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