-----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, NGNdjZgkduEJYgVyWu+ozsoAb/lLwWVNb3+hsNH9BsA5UvK8o9UQIHQS97P2bVw1 iSQNbI0JWVGwiSfJfDEL7A== 0001068800-04-000142.txt : 20040223 0001068800-04-000142.hdr.sgml : 20040223 20040223102153 ACCESSION NUMBER: 0001068800-04-000142 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20040223 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07823 FILM NUMBER: 04620916 BUSINESS ADDRESS: STREET 1: ONE BUSCH PL CITY: ST LOUIS STATE: MO ZIP: 63118-1852 BUSINESS PHONE: 3147656565 MAIL ADDRESS: STREET 1: ONE BUSCH PL CITY: ST LOUIS STATE: MO ZIP: 63118-1852 10-K/A 1 ab10ka.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 10-K/A (AMENDMENT 3) (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 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 (IRS Employer of Incorporation or Organization) Identification No.) ONE BUSCH PLACE ST. LOUIS, MISSOURI 63118 (Address of Principal Executive Offices) REGISTRANT'S PHONE 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% 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. [X] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2): Yes X No --- --- As of June 28, 2002, the aggregate market value of the voting stock held by non-affiliate was $43,106,017,200. 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 836,078,250 SHARES AS OF MARCH 11, 2003 DOCUMENTS INCORPORATED BY REFERENCE Portions of Annual Report to Shareholders for the Year ended December 31, 2002. . . . . . . . . . . . . . PART I, PART II, AND PART IV Portions of Definitive Proxy Statement for Annual Meeting of Shareholders on April 23, 2003. . . . . . . . . . . .PART III and PART IV Item 14. "CONTROLS AND PROCEDURES" is amended by replacing the item in its entirety with the following: Item 14. CONTROLS AND PROCEDURES. It is responsibility of the chief executive officer and chief financial officer to ensure the Company maintains disclosure controls and procedures designed to provide reasonable assurance that material information, both financial and non-financial, and other information required under the securities laws to be disclosed is identified and communicated to senior management on a timely basis. The Company's disclosure controls and procedures include mandatory communication of material subsidiary events, automated accounting processing and reporting, management review of monthly and quarterly results, periodic subsidiary business reviews, an established system of internal controls and rotating internal control reviews by the Company's internal auditors. The chief executive officer and chief financial officer evaluated the Company's disclosure controls and procedures as of the end of the quarter ended December 31, 2002 and have concluded that they are effective as of December 31, 2002 in providing reasonable assurance that such information is identified and communicated on a timely basis. Additionally, there were no changes in the Company's internal control over financial reporting identified in connection with the evaluation that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Item 15 on pages 11 through 13 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2002 is amended by the addition of the following exhibits: Exhibit 31.3 -Certification of Chief Executive Officer Exhibit 31.4 -Certification of Chief Financial Officer 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 report to be signed on its behalf by the undersigned, thereunto duly authorized. ANHEUSER-BUSCH COMPANIES, INC. (Registrant) By: /s/ W. Randolph Baker ---------------------------------------------- W. Randolph Baker (Vice President and Chief Financial Officer) Date: February 23, 2004 Pursuant to the requirements of the Securities Act of 1934, this amendment to 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 PATRICK T. STOKES * Chief Executive Officer February 23, 2004 - --------------------------- and President and Director (Principal Patrick T. Stokes Executive Officer) W. RANDOLPH BAKER * Vice President and February 23, 2004 - --------------------------- Chief Financial Officer W. Randolph Baker (Principal Financial Officer) JOHN F. KELLY * Vice President and February 23, 2004 - --------------------------- Controller (Principal John F. Kelly Accounting Officer) AUGUST A. BUSCH III * Director February 23, 2004 - --------------------------- August A. Busch III CARLOS FERNANDEZ G. * Director February 23, 2004 - --------------------------- Carlos Fernandez G. Director - --------------------------- James J. Forese JOHN E. JACOB * Director February 23, 2004 - --------------------------- John E. Jacob JAMES R. JONES * Director February 23, 2004 - --------------------------- James R. Jones CHARLES F. KNIGHT * Director February 23, 2004 - --------------------------- Charles F. Knight VERNON R. LOUCKS, JR. * Director February 23, 2004 - --------------------------- Vernon R. Loucks, Jr. VILMA S. MARTINEZ * Director February 23, 2004 - -------------------------- Vilma S. Martinez WILLIAM PORTER PAYNE * Director February 23, 2004 - --------------------------- William Porter Payne JOYCE M. ROCHE * Director February 23, 2004 - --------------------------- Joyce M. Roche HENRY HUGH SHELTON * Director February 23, 2004 - --------------------------- Henry Hugh Shelton ANDREW C. TAYLOR * Director February 23, 2004 - --------------------------- Andrew C. Taylor DOUGLAS A. WARNER III * Director February 23, 2004 - --------------------------- Douglas A. Warner III EDWARD E. WHITACRE, JR. * Director February 23, 2004 - --------------------------- Edward E. Whitacre, Jr. *By /s/ W. Randolph Baker Attorney-in-Fact ------------------------- W. Randolph Baker
EXHIBIT INDEX Exhibit 31.3 -Certification of Chief Executive Officer Exhibit 31.4 -Certification of Chief Financial Officer EX-31.3 3 ex31p3.txt EXHIBIT 31.3 CERTIFICATIONS I, Patrick T. Stokes, certify that: 1) I have reviewed this amendment to annual report on Form 10-K of Anheuser-Busch Companies, Inc.; 2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions); a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 23, 2004 /s/ Patrick T. Stokes ----------------------------------------- Patrick T. Stokes President and Chief Executive Officer Anheuser-Busch Companies, Inc. EX-31.4 4 ex31p4.txt Exhibit 31.4 CERTIFICATIONS I, W. Randolph Baker, certify that: 1) I have reviewed this amendment to annual report on Form 10-K of Anheuser-Busch Companies, Inc.; 2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions); a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 23, 2004 /s/ W. Randolph Baker ------------------------------------------- W. Randolph Baker Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----