ANHEUSER-BUSCH INTERNATIONAL HOLDINGS, INC. CHILE I
LIMITADA
By: ANHEUSER-BUSCH INTERNATIONAL HOLDINGS, INC.,
ITS MANAGING PARTNER
By: /s/ John Koykka
-------------------------------------
Name: John Koykka
Title: Executive Vice President - Strategic
Planning and Development
12
CUSIP NO. 204429104 13D/A Page 12 of 13 Pages
ANHEUSER-BUSCH INTERNATIONAL HOLDINGS, INC. CHILE II
LIMITADA
By: Anheuser-Busch International Holdings, Inc.
Chile I Limitada, its Managing partner
By: Anheuser-Busch International
Holdings, Inc., its Managing partner
By: /s/ John Koykka
-----------------------------------------
Name: John Koykka
Title: Executive Vice President - Strategic
Planning and Development
13
CUSIP NO. 204429104 13D/A Page 13 of 13 Pages
ANNEX A.
Annex A is hereby amended in the following respects:
(1) Aloys H. Litteken is hereby removed from the list of Directors
and Executive Officers of Anheuser-Busch Companies, Inc.
(2) Douglas J. Muhleman is hereby added to the list of Directors and
Executive Officers of Anheuser-Busch Companies, Inc. Mr. Muhleman is a United
States citizen, his business address is One Busch Place, St. Louis, Missouri
63118, and his principal occupation is Group Vice President-Brewing, Production
and Technology of Anheuser-Busch Companies, Inc.
(3) John H. Purnell is hereby removed from the list of Directors and
Executive Officers of Anheuser-Busch International, Inc.
(4) Jesus Rangel is hereby removed from the list of Directors and
Executive Officers of Anheuser-Busch International Holdings, Inc.