-----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, WpwwsAR0SKtfOtTzMXUb4oNkoy3QWPqAVOlb+NS/pPBCY8eW3CpjSCnunI10CAPq I3/i5XwQ2+/V9p44yFRF4Q== 0000950138-97-000267.txt : 19970718 0000950138-97-000267.hdr.sgml : 19970718 ACCESSION NUMBER: 0000950138-97-000267 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 11 REFERENCES 429: 333-11929 FILED AS OF DATE: 19970717 SROS: NYSE 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: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-31477 FILM NUMBER: 97641902 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANHEUSER BUSCH INC CENTRAL INDEX KEY: 0000006627 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 430161000 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-31477-01 FILM NUMBER: 97641903 BUSINESS ADDRESS: STREET 1: ONE BUSCH PLACE CITY: ST LOUIS STATE: MO ZIP: 63118 BUSINESS PHONE: 3145772000 MAIL ADDRESS: STREET 1: ONE BUSCH PL CITY: ST LOUIS STATE: MO ZIP: 63118-1852 S-3 1 FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17, 1997 Registration Statement No. 333-______ Post-Effective Amendment No. 1 to Registration Statement No. 333-11929 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- ANHEUSER-BUSCH COMPANIES, INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 43-1162835 (IRS Employer Identification No.) ANHEUSER-BUSCH, INCORPORATED (Exact name of co-registrant as specified in its charter) MISSOURI (State or other jurisdiction of incorporation or organization) 43-0161000 (IRS Employer Identification No.) ONE BUSCH PLACE ST. LOUIS, MISSOURI 63118 (Address of principal executive offices) Registrant's telephone number including area code: (314) 577-2000 JO BETH G. BROWN Copies to: Vice President and Secretary DENIS P. MCCUSKER, ESQ. Anheuser-Busch Companies, Inc. Bryan Cave LLP One Busch Place One Metropolitan Square, Suite 3600 St. Louis, Missouri 63118 St. Louis, Missouri 63102 (Name and address of agent for service) APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box: [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ______ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ______ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [X] CALCULATION OF REGISTRATION FEE
====================================================================================== Title of each Amount Proposed maximum Proposed maximum Amount of class of securities to be offering price aggregate registration to be registered Registered per unit* offering price+++ fee++ - ------------------- -------------- ---------------- ----------------- ------------ Debt Securities $700,000,000++ 100%* $700,000,000+ $212,122 ====================================================================================== * Estimated solely for purposes of calculating the registration fee. + Or, if any Debt Securities are issued (i) with a principal amount denominated in a foreign currency, such principal amount as shall result in an aggregate initial offering price the equivalent of $700,000,000 at the time of initial offering, or (ii) at an original issue discount, such greater principal amount as shall result in an aggregate initial offering price of $700,000,000. ++ $50,000,000 principal amount of Debt Securities was previously registered (Registration No. 333-11929, described below) and is carried forward hereby. The amount of filing fee associated with the Debt Securities that was previously paid with such earlier registration statement is $17,241.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the Prospectus contained herein will also be used in connection with Registration Statement No. 333-11929 previously filed by the Registrant on Form S-3 and declared effective on October 3, 1996. This Registration Statement, which is a new registration statement, also constitutes Post-Effective Amendment No. 1 to Registration Statement No. 333-11929 and such Amendment shall become effective concurrently with the effectiveness of this Registration Statement and in accordance with Section 8(c) of the Securities Act of 1933. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ $750,000,000 [CORPORATE LOGO] ANHEUSER-BUSCH COMPANIES DEBT SECURITIES Anheuser-Busch Companies, Inc. (the "Company") intends to issue from time to time its debt securities (the "Debt Securities") at an aggregate initial offering price not to exceed $750,000,000 (or, if the principal of the Debt Securities is payable in a foreign currency, the equivalent thereof at the time of offering), which will be offered on terms to be determined at the time of sale. The accompanying Prospectus Supplement (the "Prospectus Supplement") sets forth the specific terms of the Series of Debt Securities (the "Series") in respect of which this Prospectus is being delivered, including the designation of the Debt Securities, the aggregate principal amount offered, the rate or rates of interest or the provisions for determining such rate or rates and the time of payment thereof, maturity, currency of payment, offering price, terms relating to redemption (whether mandatory or at the option of the Company or the holder) and information as to listing on any securities exchange. ---------- Anheuser-Busch, Incorporated, a wholly-owned subsidiary of the Company, will be jointly and severally liable with the Company for payment of the Debt Securities, subject to termination of such co-obligation under certain circumstances as described under "Description of Debt Securities -- ABI Co- Obligation". ---------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------- The Debt Securities will be sold directly, through agents designated by the Company from time to time or through underwriters or dealers designated by the Company. If any agents of the Company or any dealers or underwriters are involved in the sale of the Series of Debt Securities in respect of which this Prospectus is being delivered, the names of such agents, dealers or underwriters and any applicable agent's commission, dealer's purchase price or underwriter's discount are set forth in or may be calculated from the Prospectus Supplement. The net proceeds to the Company from such sale will be the purchase price of such Series of Debt Securities less such commission in the case of an agent, the purchase price of such Series of Debt Securities in the case of a dealer or the public offering price less such discount in the case of an underwriter and less, in each case, other attributable issuance expenses. See "Plan of Distribution" for possible indemnification arrangements for the agents, dealers and underwriters. ---------- THE DATE OF THIS PROSPECTUS IS _________, 1997. TABLE OF CONTENTS Available Information ....................................................... 2 Incorporation of Documents by Reference ..................................... 2 The Company ................................................................. 3 Use of Proceeds ............................................................. 3 Description of Debt Securities............................................... 3 Book-Entry Securities ....................................................... 9 Plan of Distribution......................................................... 11 Legal Opinion ............................................................... 11 Experts ..................................................................... 11 ---------- AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by the Company with the Commission can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; and at the following Regional Offices of the Commission: 500 West Madison Street, Suite 1400, Chicago, Illinois, 60661; and Seven World Trade Center, Suite 1300, New York, New York 10048; and copies of such material can be obtained from the public reference facilities of the Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. Such material can also be inspected and copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, N.Y. 10005, on which certain of the Company's securities are listed. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by the Company with the Securities and Exchange Commission (File No. 1-7823) are incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, filed pursuant to Section 13 of the Securities Exchange Act of 1934. 2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, filed pursuant to Section 13 of the Securities Exchange Act of 1934. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the termination of the offering of the Debt Securities shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON REQUEST, A COPY OF ANY OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS DOCUMENT BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE CORPORATE SECRETARY, ANHEUSER-BUSCH COMPANIES, INC., ONE BUSCH PLACE, ST. LOUIS, MISSOURI 63118, TELEPHONE 314-577-2000. 2 THE COMPANY The Company is a Delaware corporation that was organized in 1979 as the holding company parent of Anheuser-Busch, Incorporated ("ABI"), a Missouri corporation whose origins date back to 1875. In addition to ABI, which is the world's largest brewer of beer, the Company is also the parent corporation to a number of subsidiaries that conduct 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. The Company's principal office is at One Busch Place, St. Louis, Missouri 63118, and its telephone number is (314) 577-2000. The Company's principal product is beer, produced and distributed by its subsidiary ABI in a variety of containers primarily under the brand names Budweiser, Bud Light, Bud Dry, Bud Ice, Bud Ice Light, Michelob, Michelob Light, Michelob Dry, Michelob Golden Draft, Michelob Golden Draft Light, Michelob Classic Dark, Michelob Malt, Michelob Amber Bock, Michelob HefeWeizen, Busch, Busch Light, Busch Ice, Natural Light, Natural Pilsner, Natural Ice, King Cobra Malt Liquor, Red Wolf Lager, ZiegenBock Amber, American Originals (which include three separate brands: Faust Golden Lager, Black & Tan Porter and American Hop Ale) and Winter Brew (produced for the holiday season). ABI's products also include two non-alcohol malt beverages, O'Doul's and Busch NA. ABI has recently introduced the brands Hurricane Malt Liquor and Pacific Ridge Pale Ale. ABI imports into the United States Carlsberg and Carlsberg Light beers, Elephant Malt Liquor and Elephant Red Lager and Rio Cristal. The Company's products are brewed and distributed in international markets through its wholly-owned subsidiary, Anheuser-Busch International, Inc. ABI's beer brands are distributed in twenty-three European countries and are being sold under import distribution agreements in more than 80 countries and U.S. territories and to the U.S. military and diplomatic corps outside the continental United States. The Company's products are also brewed under license or contract brewing arrangements in Argentina, Brazil, Canada, Ireland, Japan, Korea, the Philippines and Spain. Since 1993, the Company has made equity investments or formed joint ventures with brewers in Argentina, Brazil, China, Mexico and the United Kingdom. Busch Entertainment Corporation ("BEC"), a wholly-owned subsidiary of the Company, owns, directly and through subsidiaries, nine theme parks. BEC operates Busch Gardens theme parks in Tampa, Florida and Williamsburg, Virginia and Sea World theme parks in Orlando, Florida, San Antonio, Texas, Aurora, Ohio and San Diego, California. BEC also operates water park attractions in Tampa, Florida (Adventure Island) and Williamsburg, Virginia (Water Country, U.S.A.), an educational play park for children near Philadelphia, Pennsylvania (Sesame Place) and the Baseball City Sports Complex near Orlando, Florida. The Company's principal office is at One Busch Place, St. Louis, Missouri 63118 and its telephone number is 314-577-2000. USE OF PROCEEDS The Company intends to add the net proceeds from the sale of the Debt Securities to the general funds of the Company to be used for general corporate purposes. Prior to such application, such net proceeds may be invested in short or intermediate term securities. Except as may be indicated in a Prospectus Supplement delivered together with this Prospectus, no specific determination as to the use of the proceeds of the Debt Securities in respect of which this Prospectus is being delivered has been made. DESCRIPTION OF DEBT SECURITIES The Debt Securities are to be issued either under the Indenture dated as of August 1, 1995 between the Company and The Chase Manhattan Bank (formerly Chemical Bank), as trustee, or under a separate, substantially identical indenture to be entered into between the Company and a new trustee. For each issue of Debt Securities, the applicable indenture (the "Indenture") and the trustee thereunder (the "Trustee") will be specified in the Prospectus Supplement relating to such issue of Debt Securities or in an attachment thereto. Each issue of Debt Securities will constitute a Series or Issue of Securities (as described below) under, and will be governed by the provisions of, the particular Indenture under which it is issued. The provisions of each of the Indentures are substantially identical and the following description (other than certain information pertaining only to The Chase Manhattan Bank, as described below) is applicable to each Indenture. 3 A copy of each Indenture is filed as an exhibit to the Registration Statement which has been filed with the Commission relating to the Debt Securities. The following is a summary of certain provisions of the Indenture and does not purport to be complete. Reference is made to the Indenture for a complete statement of such provisions. Certain capitalized terms used below are defined in the Indenture and have the meanings given to them in the Indenture. Section references are to the Indenture. GENERAL The Indenture provides for the issuance by the Company from time to time of its Securities in one or more Series which may consist of one or more Issues. An Issue of Securities will consist of Securities having the same interest rate, maturity and issue date. The Indenture does not limit the amount of Securities which may be issued thereunder, and provides that the specific terms of any Series of Securities shall be set forth in, or determined pursuant to, an Authorizing Resolution of the Board of Directors of the Company or in a supplemental indenture, if any, relating to such Series (Section 301). The specific terms of the Series of Securities in respect of which this Prospectus is being delivered are set forth in the accompanying Prospectus Supplement relating thereto, including the following: 1. The title of the Series and whether it will consist of more than one Issue. 2. The aggregate principal amount of the Securities of the Series. 3. The date or dates on which principal and premium, if any, on Securities of the Series is payable, and, if applicable, the terms on which such maturity may be extended. 4. The rate or rates of interest (if any) on the Securities of such Series (whether floating or fixed), the provisions, if any, for determining such interest rate or rates and adjustments thereto, the Interest Payment Dates and the Regular Record Dates with respect thereto. 5. The currency(ies) in which principal, premium, if any, and interest are payable by the Company, if other than United States dollars. 6. Provisions relating to redemption, at the option of the Company, pursuant to a Sinking Fund or otherwise, or at the option of a Holder, and the respective Redemption Dates and redemption prices and the terms and conditions for such redemption. 7. Additional covenants or Events of Default, if any, with respect to the Securities of such Series in addition to the covenants and Events of Default specified in the Indenture. 8. If less than 100% of the principal amount of the Securities of such Series is payable on acceleration or provable in bankruptcy (which may be the case for Original Issue Discount Securities), a schedule of the amounts which would be so payable or provable from time to time. 9. The form of the Securities of such Series, including whether the Securities of the Series shall be issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Securities. If not set forth in the accompanying Prospectus Supplement, the specific terms of the Series or Issue of Debt Securities in respect of which this Prospectus is being delivered are set forth in an attachment to the accompanying Prospectus Supplement. The Debt Securities will be direct and unconditional obligations of the Company, which will be unsecured and will rank pari passu with all other unsecured senior indebtedness of the Company outstanding at the time. Except as otherwise specified in the Authorizing Resolution relating to the Securities in respect of which this Prospectus is being delivered, principal and interest on the Securities are to be payable, and the Securities are to be transferable, at the office of the Trustee (in the case of The Chase Manhattan Bank, at its Corporate Trust Office, 450 West 33rd Street, New York, New York, or, in the case of any other Trustee, at the office and address specified in the related Prospectus Supplement or in an attachment thereto), but payment of interest, other than interest due on a Maturity Date, may be made at the option of the Company by check mailed to the address of the person entitled thereto as shown on the Security Register (Sections 202, 301, 305 and 1002). The Securities are to be registered without coupons in the denomination of $1,000 or any integral multiple thereof, or in such other currencies or denominations as may be specified in, or pursuant to, the Authorizing Resolution relating to a Series of Securities (Section 302). No service charge will be made for any transfer or exchange of Securities, except any tax or other governmental charges that may be imposed in connection therewith (Section 305). 4 INDEBTEDNESS; DIVIDENDS; SECURITY PURCHASES; OTHER TERMS The Indenture does not limit the amount of unsecured indebtedness of the Company or limit the payment of dividends or the acquisition of the Securities or any other debt or equity security of the Company (but Funded Debt of Restricted Subsidiaries is limited as described below under "Limitation on Funded Debt of Restricted Subsidiaries"). Neither the Indenture nor the Securities afford Holders of Securities protection in the event of a change in control or similar event affecting the Company. In addition, the Indenture does not afford protection to Holders in the event that the Company enters into a highly leveraged or other transaction which may adversely affect the Holders, except for the limitations set forth below under "Creation of Secured Indebtedness," "Limitation on Funded Debt of Restricted Subsidiaries" and "Sale-Leaseback Financings." The holders of the Company's 8-3/4% Notes Due December 1, 1999 and 9% Debentures Due December 1, 2009 (currently outstanding in the aggregate principal amount of $600 million) have the right to require the Company to repurchase such securities following the occurrence of certain change in control events or other Risk Events (as defined), if any such event results in the rating of such securities being lowered below Investment Grade (as defined) or withdrawn. If any rights in respect of such matters are granted to the Holders of any Series of Securities, such rights will be described in the accompanying Prospectus Supplement. In the event any change in control or other provision requiring the purchase of Securities is applicable to the Debt Securities, the Company will comply with Section 14(e) of the Securities Exchange Act of 1934 and Rule 14e-1 thereunder in connection with such purchases. DEFINITIONS For purposes of the Indenture covenants described below: "Funded Debt" means, generally, indebtedness for money borrowed maturing more than 12 months from the date of determination or extendable beyond 12 months from such date at the option of the borrower, and direct guarantees of such indebtedness of other Persons, subject to certain exceptions, including exceptions for capitalized lease obligations and indirect guarantees and contingent obligations in respect of indebtedness of other Persons, which exception includes agreements to purchase or repurchase obligations of other Persons, agreements to provide funds to or invest in other Persons, agreements to pay for property, products or services of other Persons and any demand charge, throughput, take-or-pay, keep-well, make-whole or maintenance of working capital or earnings or similar agreements. "Net Tangible Assets" means the total assets of the Company and its Restricted Subsidiaries (including, with respect to the Company, its net investment in Unrestricted Subsidiaries) after deducting therefrom (a) all current liabilities (excluding any thereof constituting Funded Debt by reason of being renewable or extendable) and (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense, organization and developmental expenses and other like segregated intangibles, all as computed by the Company in accordance with generally accepted accounting principles as of a date within 90 days of the date as of which the determination is being made; provided, that any items constituting deferred income taxes, deferred investment tax credit or other similar items shall not be taken into account as a liability or as a deduction from or adjustment to total assets. "Principal Plant" means any brewery, or any manufacturing, processing or packaging plant, now owned or hereafter acquired by the Company or any Subsidiary, but shall not include any (a) brewery or manufacturing, processing or packaging plant which the Company shall by Board Resolution have determined is not of material importance to the total business conducted by the Company and its Subsidiaries or (b) any plant which the Company shall by Board Resolution have determined is used primarily for transportation, marketing or warehousing. Any such determination will be effective as of the date specified in the applicable Board Resolution. "Restricted Subsidiary" means (i) any Subsidiary which owns or operates a Principal Plant, except any Subsidiary incorporated, or the principal place of business of which is located, outside the United States and (ii) any other subsidiary which the Company, by Board Resolution, shall elect to be treated as a Restricted Subsidiary, until such time as the Company may, by further Board Resolution, elect that such Subsidiary shall no longer be a Restricted Subsidiary, successive such elections being permitted without restriction. Any such election will be effective as of the date specified in the applicable Board Resolution. "Subsidiary" means any corporation of which more than 50% of the issued and outstanding stock entitled to vote for the election of directors (otherwise than by reason of default in dividends) is at the time owned directly or indirectly by the Company or a Subsidiary or Subsidiaries or by the Company and a Subsidiary or Subsidiaries (Section 101). 5 CREATION OF SECURED INDEBTEDNESS The Indenture provides that the Company will not, nor will it permit any Restricted Subsidiary to, create, assume, guarantee or suffer to exist any indebtedness for borrowed money secured by pledge of, or mortgage or lien on, any of its Principal Plants or on any capital stock of any Restricted Subsidiary (other than (a) purchase money liens, (b) liens existing at the time of acquisition of property (including through merger or consolidation) or securing indebtedness the proceeds of which are used to pay or reimburse the Company or a Restricted Subsidiary for the cost of such property (provided such indebtedness is incurred within 180 days after such acquisition), (c) liens on property of a Restricted Subsidiary existing at the time it becomes a Restricted Subsidiary, (d) liens to secure the cost of development or construction of property, or improvements thereon, and which are released or satisfied within 120 days after completion of the development or construction, (e) liens in connection with the acquisition or construction of Principal Plants or additions thereto financed by tax-exempt securities, (f) liens securing indebtedness owing to the Company or a Restricted Subsidiary by a Restricted Subsidiary, (g) liens existing at the date of the Indenture, (h) liens required in connection with state or local governmental programs which provide financial or tax benefits, provided the obligations secured are in lieu of or reduce an obligation that would have been secured by a lien permitted under the Indenture, (i) extensions, renewals or replacements of the liens referred to in clauses (a) through (h), (j) as permitted under the provisions described in the following two paragraphs herein and (k) in connection with sale-leaseback transactions permitted under the Indenture), without effectively providing that the Securities (together with, if the Company shall so determine, any other indebtedness of the Company then existing or thereafter created ranking equally with the Securities and any other indebtedness of such Restricted Subsidiary then existing or thereafter created) shall be secured by the security for such secured indebtedness equally and ratably therewith (Section 1006(a)). Notwithstanding the provisions referred to in the immediately preceding paragraph, the Company or any Restricted Subsidiary may, without ratably securing the Securities, create, assume, guarantee or suffer to exist any indebtedness which would otherwise be subject to such restrictions, and renew, extend or replace such indebtedness, provided that the aggregate amount of such indebtedness, when added to the fair market value of property transferred in certain sale and leaseback transactions permitted by Section 1007(c) as described below under "Sale-Leaseback Financings" and the aggregate amount of certain Funded Debt of Restricted Subsidiaries permitted by Section 1008(b) as described below under "Limitation on Funded Debt of Restricted Subsidiaries" (computed without duplication of amounts), does not at the time exceed 10% of Net Tangible Assets (Section 1006(d)). If the Company or any Restricted Subsidiary shall merge or consolidate with, or purchase all or substantially all of the assets of, another corporation, or the Company shall sell all or substantially all of its assets to another corporation, and if such other corporation has outstanding obligations secured by a mortgage or other lien which, by reason of an after-acquired property clause or similar provision, would extend to any Principal Plant owned by the Company or such Restricted Subsidiary immediately prior thereto, the Company or such Restricted Subsidiary, as the case may be, will in such event be deemed to have created a mortgage or lien, within the prohibition of the covenant referred to above, unless (i) such merger or consolidation involving a Restricted Subsidiary constitutes a disposition by the Company of its interest in the Restricted Subsidiary or (ii) either (a) at or prior to the effective date of such merger, consolidation, sale or purchase such lien shall be released of record or satisfied to the extent it would extend to such Principal Plant or (b) prior thereto, the Company or such Restricted Subsidiary shall have created, as security for the Securities (and, if the Company shall so determine, as security for any other indebtedness of the Company then existing or thereafter created ranking equally with the Securities and any other indebtedness of such Restricted Subsidiary then existing or thereafter created), a valid lien which will rank prior to the lien of such mortgage or other lien of such other corporation on such Principal Plant of the Company or such Restricted Subsidiary, as the case may be (Section 1006(b)). In each instance referred to in the preceding paragraphs where the Company is obligated to provide security for the Securities, the Company would be required to provide comparable security for other outstanding indebtedness under the indentures and other agreements relating thereto. LIMITATION ON FUNDED DEBT OF RESTRICTED SUBSIDIARIES The Company will not permit any Restricted Subsidiary to create, assume or permit to exist any Funded Debt other than (i) Funded Debt secured by a mortgage, pledge or lien which is permitted to such Restricted Subsidiary under the provisions of Section 1006 described above under "Creation of Secured Indebtedness", (ii) Funded Debt owed to the Company or any Restricted Subsidiary, (iii) Funded Debt of a corporation existing at the time it becomes a Restricted Subsidiary, (iv) Funded Debt created in connection with, or with 6 a view to, compliance by such Restricted Subsidiary with the requirements of any program, law, statute or regulation of any federal, state or local governmental authority and applicable to such Restricted Subsidiary and providing financial or tax benefits to such Restricted Subsidiary which are not available directly to the Company, or not available on as favorable terms, (v) guarantees existing at the date of the Indenture and (vi) guarantees of Funded Debt with respect to which the Company is liable, on terms substantially similar to the terms of the Supplemental Agreement described below under "ABI Co-Obligation" (Section 1008(a)). Notwithstanding the provisions referred to in the immediately preceding paragraph, any Restricted Subsidiary may create, assume or permit to exist Funded Debt in addition to that permitted by such provisions, and renew, extend or replace such Funded Debt, provided that at the time of such creation, assumption, renewal, extension or replacement, and after giving effect thereto, the aggregate amount of such Funded Debt which would otherwise be subject to such restriction, together with the aggregate amount of indebtedness for borrowed money permitted by Section 1006(d) as described above under "Creation of Secured Indebtedness" and the aggregate amount of the fair market value of property transferred in sale and leaseback transactions permitted by Section 1007(c) as described below under "Sale-Leaseback Financings" (computed without duplication of amounts) does not at the time exceed 10% of Net Tangible Assets (Section 1008(b)). SALE-LEASEBACK FINANCINGS The Indenture provides that neither the Company nor any Restricted Subsidiary will enter into any sale and leaseback transaction involving any Principal Plant, other than a sale by a Restricted Subsidiary to the Company or a Restricted Subsidiary or a transaction involving a lease for a temporary period, not to exceed three years, by the end of which it is intended to discontinue use of the property, unless (i) the net proceeds of such sale (including any purchase money mortgages received in connection with such sale) are at least equal to the fair market value (as determined by Board Resolution) of such property and (ii) within 120 days of the transfer of title to such property the Company purchases and retires a principal amount of Securities, or repays other Funded Debt of the Company or any Restricted Subsidiary, or makes expenditures for the expansion, construction or acquisition of a Principal Plant, or effects some combination of such repurchases, repayments and plant expenditures, equal to the net proceeds received by the Company or such Restricted Subsidiary upon such sale (Section 1007). Notwithstanding the restriction referred to in the immediately preceding paragraph, the Company or any Restricted Subsidiary may transfer property in sale and leaseback transactions which would otherwise be subject to such restriction if the aggregate amount of the fair market value of the property so transferred, when added to the aggregate amount of certain Funded Debt of Restricted Subsidiaries permitted by Section 1008(d) as described above under "Limitation on Funded Debt of Restricted Subsidiaries" and the aggregate amount of indebtedness for borrowed money permitted by Section 1006(d) as described above under "Creation of Secured Indebtedness" (computed without duplication of amounts), does not at the time exceed 10% of Net Tangible Assets (Section 1007(c)). MERGER The Indenture provides that the Company may not consolidate with or merge into any other corporation or transfer or lease its properties and assets substantially as an entirety unless certain conditions are met, including the assumption of the Securities by any successor corporation to the Company (Sections 801 and 1006). MODIFICATION OF THE INDENTURE Modifications and amendments of the Indenture may be made by the Company and the Trustee with consent of the Holders of a majority in principal amount of the Outstanding Securities affected thereby (voting as a single class), provided that no supplemental indenture may reduce the principal amount of or interest or premium payable on any Security, change the maturity date or dates of the principal, the interest payment dates or other terms of payment, or reduce the percentage of Holders necessary to modify or alter the Indenture, without the consent of each Holder of Outstanding Debt Securities affected thereby (Section 902). The Company and the Trustee may modify and amend the Indenture without the consent of any Holders for certain specified purposes, including to make any change which, in the opinion of counsel to the Company, does not materially adversely affect the interests of the Holders of the Series of Securities affected thereby (Section 901). ABI CO-OBLIGATION Pursuant to a Supplemental Agreement to be entered into with respect to each Series, in the form attached to the Indenture, ABI will be jointly and severally liable with the Company for the payment of the 7 principal of (and premium, if any) and interest on the Debt Securities of such Series. As provided in such Supplemental Agreement, the Company may elect to terminate the obligations of ABI thereunder if (1) there is outstanding no Funded Debt for which ABI is liable, as direct obligor, co-obligor, guarantor or otherwise, except for Funded Debt permitted under the provisions described above under "Limitation on Funded Debt of Restricted Subsidiaries", and (2) all liability of ABI as co-obligor for Funded Debt of the Company shall have been terminated or shall terminate at approximately the same time as the termination of the obligations of ABI under such Supplemental Agreement, and (3) there shall be no Event of Default or event which, with the passage of time or giving of notice, or both, would become an Event of Default. EVENTS OF DEFAULT, NOTICE AND WAIVER The Indenture defines an Event of Default, with respect to any Issue of Securities, as: (a) default in the payment of any interest on any Security of that Issue, continued for 30 days, (b) default in the payment of principal, or premium, if any, on any Security of that Issue when due, and, in the case of a principal payment becoming due by reason of an optional redemption by the Company, continuance of such default for 30 days, (c) default in the deposit of a required Sinking Fund installment (if any) in respect of such Issue and continuance of such default for 30 days, (d) default in the performance of any other covenant of the Company continued for 90 days after written notice by the Trustee or holders of at least 25% in principal amount of the Outstanding Securities of all Issues affected thereby, and (e) certain events of bankruptcy, insolvency or reorganization (Section 501). Additional Events of Default, if any, applicable to the Series or Issue of Securities in respect of which this Prospectus is being delivered are specified in the accompanying Prospectus Supplement. Other events or occurrences regarding the Company or the Securities, some of which may be adverse to Holders of Securities, would not constitute Events of Default and would not give rise to the remedies provided in the Indenture. If there shall occur and be continuing an Event of Default with respect to the payment of principal or premium, if any, or interest or any Sinking Fund installment on the Securities of any Issue, the Trustee, or the holders of at least 25% in principal amount of the Securities of such Issue then Outstanding, may declare the principal amount of all the Securities of such Issue immediately due and payable. If there shall occur and be continuing (i) an Event of Default with respect to any covenant of the Company applicable to the Securities of any or all Issues or (ii) any other Event of Default referred to above, other than payment defaults, the Trustee or the Holders of at least 25% in principal amount of all Securities then Outstanding in respect of which the Event of Default has occurred (voting as a single class) may declare the principal amount of all of the Securities so affected immediately due and payable. The Holders of a majority in principal amount of the Securities then Outstanding so affected (voting as a single class) (or, in the case of a payment default as to any Issue, the Holders of a majority in principal amount of the Securities of such Issue) may rescind such declaration and the effects thereof if the default is cured. No Holder of Securities may enforce the Indenture except in the case of a refusal or neglect of the Trustee to act after notice of default and after request by the Holders of a majority in principal amount of the outstanding Securities of any Issue or Series as to which a default has occurred, and the offer to the Trustee of reasonable indemnity, but this provision does not prevent any holder of any Security from enforcing payment of principal or premium, if any, or interest on such holder's Security (Sections 502, 507 and 508). The Indenture provides that the Trustee will, within 90 days after the occurrence of a default with respect to any Securities, give to the Holders of such Securities notice of all uncured defaults (as defined, not including any grace periods) known to it; but, except in the case of a payment default on any of the Securities, the Trustee will be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interest of such Holders (Section 602). The Indenture contains a provision entitling the Trustee, subject to the duty of the Trustee during default to act with the required standard of care, to be indemnified by the Holders of Securities issued thereunder before proceeding to exercise any right or power under the Indenture at the request of such Holders (Section 603(e)). The Indenture provides that the Holders of a majority in principal amount of the Outstanding Securities of any Series (voting as a single class) may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred upon the Trustee in respect of the Securities of such Series (Section 512). The Holders of a majority in principal amount of the Outstanding Securities of all Series affected thereby (voting as a single class) may, on behalf of the Holders of all such Securities, waive certain past defaults except a default in payment of the principal of, or premium, if any, or interest on any Security (Section 513). The Holders of a majority in principal amount of Outstanding Securities of all Series entitled to the benefits thereof (voting as a single class) may waive compliance with certain covenants under the Indenture (Section 1010). 8 The Company is required to furnish to the Trustee, annually, a statement as to the fulfillment by the Company of its obligations under the Indenture (Section 1004). SATISFACTION AND DISCHARGE The Indenture provides that, at the option of the Company, the Indenture will be satisfied and discharged and cease to be of further effect (except for certain rights relating to transfers or exchanges of Securities) if all of the Outstanding Securities have been delivered to the Trustee for cancellation, except for Securities in respect of which the Company has made irrevocable provision for payment within one year in accordance with the requirements of the Indenture (Article Four). At the election of the Company, (a) the obligations of the Company under the Indenture with respect to one or more Series of Securities (except for certain obligations relating to transfers or exchanges of Securities) or (b) the obligations of the Company under certain covenants contained in the Indenture (including, among others, those described above under "Creation of Secured Indebtedness," "Limitation on Funded Debt of Restricted Subsidiaries" and "Sale-Leaseback Financings") with respect to one or more Series of Securities, may be satisfied and discharged upon the satisfaction of certain conditions, including the deposit with the Trustee of money or U.S. government obligations sufficient for payment of such Series of Securities (Article Thirteen). REGARDING THE TRUSTEE For each Series or Issue of Debt Securities, the Trustee under the applicable Indenture will either be The Chase Manhattan Bank or a new Trustee selected by the Company, as specified in the related Prospectus Supplement or an attachment thereto. The Chase Manhattan Bank is the Trustee under one of the Indentures referred to herein, which is dated as of August 1, 1995. The following Series of Securities have been issued under this Indenture: (a) $250,000,000 principal amount of 7-1/8% Debentures Due July 1, 2017, (b) $250,000,000 principal amount of 7.1% Notes due June 15, 2007, (c) $100,000,000 principal amount of 7% Notes Due September 1, 2005, (d) $250,000,000 principal amount 6.75% Notes Due November 1, 2006, (e) $150,000,000 principal amount of 7-3/8% Debentures Due September 15, 2015, (f) $200,000,000 principal amount of 7% Debentures Due December 1, 2025 and (g) $200,000,000 principal amount of 6.75% Notes Due August 1, 2003. The Chase Manhattan Bank also acts as trustee (or successor trustee) under the following Indentures with the Company: (i) an Indenture dated as of September 1, 1992 under which there have been issued $200,000,000 principal amount of 6.90% Notes Due October 1, 2002, $200,000,000 principal amount of 7-3/8% Debentures Due July 1, 2023, $200,000,000 principal amount of 6.75% Notes Due June 1, 2005, and $35,000,000 principal amount of Medium-Term Notes; (ii) an Indenture dated as of August 1, 1987 under which there have been issued $350,000,000 principal amount of 9% Debentures Due December 1, 2009, $250,000,000 principal amount of 8-3/4% Notes Due December 1, 1999 and $60,000,000 principal amount of Medium-Term Notes, Second Series; and (iii) an Indenture dated as of October 1, 1982 under which there have been issued $150,000,000 principal amount of 8-5/8% Sinking Fund Debentures Due December 1, 2016 and $150,000,000 principal amount of 8-1/2% Sinking Fund Debentures Due March 1, 2017. The Chase Manhattan Bank also is a party to a credit agreement with the Company, under which it has committed to lend to the Company a maximum of $125 million. Information regarding any other Trustee under the applicable Indenture for a Series or Issue of Debt Securities will be furnished with the Prospectus Supplement relating to such Series or Issue of Debt Securities. BOOK-ENTRY SECURITIES If so indicated on the related Prospectus Supplement, the Debt Securities will be issued in book-entry form ("Book-Entry Securities"), which will be represented by a single global Security, and which will be deposited with, or on behalf of, The Depository Trust Company, as depositary (the "Depositary"), and will be registered in the name of the Depositary or a nominee of the Depositary. Ownership of beneficial interests in a global Security will be limited to participants and to persons that may hold interests through institutions that have accounts with the Depositary ("participants"). Ownership of beneficial interests by participants in a global Security will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by the Depositary for such global Security. Ownership of beneficial interests in such global Security by persons that hold through participants will be shown on, and the transfer of that ownership interest within such participant will be effected only through, records maintained by such participant. 9 Payment of principal of and any premium and interest on Book-Entry Securities represented by such global Security will be made to the Depositary or its nominee, as the case may be, as the sole registered owner and the sole Holder of the Book-Entry Securities represented thereby for all purposes under the Indenture. The Company, the Trustee and their agents will not have any responsibility or liability for any aspect of the Depositary's records relating to or payments made on account of beneficial ownership interests in a global Security representing any Book-Entry Securities or for maintaining, supervising or reviewing any of the Depositary's records relating to such beneficial ownership interests. The Company has been advised by the Depositary that upon receipt of any payment of principal of or any premium or interest on such global Security, the Depositary will immediately credit, on its book-entry registration and transfer system, the accounts of participants with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global Security as shown on the records of the Depositary. Payments by participants to owners of beneficial interests in the global Security held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for customer accounts registered in "street name", and will be the sole responsibility of such participants. The global Security may not be transferred except as a whole by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor of the Depositary or a nominee of such successor. The global Security representing Book-Entry Securities is exchangeable for definitive Securities in registered form, bearing interest (if any) at the same rate or pursuant to the same formula, having the same date of issuance, redemption provisions, stated maturity and other terms and of differing denominations aggregating a like amount, only if (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such global Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company does not appoint a successor Depositary within 90 days or (y) the Company approves such exchange. In that event, the global Security will be exchangeable for definitive Securities in registered form, bearing interest at the same rate, having the same date of issuance, redemption provisions, stated maturity and other terms and of differing denominations aggregating a like principal amount. Such definitive Securities will be registered in the names of the owners of the beneficial interests in the global Securities as provided by the Depositary's participants. Except as provided above, owners of beneficial interests in such global Security will not be entitled to receive physical delivery of Securities in definitive form and will not be considered the Holders thereof for any purpose under the Indenture, and the global Security representing Book-Entry Securities will not be exchangeable. Accordingly, each person owning a beneficial interest in such global Security must rely on the procedures of the Depositary and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a Holder under the Indenture. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to transfer beneficial interests in a global Security. The Depositary may grant proxies and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture. The Company understands that under existing industry practices, in the event that the Company requests any action of Holders or that an owner of a beneficial interest in such a global Security desires to give or take any action which a Holder is entitled to give or take under the Indenture, the Depositary would authorize the participants holding the relevant beneficial interests to give or take such action, and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of beneficial owners owning through them. The Depositary has advised the Company that the Depositary is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered under the Exchange Act. The Depositary was created to hold the securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. The Depositary's participants include securities brokers and dealers (which may include agents or underwriters referred to in the related Prospectus Supplement), banks, trust companies, clearing corporations, and certain other organizations some of whom (and/or their representatives) own the Depositary. Access to the Depositary's book-entry system is also available to 10 others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodian relationship with a participant, either directly or indirectly. PLAN OF DISTRIBUTION The Company may sell the Debt Securities in any of three ways: (i) through underwriters or dealers; (ii) directly to a limited number of institutional purchasers or to a single purchaser; or (iii) through agents. Any such underwriter, dealer or agent may be deemed to be an underwriter within the meaning of the Securities Act of 1933. The terms of the offering of the Series of Debt Securities with respect to which this Prospectus is being delivered are set forth in the Prospectus Supplement which accompanies this Prospectus, including the name or names of any underwriters, the purchase price of such Series and the proceeds to the Company from such sale, any underwriting discounts and other items constituting underwriters' compensation, any initial public offering price and any discounts or concessions which may be allowed or reallowed or paid to dealers and any securities exchanges on which the Series may be listed. If underwriters are used in the sale, the Debt Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The Debt Securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by such managing underwriters or other firms. Unless otherwise set forth in the Prospectus Supplement, the obligations of the underwriters to purchase the Debt Securities described in the accompanying Prospectus Supplement will be subject to certain conditions precedent and the underwriters will be obligated to purchase all such Debt Securities if any are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Debt Securities may be sold directly by the Company or through agents designated by the Company from time to time. Any agents involved in the offer or sale of the Debt Securities in respect of which this Prospectus is being delivered are named, and any commissions payable by the Company to such agents are set forth, in the accompanying Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment. If so indicated in the Prospectus Supplement, the Company will authorize agents, underwriters or dealers to solicit offers by certain specified institutions to purchase the Issue or Series of Debt Securities to which this Prospectus and the Prospectus Supplement relates from the Company at the public offering price set forth in the Prospectus Supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. Such contracts will be subject only to those conditions set forth in the Prospectus Supplement, and the Prospectus Supplement will set forth the commission payable for solicitation of such contracts. Agents and underwriters may be entitled under agreements entered into with the Company to indemnification by the Company against certain civil liabilities, including liabilities under the Securities Act of 1933. Agents and underwriters may be customers of, engage in transactions with, or perform services for the Company in the ordinary course of business. LEGAL OPINION Certain legal matters relating to the Debt Securities are being passed upon for the Company by its counsel, Bryan Cave LLP, One Metropolitan Square, St. Louis, Missouri 63102. EXPERTS The annual consolidated financial statements of the Company incorporated in this Prospectus by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1996 have been so incorporated in reliance on the report of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. 11 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth estimated expenses in connection with the issuance and distribution of the securities being registered, assuming [three] issuances of securities: Registration Fee ........................... $ 212,122 Printing and Engraving...................... $ 15,000* Trustee's Charges .......................... $ 20,000* Accounting Fees ............................ $ 45,000* Rating Agency Fees ......................... $ 150,000* Legal Fees ................................. $ 50,000* Miscellaneous .............................. $ 7,878* ---------- Total ............................ $ 500,000* ========== --------------- * Estimated ITEM 15. 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 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 and 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 executive officers. ITEM 16. EXHIBITS. 1.1 - Form of Underwriting Agreement. 1.2 - Form of Distribution Agreement. II-1 4.1 - Indenture dated as of August 1, 1995 between the Registrant and The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 4.1 in the Registrant's Registration Statement No. 33-60885). 4.2 - Form of Indenture to be entered into between the Registrant and a Trustee to be selected (incorporated by reference to Exhibit 4.2 in the Registrant's Registration Statement No. 33-60885). 4.3 - Form of Debt Security. 4.4 - Form of Medium-Term Note. 5. - Opinion and consent of Bryan Cave LLP, counsel to the Registrant. 12. - Statement re computation of ratios of earnings to fixed charges. 23. - Consent of Price Waterhouse LLP. 24.1 - Powers of Attorney executed by certain of the officers and directors of the Registrant. 24.2 - Powers of Attorney executed by certain of the officers and directors of Anheuser-Busch, Incorporated. 25 - Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939, of The Chase Manhattan Bank, as Trustee. ITEM 17. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, 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 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 Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (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 the undertakings set forth in subparagraphs (i) and (ii) above do not apply if 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 Securities and Exchange Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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. (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. II-2 (4) 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 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. (5) To file an application for the purpose of determining the eligibility of the trustee (under any Indenture entered into with a trustee to be selected) to act under subsection (a) of section 310 of the Trust Indenture Act (the "TIA") in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the TIA. 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 provisions described under Item 15 above, 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. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement and this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on the 17th day of July, 1997. ANHEUSER-BUSCH COMPANIES, INC. By: JoBeth G. Brown ----------------------------------- (JoBeth G. Brown, Vice President and Secretary) Pursuant to the requirements of the Securities Act of 1933, this registration statement, which also constitutes Post-Effective Amendment No. 1 to Registration Statement No. 333-11929, has been signed below by the following persons in the capacities and on the dates indicated: Signature Title Date - ------------------------------ --------------------------------- ------------- August A. Busch III* Chairman of the Board and - ------------------------------ President and Director (August A. Busch III) (Principal Executive Officer) July 17, 1997 W. Randolph Baker* Vice President and Chief - ------------------------------ Financial Officer (W. Randolph Baker) (Principal Financial Officer) July 17, 1997 John F. Kelly* Vice President and Controller - ------------------------------ (Principal Accounting Officer) July 17, 1997 (John F. Kelly) Bernard A. Edison* Director July 17, 1997 - ------------------------------ (Bernard A. Edison) Carols Fernandez G.* Director July 17, 1997 - ------------------------------ (Carlos Fernandez G.) Peter M. Flanigan* Director July 17, 1997 - ------------------------------ (Peter M. Flanigan) John E. Jacob* Director July 17, 1997 - ------------------------------ (John E. Jacob) Charles F. Knight* Director July 17, 1997 - ------------------------------ (Charles F. Knight) Vernon R. Loucks, Jr.* Director July 17, 1997 - ------------------------------ (Vernon R. Loucks, Jr.) II-4 Signature Title Date - ------------------------------ --------------------------------- ------------- Vilma S. Martinez* Director July 17, 1997 - ------------------------------ (Vilma S. Martinez) Sybil C. Mobley* Director July 17, 1997 - ------------------------------ (Sybil C. Mobley) James B. Orthwein* Director July 17, 1997 - ------------------------------ (James B. Orthwein) William P. Payne* Director July 17, 1997 - ------------------------------ (William P. Payne) Andrew C. Taylor* Director July 17, 1997 - ------------------------------ (Andrew C. Taylor) Douglas A. Warner III* Director July 17, 1997 - ------------------------------ (Douglas A. Warner III) William H. Webster* Director July 17, 1997 - ------------------------------ (William H. Webster) Edward E. Whitacre, Jr.* Director July 17, 1997 - ------------------------------ (Edward E. Whitacre, Jr.) * By: JoBeth G. Brown --------------------------------------------- JoBeth G. Brown, Vice President and Secretary Attorney-in-Fact II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the co-registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement and this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on the 17th day of July, 1997. ANHEUSER-BUSCH, INCORPORATED By: JoBeth G. Brown ----------------------------------- (JoBeth G. Brown, Vice President and Secretary) Pursuant to the requirements of the Securities Act of 1933, this registration statement, which also constitutes Post-Effective Amendment No. 1 to Registration Statement No. 333-11929, has been signed below by the following persons in the capacities and on the dates indicated: Signature Title Date - ------------------------------ --------------------------------- ------------- August A. Busch III* Chairman of the Board and Chief - ------------------------------ Executive Officer (Principal (August A. Busch III) Executive Officer) July 17, 1997 Gerald C. Thayer* Vice President - Finance and - ------------------------------ Information Systems (Principal (Gerald C. Thayer) Financial Officer) July 17, 1997 John F. Kelly* Controller (Principal Accounting - ------------------------------ Officer) July 17, 1997 (John F. Kelly) W. Randolph Baker* Director July 17, 1997 - ------------------------------ (W. Randolph Baker) Michael J. Brooks* Director July 17, 1997 - ------------------------------ (Michael J. Brooks) August A. Busch IV* Director July 17, 1997 - ------------------------------ (August A. Busch IV) - ------------------------------ Director July 17, 1997 (Marie C. Carroll) Joseph L. Goltzman* Director July 17, 1997 - ------------------------------ (Joseph L. Goltzman) James F. Hoffmeister* Director July 17, 1997 - ------------------------------ (James F. Hoffmeister) Director July 17, 1997 - ------------------------------ (John E. Jacob) Director July 17, 1997 - ------------------------------ (Donald W. Kloth) II-6 Signature Title Date - ------------------------------ --------------------------------- ------------- Stephen K. Lambright* Director July 17, 1997 - ------------------------------ (Stephen K. Lambright) Aloys H. Litteken* Director July 17, 1997 - ------------------------------ (Aloys H. Litteken) Ellis W. McCracken, Jr.* Director July 17, 1997 - ------------------------------ (Ellis W. McCracken, Jr.) Douglas J. Muhleman* Director July 17, 1997 - ------------------------------ (Douglas J. Muhleman) Anthony T. Ponturo* Director July 17, 1997 - ------------------------------ (Anthony T. Ponturo) William L. Rammes* Director July 17, 1997 - ------------------------------ (William L. Rammes) Jesus Rangel* Director July 17, 1997 - ------------------------------ (Jesus Rangel) Joseph P. Sellinger* Director July 17, 1997 - ------------------------------ (Joseph P. Sellinger) Wayman F. Smith III* Director July 17, 1997 - ------------------------------ (Wayman F. Smith III) Patrick T. Stokes* Director July 17, 1997 - ------------------------------ (Patrick T. Stokes) * By: JoBeth G. Brown --------------------------------------------- JoBeth G. Brown, Vice President and Secretary Attorney-in-Fact II-7 INDEX TO EXHIBITS Exhibit Number Description of Exhibit - -------------- ---------------------------------------------------------------- 1.1 - Form of Underwriting Agreement. 1.2 - Form of Distribution Agreement. 4.1 - Indenture dated as of August 1, 1995 between the Registrant and The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 4.1 in the Registrant's Registration Statement No. 33-60885). 4.2 - Form of Indenture to be entered into between the Registrant and a Trustee to be selected (incorporated by reference to Exhibit 4.2 in the Registrant's Registration Statement No. 33-60885). 4.3 - Form of Debt Security. 4.4 - Form of Medium-Term Note. 5. - Opinion and consent of Bryan Cave LLP, counsel to the Registrant. 12. - Statement re computation of ratios of earnings to fixed charges. 23. - Consent of Price Waterhouse LLP. 24.1 - Powers of Attorney executed by certain of the officers and directors of the Registrant. 24.2 - Powers of Attorney executed by certain of the officers and directors of Anheuser-Busch, Incorporated. 25 - Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939, of The Chase Manhattan Bank, as Trustee. II-8 EX-1.1 2 FORM OF UNDERWRITING AGREEMENT EXHIBIT 1.1 UNDERWRITING AGREEMENT [Date] [Underwriter(s)] Dear Sirs: ANHEUSER-BUSCH COMPANIES, INC. (the "Company") proposes to issue and sell from time to time certain of its debt securities referred to below (the "Securities") registered under the registration statement referred to below. The Securities will be issued under an Indenture (the "Indenture"), dated as of ______________ between the Company and _____________, as Trustee, and will have varying designations, interest rates and times of payment of any interest, maturities, redemption provisions and other terms, with all such terms for any particular series of the Securities being determined at the time of the sale. Particular series of the Securities may be sold to you, and to other firms on whose behalf you may act, for resale in accordance with the terms of offering determined at the time of sale. The Securities involved in any such offering are hereinafter referred to as the "Purchased Securities", and the firms which agree to purchase the same are hereinafter referred to as the "Underwriters" of such Purchased Securities. The terms and conditions herein shall constitute a separate agreement between the Company and the respective Underwriters in regard to each offering of Purchased Securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (herein referred to collectively as the "Act"), registration statements on Form S-3 (No. 333-11929 and No. 333-___________) relating to the Securities which became effective on October 3, 1996 and ____________, 1997, respectively, which include a prospectus in respect of such registration statements. Such registration statements, as amended or supplemented by a Prospectus Supplement with respect to an offering of Purchased Securities as referred to in Section 1 below and all prior amendments and supplements thereto (other than supplements relating to Securities that are not Purchased Securities) including the Prospectus dated _____________, 1997, and including all documents filed as a part thereof or incorporated therein, are hereinafter together referred to as the "Registration Statement," and such prospectus, as so amended or supplemented, including all documents incorporated by reference therein, as the "Prospectus." This Agreement shall not limit or affect the right of the Company to offer or sell any of the Securities through any other underwriters or agents or through any other arrangements specified by the Company from time to time, and this Agreement shall apply only to Securities in respect of which a Terms Agreement shall have been executed as referred to herein. The Company and the Underwriters agree as follows: 1. PURCHASE AND OFFERING. (a) The obligations of the Underwriters to purchase the Purchased Securities will be evidenced by an exchange of telegraphic or other written communications (a "Terms Agreement") at each time the Company determines to sell Purchased Securities. Each Terms Agreement shall specify the firms which will be Underwriters (who shall become bound by the terms hereof when the Terms Agreement has been entered into), the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Purchased Securities not already specified in the Indenture, including, but not limited to, interest rates, maturities, redemption provisions and sinking fund requirements. Each Terms Exhibit 1.1 1 Agreement shall also specify the date of delivery and payment for the Purchased Securities other than any Contract Securities (as defined below) and any details of the terms of offering which should be reflected in the Prospectus Supplement relating to the offering of the Purchased Securities. Such Prospectus Supplement shall set forth the terms contained in the Terms Agreement and such other information that you and the Company agree at the time the Terms Agreement is entered into should be included in the Prospectus Supplement. Insofar as any provision of this Agreement is inconsistent with any Terms Agreement, the Terms Agreement shall be deemed to control. Each Terms Agreement shall be substantially in the form of Schedule I hereto, with such changes therein as the Company may approve. Purchased Securities to be purchased by Underwriters are herein referred to as "Underwriters' Securities," and any Purchased Securities to be purchased pursuant to Delayed Delivery Contracts (as defined below) as hereinafter provided are herein referred to as "Contract Securities." The obligations of the Underwriters to purchase the Underwriters' Securities shall be several and not joint. It is understood that the Underwriters propose to offer the Purchased Securities for sale as set forth in such Prospectus Supplement. (b) Payment of the purchase price for the Underwriters' Securities shall be made to the Company or its order by wire transfer of immediately available funds or in other manner satisfactory to the Company against delivery of the Underwriters' Securities to you for the respective accounts of the Underwriters. Such payment and delivery shall be made at 10:00 A.M.(1) on the date of delivery specified in the Terms Agreement (unless another time not later than 10:00 A.M. on the third business day(2) thereafter shall be agreed to by you and the Company or unless postponed in accordance with the provisions of Section 6 hereof). The time and date that such payment and delivery are actually made is herein sometimes referred to as the "time of purchase." The Underwriters' Securities shall be delivered to you in definitive form, in temporary or final form, and in such names and such principal amounts as, not later than 10:00 A.M. on the business day immediately preceding the time of purchase, you shall specify. For the purpose of expediting the checking and packaging of the Underwriters' Securities by you, the Company agrees to make them available to you for such purpose prior to the close of business on the business day preceding the time of purchase. (c) If any Terms Agreement provides for sales of Purchased Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Contract Securities pursuant to delayed delivery contracts substantially in the form of Schedule II attached hereto (the "Delayed Delivery Contracts") with such changes therein as the Company may approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. At the time of purchase the Company will pay you as compensation, for the accounts of the Underwriters, the compensation set forth in such Terms Agreement in respect of the principal amount of Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities shall be deducted from the Purchased Securities to be purchased by the several Underwriters and the aggregate principal amount of Purchased Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the principal amount of Purchased Securities set forth opposite each Underwriter's name in such Terms Agreement, except to the extent that you determine that such reduction shall be otherwise allocated and so advise the Company. 2. CERTAIN COVENANTS OF THE COMPANY: The Company agrees: - --------------- (1) Times mentioned herein are New York City times. (2) As used herein, "business day" shall mean a day on which the New York Stock Exchange is open for trading. Exhibit 1.1 2 (a) to furnish such information as may be required and otherwise to cooperate in qualifying the Purchased Securities for offering and sale and in determining their eligibility for investment under the laws of such states as you may designate; provided that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process in any state (except with respect to the offering and sale of the Purchased Securities); (b) to make available to you and the Underwriters, as soon as available, as many copies of the Registration Statement, each related preliminary prospectus, the Prospectus, any documents incorporated by reference therein at or after the date thereof, and any amendments or supplements thereto (except that supplements relating to Securities that are not Purchased Securities will be furnished only to you), as you may reasonably request for the purposes contemplated by the Act; (c) to advise you promptly (confirming such advice in writing) of any request by the Securities and Exchange Commission (the "Commission") for amendments to the Registration Statement or Prospectus (including documents deemed to be incorporated by reference into the Prospectus) or for additional information with respect thereto and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible; (d) so long as any of the Purchased Securities shall remain outstanding, to furnish to you and, upon request, to each of the other Underwriters such consolidated statements of income, retained earnings and changes in financial position and balance sheets of the Company as it shall furnish to holders of the Purchased Securities and as it shall file with the Commission; (e) to advise you promptly of the happening of any event known to the Company within the time during which a prospectus relating to the Purchased Securities is required to be delivered under the Act which, in the judgment of the Company, would require the making of any change in the Prospectus then being used or in the information incorporated by reference therein so that the statements therein would not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and to prepare and furnish to the Underwriters promptly such amendments or supplements to such prospectus as may be necessary to reflect any such change; (f) to make generally available to its security holders an earnings statement of the Company (which need not be audited) which will satisfy the provisions of Section 11(a) of the Act not later than 45 days after the end of the 12-month period beginning at the end of any fiscal quarter of the Company during which a Terms Agreement is entered into; (g) to pay all expenses, fees and excise taxes (other than transfer taxes and fees and disbursements of counsel for the Underwriters except as set forth under Section 3 hereof or (iv) below) in connection with (i) the preparation and filing of the Registration Statement, each related preliminary prospectus, the Prospectus and any documents incorporated by reference therein at or after the date thereof and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters and to dealers as required by applicable law, (ii) the issue, sale, and delivery of the Purchased Securities, (iii) the printing of this Agreement, any agreement among underwriters, any statements of information, the opinions and letters referred to in subsections (a) and (b) of Section 4 hereof and the Indenture and the furnishing of copies thereof to the Underwriters, (iv) the qualification of the Purchased Securities for offering and sale and determination of their eligibility for investment under state laws as aforesaid (including the legal fees and disbursements of counsel for the Underwriters and all filing fees) and the printing and furnishing of copies of the "Blue Sky Survey" to the Underwriters and to dealers, (v) the rating of the Purchased Securities by investment rating agencies and (vi) the performance of the Company's other obligations hereunder; Exhibit 1.1 3 (h) to furnish to you as early as practicable a copy of the latest available unaudited interim consolidated financial statements, if any, which have been read by the independent public accountants referred to in Section 4(c) hereof as stated in their letter to be furnished pursuant to such Section, any such financial statements to be so furnished no later than two full business days prior to the date of such letter; (i) to furnish to you two signed copies of the Registration Statement, as initially filed with the Commission, and of all amendments thereto (including all exhibits thereto and documents incorporated therein) and sufficient unsigned copies of the foregoing (other than exhibits) for distribution of a copy to each of the other Underwriters; and (j) before amending or supplementing the Registration Statement or the Prospectus, or filing with the Commission during the period referred to in subsection (e) of this Section 2 any document pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (herein, together with the rules and regulations of the Commission thereunder, collectively referred to as the "Exchange Act"), to furnish to you a copy of each such proposed amendment, supplement or document. 3. REIMBURSEMENT OF UNDERWRITERS' EXPENSES: If the Underwriters' Securities are not delivered for any reason other than the termination of this agreement pursuant to Section 5 hereof or the default by one or more of the Underwriters in its or their obligations to purchase Underwriters' Securities pursuant to any Terms Agreement, the Company shall reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the fees and expenses of their counsel. 4. CONDITIONS OF UNDERWRITERS' OBLIGATIONS: The several obligations of the Underwriters to purchase and pay for any issue of Underwriters' Securities under any Terms Agreement are subject to the following conditions: (a) That, at the time of purchase, you shall receive the signed opinions of Bryan Cave LLP, counsel for the Company, and of the General Counsel of the Company, or of an Associate General Counsel, in form satisfactory to your counsel, addressed to the Underwriters and dated the time of purchase (with conformed or reproduced copies thereof for each of the other Underwriters), as indicated below. (i) The opinion of Bryan Cave LLP is to state in substance that: (A) the Company and its wholly-owned subsidiary, Anheuser-Busch, Incorporated, a Missouri corporation ("ABI"), have been duly incorporated and are validly existing and in good standing under the laws of their respective jurisdictions of incorporation, and have all power and authority necessary to own their properties and conduct the businesses in which they are engaged; (B) this Agreement and the Terms Agreement have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company, except as rights to indemnification provided herein may be unenforceable under applicable laws; (C) the Delayed Delivery Contracts, if any, have been duly authorized, executed and delivered by the Company and (assuming that they have been duly authorized, executed and delivered by the purchasers thereunder) are valid and binding agreements of the Company; (D) the Indenture has been duly authorized, executed and delivered by the Company and is a valid instrument legally binding upon the Company in accordance with its terms; the Purchased Securities have been duly authorized; the Underwriters' Securities (assuming they have been signed by the appropriate officers of the Company, the facsimile seal of the Company has been affixed thereto or imprinted thereon and they have been duly authenticated by the Trustee, in accordance with the Indenture, which assumptions such counsel need not verify by an inspection of the Underwriters' Securities) have been duly issued and constitute legal, valid and binding obligations of the Company; the Contract Securities (assuming that they will have been similarly signed, that the facsimile seal of the Company will have been affixed thereto or imprinted thereon and that they Exhibit 1.1 4 will have been duly authenticated by the Trustee, as aforesaid), when issued and delivered against payment as provided in the Delayed Delivery Contracts, will have been duly issued and will constitute legal, valid and binding obligations of the Company; and the Purchased Securities are, and the Contract Securities will be, entitled to the benefits provided by the Indenture; provided, however, that (a) the enforceability of the Indenture, the Underwriters' Securities and the Contract Securities may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and (b) rights of acceleration and the availability of equitable remedies thereunder may be limited by equitable principles of general applicability; (E) the Purchased Securities, the Delayed Delivery Contracts and the Indenture conform in all material respects as to legal matters with the statements concerning them in the Prospectus; (F) the contracts or other documents incorporated by reference in the Registration Statement (the "Incorporated Documents") (other than the financial statements, related schedules and other financial and statistical data included therein, as to which such counsel need express no opinion), when they were filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act; (G) the Registration Statement and the Prospectus (other than the financial statements, related schedules and other financial and statistical data included therein, and the Trustee's Statement of Eligibility on Form T-1, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act and the Indenture complies in all material respects with the Trust Indenture Act of 1939, as amended; (H) no approval by any governmental or regulatory authority is required in connection with the consummation of the transactions contemplated by this Agreement other than registration of the Purchased Securities under the Act and qualification of the Indenture under the Trust Indenture Act of 1939, as amended, and any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Purchased Securities are being offered; (I) the Registration Statement is effective under the Act, and no proceedings for a stop order are pending or, to the best of such counsel's knowledge, threatened under the Act; and In addition, such counsel shall state that such counsel has participated in the preparation of the Registration Statement and Prospectus and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except as to the matters referred to under subheadings (E) and (G) of this subsection (a)), on the basis of the foregoing (relying as to materiality to a large extent upon the opinions of officers and other representatives of the Company), no facts have come to the attention of such counsel which lead it to believe that either the Registration Statement or the Prospectus, each as of the date of the Terms Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (it being understood that such counsel need express no opinion with respect to the financial statements, related schedules and other financial and statistical data included in the Registration Statement or Prospectus). (ii) The opinion of the General Counsel of the Company, or of an Associate General Counsel, is to state in substance that: (A) there are no contracts or other documents required to be included among the Incorporated Documents or filed as exhibits to the Incorporated Documents or the Registration Statement other than those incorporated by reference or filed as required; (B) to the best of such counsel's knowledge, there is no litigation or any governmental proceeding pending or threatened against the Company or any of its subsidiaries which would Exhibit 1.1 5 affect the transactions contemplated by this Agreement or is required to be disclosed in the Registration Statement or Prospectus which is not disclosed and correctly summarized therein; and (C) neither the Registration Statement nor the Prospectus, each as of the date of the Terms Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (it being understood that such counsel need express no opinion with respect to the financial statements, related schedules and other financial and statistical data included in the Registration Statement or Prospectus). (b) That, at the time of purchase, the Underwriters shall receive the favorable opinion of its counsel, dated the time of purchase, as to the matters referred to in subheadings (B), (C), (D), (E) and (G) of subsection (a)(i) of this Section 4. In addition, such counsel shall state that such counsel has participated in conferences with officers and other representatives of the Company, counsel for the Company, representatives of the independent accountants of the Company and representatives of the Underwriters at which the contents of the Registration Statement and Prospectus and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except as to matters referred to under subheadings (E) and (G) of subsection (a)(i) of this Section 4), on the basis of the foregoing (relying as to materiality to a large extent upon the opinions of officers and other representatives of the Company), no facts have come to the attention of such counsel which lead such counsel to believe that either the Registration Statement or the Prospectus, each as of the date of the Terms Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (it being understood that such counsel need express no comment with respect to the financial statements, related schedules and other financial and statistical data included in the Registration Statement or Prospectus). (c) That, at the time of purchase, you shall receive a signed letter from Price Waterhouse LLP, independent public accountants, dated the time of purchase, substantially in the form heretofore furnished to you and in substance satisfactory to you, addressed to the Underwriters (with conformed or reproduced copies thereof for each of the other Underwriters) with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus. (d) That, prior to the time of purchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings therefor pending or threatened; (ii) the Registration Statement shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) the Prospectus shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, other than any statement contained in, or any matter omitted from, the Registration Statement or the Prospectus in reliance upon, and in conformity with, information furnished in writing by or on behalf of any Underwriter through you to the Company expressly for use with reference to such Underwriter in the Registration Statement or Prospectus. (e) That, between the time of execution of the Terms Agreement and the time of purchase, in your opinion no material adverse change or any development involving a prospective material adverse change in the condition of the Company and its subsidiaries, taken as a whole (financial or otherwise), shall have taken place (other than as referred to in or contemplated by the Registration Statement and Prospectus). (f) That the Company shall perform such of its obligations under this Agreement which are to be performed by the terms hereof at or before the time of purchase. Exhibit 1.1 6 (g) That the Company shall, at the time of purchase, deliver to you (with reproduced or conformed copies thereof for each of the other Underwriters) a signed certificate of two of its executive officers stating that, between the time of execution of the Terms Agreement and the time of purchase, no material adverse change or any development involving a prospective material adverse change in the condition of the Company and its subsidiaries, taken as a whole (financial or otherwise), shall have taken place (other than as referred to in or contemplated by the Registration Statement and Prospectus) and also covering the matters set forth in subsections (d) and (f) of this Section 4. (h) That the Company shall have accepted Delayed Delivery Contracts in any case where sales of Contract Securities arranged by the Underwriters have been approved by the Company. 5. TERMINATION OF TERMS AGREEMENT: Any Terms Agreement may be terminated, prior to the related time of purchase, by you or by any group of Underwriters which has agreed to purchase in the aggregate at least 50% of the Underwriters' Securities contemplated in such Terms Agreement if, in your judgment or in the judgment of any such group of Underwriters, there shall have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on the financial markets of the United States as to make it impracticable to market the Securities contemplated in such Terms Agreement. The obligations of the several Underwriters under any Terms Agreement shall also be subject to termination in your absolute discretion if, at any time prior to the related time of purchase, trading in securities on the New York Stock Exchange shall have been suspended or minimum prices shall have been established on the New York Stock Exchange, or if a banking moratorium shall have been declared either by the United States or New York State authorities, or if the United States shall have declared war in accordance with its constitutional processes. If you or any group of Underwriters elects to terminate any Terms Agreement as provided in this Section 5, the Company and each other Underwriter shall be notified promptly by delivery, telex, telefax or other customary manner of communication. If the sale to the Underwriters of the Underwriters' Securities, as contemplated in any Terms Agreement, is not carried out by the Underwriters for any reason permitted hereunder or if such sale is not carried out because the Company shall be unable to comply with any of the terms hereof, the Company shall not be under any obligation or liability under this Agreement or such Terms Agreement (except to the extent provided in Sections 2(g), 3 and 7(c) hereof) and the Underwriters shall be under no obligation or liability to the Company under this Agreement or such Terms Agreement (except to the extent provided in Section 7(e) hereof) or to one another hereunder. 6. INCREASE IN UNDERWRITERS' COMMITMENTS: If any Underwriter shall default in its obligation to take up and pay for the Purchased Securities to be purchased by it under any Terms Agreement and if the principal amount of Purchased Securities which all Underwriters so defaulting shall have so failed to take up and pay for does not exceed 10% of the total principal amount of Purchased Securities agreed to be purchased pursuant to such Terms Agreement, the non-defaulting Underwriters shall take up and pay for (in addition to the principal amount of Purchased Securities they are obligated to purchase pursuant to such Terms Agreement) the principal amount of Purchased Securities agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Purchased Securities shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Purchased Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the principal amount of Purchased Securities they have agreed to purchase under such Terms Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Purchased Securities under any Terms Agreement unless all of the Underwriters' Securities under any such Terms Agreement are purchased by the Exhibit 1.1 7 Underwriters (or by substituted underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new underwriter or underwriters are substituted by the Underwriters or by the Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of purchase for a period not exceeding five full business days in order that necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any underwriter substituted under this Section 6. 7. WARRANTIES AND REPRESENTATIONS OF AND INDEMNITY BY THE COMPANY AND THE UNDERWRITERS: (a) The Company warrants and represents in connection with each offering of Purchased Securities that the Registration Statement has become effective, that the Registration Statement and the Prospectus fully comply and as of the date of the Terms Agreement in respect of such Purchased Securities will fully comply with the provisions of the Act, and, in the case of the Incorporated Documents, with the Exchange Act, and that neither contains or as of the date of such Terms Agreement will contain any untrue statement of a material fact or omits or as of the date of such Terms Agreement will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company makes no warranty or representation with respect to any statement contained in, or any matter omitted from, the Registration Statement or the Prospectus in reliance upon and in conformity with information furnished in writing by or on behalf of any Underwriter through you to the Company expressly for use with reference to such Underwriter in the Registration Statement or Prospectus. The Company warrants and represents that the Incorporated Documents, at the time they were filed with the Commission, complied in all material respects with the requirements of the Exchange Act, and any additional documents deemed to be incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3 under the Act will, when they are filed with the Commission, comply in all material respects with the requirements of the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. (b) The Company warrants and represents that the Purchased Securities, when issued in accordance with this agreement, the relevant Terms Agreement and the Indenture, will be duly issued and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture. (c) The Company agrees to indemnify, defend and hold harmless each Underwriter, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any loss, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or controlling person may incur under the Act or the Exchange Act or otherwise, insofar as such loss, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof) or in a Prospectus (the term Prospectus for the purpose of this Section 7(c) being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as amended or supplemented), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein not misleading; provided, however, that the indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such loss, expense, liability or claim purchased the Purchased Securities which are the subject thereof (or to the benefit of any person controlling such Underwriter) if the Prospectus corrected any such alleged untrue statement or omission and if such Exhibit 1.1 8 Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such Purchased Securities to such person. The foregoing indemnification shall not cover any such loss, expense, liability or claim, however, which arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of such Underwriter through you to the Company expressly for use with reference to such Underwriter in such Registration Statement or in such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or Prospectus or necessary to make such information not misleading. The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to any Underwriter or any controlling person of that Underwriter. If any action is brought against an Underwriter or controlling person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such Underwriter shall promptly notify the Company in writing or by telephone, confirmed in writing, of the institution of such action and the Company shall assume the defense of such action, including the employment of counsel and payment of expenses. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action or the Company shall not have employed counsel to have charge of the defense of such action or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company; provided, however, the Company shall not be obligated to pay the fees and expenses of more than one such counsel (which shall be selected by you) for the indemnified parties. Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action effected without its written consent. The Company's indemnity agreement contained in this Section 7(c) and its warranties and representations contained in this agreement or contained in certificates of officers of the Company submitted pursuant hereto shall remain in full force and effect regardless of any investigation made by or on behalf of any Underwriter or controlling person, and shall survive any termination of this Agreement or the Terms Agreement or the issuance, sale and delivery of the Purchased Securities. The Company agrees promptly to notify the Underwriters of the commencement of any litigation or proceedings against the Company or any of its officers or directors in connection with the issuance and sale of the Purchased Securities or the Registration Statement or Prospectus. (d) Each Underwriter warrants and represents that the information furnished in writing by or on behalf of such Underwriter through you to the Company expressly for use in the Registration Statement or the Prospectus with reference to such Underwriter does not contain an untrue statement of a material fact and does not omit to state a material fact in connection with such information required to be stated in the Registration Statement or the Prospectus or necessary to make such information not misleading. (e) Each Underwriter severally agrees to indemnify, defend and hold harmless the Company, its directors and officers and any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any loss, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Company or any such person may incur under the Act or the Exchange Act or otherwise, insofar as such loss, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of such Underwriter through you to the Company expressly for use with reference to such Underwriter in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof), or in the Prospectus (the Exhibit 1.1 9 term Prospectus for the purpose of this Section 7(e) being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as amended or supplemented if the Company shall furnish to the Underwriters an amended Prospectus or amendments or supplements to the Prospectus after the date of any Terms Agreement), or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or Prospectus or necessary to make such information not misleading. The foregoing indemnity agreement is in addition to any liability which any Underwriter may otherwise have to the Company or any of its directors, officers or controlling persons. If any action is brought against the Company or any such person in respect of which indemnity may be sought against any Underwriter pursuant to the foregoing paragraph, the Company or such person shall promptly notify such Underwriter in writing or by telephone, confirmed in writing, of the institution of such action and such Underwriter shall assume the defense of such action, including the employment of counsel and payment of expenses. The Company or such person shall have the right to employ its or his own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company or such person unless the employment of such counsel shall have been authorized in writing by such Underwriter in connection with the defense of such action or such Underwriter shall not have employed counsel to have charge of the defense of such action or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to such Underwriter (in which case such Underwriter shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by such Underwriter; provided, however, such Underwriter shall not be obligated to pay the fees and expenses of more than one such counsel (which shall be selected by the Company) for the indemnified parties. Anything in this paragraph to the contrary notwithstanding, no Underwriter shall be liable for any settlement of any such claim or action effected without the written consent of such Underwriter. The indemnity agreement on the part of each Underwriter contained in this Section 7(e) shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or such person, and shall survive any termination of this Agreement or the Terms Agreement or the issuance, sale and delivery of the Purchased Securities. Each Underwriter agrees promptly to notify the Company of the commencement of any litigation or proceedings against such Underwriter in connection with the issuance and sale of the Purchased Securities or the Registration Statement or Prospectus. 8. PARTIES AT INTEREST: The agreement herein set forth has been and is made solely for the benefit of the Underwriters and the Company, and the controlling persons, directors and officers referred to in Section 7 hereof, and their respective successors, assigns, executors and administrators, and no other person (including a purchaser, as such purchaser, from any of the Underwriters of any of the Purchased Securities) shall acquire or have any right under or by virtue of this Agreement. 9. COUNTERPARTS: This instrument may be signed by the parties in counterparts which together shall constitute one and the same agreement between the parties and shall become effective at such time as each of the parties shall have signed such counterparts and shall have notified the other party thereof. 10. CONSTRUCTION: This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement. Exhibit 1.1 10 If the foregoing correctly sets forth the understanding between the Company and you, please so indicate in the space provided below for the purpose, whereupon this letter and your acceptance shall constitute a binding agreement between us. Very truly yours, ANHEUSER-BUSCH COMPANIES, INC. By: ----------------------------------- Treasurer [UNDERWRITER(S)] By: ----------------------------------- Exhibit 1.1 11 SCHEDULE I TERMS AGREEMENT [TITLE OF PURCHASED SECURITIES] [date] ANHEUSER-BUSCH COMPANIES, INC. One Busch Place St. Louis, Missouri 63118 Dear Sirs: Anheuser-Busch Companies, Inc., a Delaware corporation (the "Company"), and ______________ have entered into an Underwriting Agreement (the "Underwriting Agreement"), dated _____________, relating to the issuance from time to time by the Company of its debt securities under an indenture (the "Indenture"), dated as of __________________, 199__, between the Company and ____________________, as Trustee. This Terms Agreement, relating to the Purchased Securities referred to below, is being entered into pursuant to the Underwriting Agreement. Capitalized terms used herein, not otherwise defined, have the meanings given them in the Underwriting Agreement. ________________________________ and the several other underwriters named in Schedule A annexed hereto (the "Underwriters") understand that the Company proposes to issue and sell $______________ aggregate principal amount of [title of Purchased Securities] (the "Purchased Securities"). Subject to the terms, conditions, representations and warranties set forth or incorporated by reference herein, the Company agrees to sell to the Underwriters and the Underwriters agree to purchase from the Company the Purchased Securities at ____% of the principal amount thereof plus accrued interest from ________________. The Prospectus Supplement with respect to the Purchased Securities is dated ____________________ and includes the Prospectus dated ____________________. The Underwriters will pay for such Purchased Securities upon delivery thereof in New York, New York at 10:00 A.M. (New York time) on __________________ (the "Closing Date") by wire transfer of immediately available funds, or at such other time on the Closing Date as shall be agreed upon by the Company and the Underwriters. The Purchased Securities shall be issued in book-entry form and shall have the following terms: (a) Interest: ___% per annum (b) Maturity: (c) Initial Public Offering Price: % of the principal amount of the Purchased Securities plus accrued interest from _______________, if any. (d) Interest Payment Dates: __________ and __________, commencing _____________ (e) Regular Record Dates: ____________ and ____________ (f) [Optional Redemption: The Purchased Securities will be subject to redemption at any time on or after ________________ at the option of the Company, in whole or in part, pursuant to the redemption provisions of the Indenture, at Redemption Prices equal to the percentages set forth below of the principal amount to be redeemed for the respective 12-month periods Exhibit 1.1 12 beginning ____________ of the years indicated, together in each case with accrued interest to the Redemption Date: and thereafter at 100% of the principal amount thereof, together with accrued interest to the Redemption Date.] All provisions contained in the Underwriting Agreement are incorporated by reference herein in their entirety and shall be deemed to be part of this Agreement to the same extent as if such provisions had een set forth in full herein. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This instrument may be signed by the parties in counterparts which together shall constitute one and the same agreement between the parties and shall become effective at such time as each of the parties shall have signed such counterparts and shall have notified the other party thereof. Please confirm your agreement herewith by having an authorized officer sign a copy of this Agreement in the space provided below. Very truly yours, ---------------------------------------- as Representative Accepted and Agreed to as of the Date First Above Written: ANHEUSER-BUSCH COMPANIES, INC. By: ----------------------------------- Exhibit 1.1 13 SCHEDULE II DELAYED DELIVERY CONTRACT [Date] ANHEUSER-BUSCH COMPANIES, INC. One Busch Place St. Louis, Missouri 63118 Attention: Dear Sirs: The undersigned hereby agrees to purchase from Anheuser-Busch Companies, Inc. (the Company), and the Company agrees to sell to the undersigned, $_______________ principal amount of the Company's (state title of issue) (the Securities) offered by the Company's Prospectus dated ______________ and a Prospectus Supplement dated _____________ receipt of copies of which is hereby acknowledged, at a purchase price of ___% of the principal amount thereof plus accrued interest and on the further terms and conditions set forth in this contract. The undersigned agrees to purchase such Securities in the principal amounts and on the delivery dates (the Delivery Dates) set forth below: Delivery Principal Plus Accrued Date Amount Interest From: - ------------------------- ------------------------- -------------------------- - ------------------------- ------------------------- -------------------------- - ------------------------- ------------------------- -------------------------- - ------------------------- ------------------------- -------------------------- Payment for the Securities which the undersigned has agreed to purchase on each Delivery Date shall be made to the Company or its order by certified or official bank check in immediately available funds at the Corporate Trust Office of _________________ (or at such other place as the undersigned and the Company shall agree) at 11:00 A.M., New York City Time, on such Delivery Date upon issuance and delivery to the undersigned of the Securities to be purchased by the undersigned on such Delivery Date in such authorized denominations and registered in such names as the undersigned may designate by written or telegraphic communications addressed to the Company not less than five full business days prior to such Delivery Date. The obligation of the Company to sell and deliver, and of the undersigned to take delivery of and make payment for, Securities on each Delivery Date shall be subject to the conditions that (1) the purchase of Exhibit 1.1 14 Securities to be made by the undersigned shall not at the time of delivery be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the Company shall have sold, and delivery shall have taken place, to Underwriters of such principal amount of the Securities as is to be sold and delivered to them. Promptly after completion of the sale and delivery to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by copies of the opinions of counsel for the Company delivered to the Underwriters. Failure to take delivery of and make payment for Securities by any purchaser under any other Delayed Delivery Contract shall not relieve the undersigned of its obligations under this contract. The undersigned represents and warrants that (a) as of the date of this contract, the undersigned is not prohibited under the laws of the jurisdictions to which the undersigned is subject from purchasing the Securities hereby agreed to be purchased and (b) the undersigned does not contemplate selling the Securities which it has agreed to purchase hereunder prior to the Delivery Date therefor. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract shall be governed by and construed in accordance with the laws of the State of New York. This contract may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It is understood that the acceptance of any Delayed Delivery Contract is in the Company's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If the contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so signed. Very truly yours, ---------------------------------------- By: ------------------------------------ ---------------------------------------- ---------------------------------------- Address Accepted, as of the date first above written Anheuser-Busch Companies, Inc. By: ---------------------------------------- Exhibit 1.1 15 PURCHASER--PLEASE COMPLETE AT TIME OF SIGNING The name and telephone and department of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please print.) Telephone No. Name (Including Area Code) Department - ------------------------- ------------------------- -------------------------- Exhibit 1.1 16 EX-1.2 3 FORM OF DISTRIBUTION AGREEMENT EXHIBIT 1.2 [Date] [CORPORATE LOGO] ANHEUSER-BUSCH COMPANIES MEDIUM-TERM NOTES DISTRIBUTION AGREEMENT [Agent(s)] Dear Sirs: Anheuser-Busch Companies, Inc., a Delaware corporation (the "Company"), confirms its agreement with each of you with respect to the issue and sale by the Company of up to $___________ aggregate principal amount of its Medium-Term Notes (or the equivalent thereof in other currencies including composite currencies)(the "Securities"). The Securities are to be issued under an Indenture dated as of ______________ (the "Indenture") between the Company and _____________ (the "Trustee") and will be issued in such currencies and in such denominations thereof and will bear interest at such rates to be provided in a supplement to the Prospectus referred to below. Pursuant to a Supplemental Agreement, to be delivered on or prior to the date of initial issuance of the Securities, Anheuser-Busch, Incorporated, a wholly-owned subsidiary of the Company, will agree to be jointly and severally liable with the Company in respect of the payment of the Securities. The Company hereby appoints each of you as its agent ("Agent"), on a non-exclusive basis, for the purpose of soliciting offers to purchase the Securities from the Company by others and, on the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of you agrees to use your reasonable best efforts to solicit offers to purchase Securities upon terms acceptable to the Company at such times and in such amounts as the Company shall from time to time specify. In addition, any Agent may also purchase Securities as principal pursuant to a Terms Agreement (as defined herein) relating to such sale in accordance with the provisions of Section 2(b) hereof. Each of you shall communicate to the Company, orally or in writing, each offer to purchase Securities received by you as Agent which in the judgment of the Agent should be considered by the Company. The Company shall have the sole right to accept offers to purchase Securities and may reject any offer in whole or in part. Each of you shall have the right to reject any offer to purchase Securities which the Agent receiving the offer considers to be unacceptable, and any such rejection shall not be deemed a breach of your agreements contained herein. In acting under this Agreement and in connection with the sale of any Securities by the Company (other than Securities sold to any of you pursuant to a Terms Agreement), each of you is acting Exhibit 1.2 1 solely as an Agent of the Company and does not assume any obligation towards or relationship of agency or trust with any purchaser of the Securities. 1. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to and agrees with each of you as follows: (a) The Company meets the requirements for use of Form S-3 under the Securities Act of 1933 (the "Act"), and has filed with the Securities and Exchange Commission (the "Commission") registration statements on such Form (Registration No. 333-11929 and No. 33-_____) which became effective on October 3, 1996 and ________ ___, 1997, respectively, for the registration under the Act of the Securities. Such registration statements, including the prospectus constituting a part thereof and the exhibits thereto, as amended at the date of the sale of any Securities, are hereinafter together referred to as the "Registration Statement." The Indenture has been qualified under the Trust Indenture Act of 1939 (the "Trust Indenture Act") and the Company has duly authorized the issuance of the Securities. The Registration Statement, as amended at the date of this Agreement, meets the requirements set forth in Rule 415(a)(1)(x) under the Act and complies in all other material aspects with said Rule. The Company proposes to file with the Commission from time to time, pursuant to Rule 424(b) under the Act, supplements to the prospectus relating to the Securities included in the Registration Statement which will describe certain terms of the Securities and prior to any such filing will advise each of you of all further information (financial and other) with respect to the Company to be set forth therein. Such prospectus in the form in which it appears in the Registration Statement is called the "Basic Prospectus". The term "Prospectus" means the Basic Prospectus together with the prospectus supplement or supplements specifically relating to any Securities sold pursuant to this Agreement (the "Prospectus Supplement"), as filed with, or included for filing to, the Commission pursuant to Rule 424 under the Act. Any reference herein to the Registration Statement, Basic Prospectus and Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934 (the "Exchange Act"). (b) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied, or will comply, when so filed in all material respects with such Act and the rules and regulations thereunder, (ii) each part of the Registration Statement (including the documents incorporated by reference therein), filed with the Commission pursuant to the Act relating to the Securities, when such part became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Act and the applicable rules and regulations thereunder and (iv) the Registration Statement and the Prospectus at the date of the Prospectus Supplement do not contain and, as further amended or supplemented, if applicable, as of their respective dates, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except that the representations and warranties set forth in this Section 1(b) do not apply to statements or omissions in the Registration Statement or the Prospectus which are based upon information furnished to the Company in writing by each of you expressly for use therein. 2. SOLICITATIONS AS AGENT; PURCHASES AS PRINCIPAL. (a) Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of you will use your reasonable best efforts to solicit offers to purchase the Securities upon the terms and conditions set forth in the Prospectus as then amended or supplemented; provided, however, that each of you hereby represents and agrees that you will not make any representations or use any information other than that set forth in the Prospectus as then Exhibit 1.2 2 amended or supplemented or solicit any offer to purchase the Securities other than by means of the Prospectus as then amended or supplemented. The Company reserves the right, in its sole discretion, to instruct each of you to suspend at any time, for any period of time or permanently, the solicitations of offers to purchase the Securities. Upon receipt of notice from the Company, you will forthwith suspend solicitations of offers to purchase Securities from the Company until such time as the Company has advised you that such solicitation may be resumed. During the period of time that this Agreement is suspended the Company shall not be required to deliver any opinions or letters in accordance with Sections 3(i) and (j); provided, however, that none of you shall be required to resume soliciting offers to purchase Securities until the Company has delivered such opinions or letters as requested by any of you if any of the events described in Sections 3(i) and (j) have occurred during the period of suspension. The Company agrees to pay each Agent, as consideration for the sale of any Securities resulting from a solicitation made by you, a commission in the form of a discount from the principal amount of each Security sold by the Company hereunder equal to the applicable amounts set forth in Schedule A attached hereto or such other amounts as may be agreed to by the Company and such Agent. (b) Purchases as Principal. Each sale of Securities to an Agent acting as principal shall be made in accordance with the terms of this Agreement and a separate agreement which will provide for the sale of such Securities and the purchase and re-offering thereof by such Agents who are parties thereto. Each such separate agreement (which may be substantially in the form of Exhibit A hereto or which may be an oral agreement confirmed by an exchange of a standard form of a written confirmation between an Agent and the Company) is herein referred to as a "Terms Agreement". An Agent's commitment to purchase Securities as principal whether pursuant to a Terms Agreement in the form of Exhibit A hereto or pursuant to such written confirmation thereof shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by an Agent to purchase Securities as principal (whether pursuant to a Terms Agreement substantially in the form of Exhibit A hereto or a written confirmation thereof) shall specify the principal amount of Securities to be purchased pursuant thereto, the maturity date thereof, the price to be paid to the Company for such Securities, interest rate and interest rate formula, if any, applicable to such Securities and any other terms of such Securities, and the time and place of delivery of and payment for such Securities (the "Settlement Date"). Such Terms Agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. Unless otherwise specified in the Terms Agreement, Notes which an Agent purchases as principal may be resold to other dealers. Any such sales in connection with fixed price offerings shall be at a discount which shall not exceed the amount set forth in the Prospectus, as amended or supplemented in connection with the sale of such Notes. (c) Procedures. Each of you and the Company agree to perform the respective duties and obligations specifically provided to be performed pursuant to written administrative procedures, if any, as may be agreed by each of you and the Company from time to time (the "Procedures"). The Procedures may be amended only by written agreement of the Company and each of you. (d) Delivery. The documents required to be delivered by Section 4 of this Agreement shall be delivered at your office not later than 6:00 p.m. New York time on the date of the first sale of Securities hereunder, or at such other time as you and the Company may agree upon in writing as the closing date for this Agreement (the "Closing Date"). 3. AGREEMENTS. The Company agrees with each of you that: Exhibit 1.2 3 (a) Prior to the termination of the offering of the Securities pursuant to this Agreement, the Company will not file any amendment of the Registration Statement or any Prospectus Supplement relating to the Securities unless the Company has previously furnished to each of you a copy thereof for your review and will not file any such proposed amendment or supplement to which any of you reasonably object; provided, however, that (1) the foregoing requirement shall not apply (i) to any of the Company's periodic filings with the Commission required to be filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, copies of which filings the Company will cause to be delivered of you promptly after being mailed for filing with the Commission, or (ii) to any supplements which relate to securities offered pursuant to arrangements with other purchasers or agents, and which do not relate to Securities being offered by you and (2) in the case of a supplement which relates to Securities being offered by some, but not all, of the Agents, the Company shall not be required to provide a copy to the other Agents. In the case of such a supplement which does not relate to Securities being offered by any of the Agents, the Company will provide a copy thereof to at least one of the Agents for its review prior to filing such supplement with the Commission. Subject to the foregoing sentence, the Company will promptly cause each Prospectus Supplement to be mailed to the Commission for filing pursuant to Rule 424(b) or will promptly cause each Prospectus Supplement to be filed with the Commission pursuant to said Rule. The Company will promptly advise you (i) of the filing of any amendment or supplement (except as referred to above in this paragraph) to the Basic Prospectus, (ii) of the filing and effectiveness of any amendment to the Registration Statement, (iii) of any request by the Commission for any amendment to the Basic Prospectus or for any additional information in respect thereof, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to any other suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs or condition exists as a result of which the Registration Statement or the Prospectus as then amended or supplemented would include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if, in the opinion of the Company, it is necessary at any time to amend or supplement the Registration Statement or the Basic Prospectus, as then amended or supplemented, to comply with the Act, the Company promptly will notify you to suspend solicitation of offers to purchase Securities and, if so notified by the Company, you shall forthwith suspend such solicitation and cease using the Prospectus, as then amended or supplemented; and in such circumstance, the Company shall amend or supplement the Registration Statement or Prospectus, as then amended or supplemented, the Company will so advise you promptly by telephone (with confirmation in writing) and will prepare and cause to be filed promptly with the Commission an amendment or supplement to the Registration Statement or Prospectus, as then amended or supplemented, which will include a description of such facts or events and/or will correct such statement or omission or effect such compliance and will supply such amended or supplemented Prospectus to each of you in such quantities as each of you may reasonably request; and, if such amendment or supplement and any documents, certificates and opinions furnished to each of you pursuant to paragraphs (h), (i) and (j) below in connection with the preparation or filing of such amendment or supplement are reasonably satisfactory in all respects to each of you, upon the filing of such amendment or supplement with the Commission or effectiveness of an amendment to the Registration Statement you will resume the solicitation of offers to purchase Securities hereunder. Notwithstanding the foregoing, the provisions of this Section may be modified by the parties in any Terms Agreement or schedule thereto. (c) The Company will make generally available to its security holders and to you as soon as practicable an earnings statement covering a twelve-month period beginning after the date of the sale of any Exhibit 1.2 4 Securities hereunder which shall satisfy the provisions of Section 11(a) of the Act and the applicable rules and regulations thereunder. (d) The Company will furnish to you without charge a copy of the Registration Statement including exhibits and, if any of you so request, materials, if any, incorporated by reference therein and, during the period mentioned in Section 3(b) above, as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request. The terms "supplement" and "amendment" or "amend" as used in this Agreement shall include all documents filed by the Company with the Commission subsequent to the date of the Basic Prospectus, pursuant to the Exchange Act, which are deemed to be incorporated by reference in the Prospectus. (e) The Company will arrange to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as any of you shall reasonably request and to pay all expenses (including reasonable fees and disbursements of counsel) in connection with such qualification and in connection with the determination of the eligibility of the Securities for investment under the laws of such jurisdictions as any of you may designate; provided, however, that the Company shall not be obligated to enter into any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (f) The Company will pay all expenses incident to the performance of its obligations under this Agreement, including: (i) the preparation and filing of the Registration Statement and all amendments thereto, (ii) the preparation, issuance and delivery of the Securities, (iii) the fees and disbursements of the Company's accountants and of the Trustee and its counsel, (iv) the reasonable fees and disbursements of your counsel in connection with the preparation of this Agreement and the prospectus supplement relating to the Securities, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e), including filing fees and the reasonable fees and disbursements to counsel in connection therewith and in connection with the preparation of any Blue Sky Memorandum and any Legal Investment Memorandum, (vi) the printing and delivery to you in quantities as hereinabove stated of copies of the Registration Statement and all amendments or supplements thereto, (vii) the printing and delivery to you of copies of the Indenture and any Blue Sky Memorandum and Legal Investment Memorandum, (viii) any fees charged by rating agencies for the rating of the Securities, (ix) any advertising expenses incurred with the approval of the Company and (x) the fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc. (g) Each acceptance by the Company of an offer for the purchase of Securities and each sale of Securities to any of you pursuant to a Terms Agreement shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to any of you pursuant hereto are true and correct in all material respects at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct in all material respects at the time of delivery to the purchaser or his agent, or to each of you of the Securities relating to such acceptance or sale, as the case may be, as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement and the Basic Prospectus as amended and supplemented to each such time). (h) Each time the Registration Statement or the Basic Prospectus is amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates or maturities offered on the Securities, for a change deemed immaterial in your reasonable opinion or for the terms of securities not being offered by you), or if so indicated in the applicable Terms Agreement, each time the Company sells Securities to any of you pursuant to a Terms Agreement, the Company will deliver or cause to be delivered forthwith to the applicable Agent a certificate of the Company signed by the Chairman of the Board, the President, the Vice Chairman of the Board, the Treasurer, any Assistant Treasurer or any Vice President, dated the date of the effectiveness of such amendment or the date of filing of such Exhibit 1.2 5 supplement, or the date of such sale, as the case may be, in form reasonably satisfactory to the applicable Agent, to the effect that the statements of the Company contained in the certificate referred to in Section 4(c) which was last furnished to such Agent (either pursuant to Section 4(c) or pursuant to this Section 3(h)), are true and correct as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 4(c) relating to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate. (i) Each time the Registration Statement or the Basic Prospectus is amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates or maturities offered on the Securities, for a change deemed immaterial in your reasonable opinion or for the terms of securities not being offered by you), if in your reasonable judgment the information contained in the amendment or supplement is of such a nature that opinions of counsel should be furnished, or if so indicated in the applicable Terms Agreement, each time the Company sells Securities to any of you pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the applicable Agent a written opinion of counsel for the Company. Any such opinion shall be dated the date of the effectiveness of such amendment or the date of filing of such supplement, or the date of such sale, as the case may be, in a form satisfactory to such Agent and shall be of the same tenor as the opinion referred to in Section 4(b)(i) but modified to relate to the Registration Statement and the Basic Prospectus as amended and supplemented to the time of delivery of such opinions. In lieu of any opinion, counsel last furnishing such an opinion to such Agent may furnish to such Agent a letter to the effect as though it were dated the date of such letter authorizing reliance on such last opinion (except that statements in such last opinion will be deemed to relate to the Registration Statement and the Basic Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (j) Each time the Registration Statement or the Basic Prospectus is amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates or maturities offered on the Securities, for a change deemed immaterial in your reasonable opinion or for the terms of securities not being offered by you), or to set forth amended or supplemental financial information which is included or incorporated by reference in the Registration Statement or the Basic Prospectus, or if so indicated in the applicable Terms Agreement, each time the Company sells Securities to any of you pursuant to a Terms Agreement, any of you may request in writing that the Company cause its independent public accountants forthwith to furnish such Agent with a letter, dated the date of the effectiveness of such amendment or the date of filing of such supplement, or the date of such sale, as the case may be, in a form reasonably satisfactory to such Agent, of the same tenor as the letter referred to in Section 4(d), with regard to the amended or supplemental financial information included or incorporated by reference in the Registration Statement and the Prospectus, as amended or supplemented to the date of such letter. If the Company elects not to furnish the requesting Agent with such a letter, such Agent shall have no further obligation to purchase, or to solicit offers to purchase, Securities pursuant to this Agreement or any Terms Agreement. (k) Between the date of any Terms Agreement and the Settlement Date with respect to such Terms Agreement, the Company will not, without the prior consent of the Agent or Agents who are parties to such Terms Agreement, offer, sell, contract to sell or otherwise dispose of any debt securities of the Company substantially similar to the Securities (other than (i) the Securities that are to be sold pursuant to such Terms Agreement or any other Terms Agreement under this Distribution Agreement, (ii) debt securities issued for consideration other than cash and (iii) commercial paper in the ordinary course of business), except as may otherwise be provided in any such Terms Agreement. (l) The Company will not issue any Securities except as have been duly authorized by all necessary corporate action on the part of the Company. Exhibit 1.2 6 4. CONDITIONS OF THE OBLIGATIONS OF THE AGENT. Your obligations to solicit offers to purchase the Securities as Agent of the Company and to purchase Securities pursuant to any Terms Agreement will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of the Company's officers made in each certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (a) no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall have been instituted or threatened, and there shall have been no material adverse change in the condition of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement or the Prospectus as amended or supplemented to such date. (b) At the Closing Date, each of you shall have received, and at each Settlement Date with respect to any applicable Terms Agreement, if called for by such Terms Agreement, each of you who is a party to the Terms Agreement shall have received: (i) an opinion of the General Counsel or Associate General Counsel of the Company and of Bryan Cave LLP, each dated as of such date, substantially in the forms heretofore delivered to each of you; and (ii) the opinion, dated as of such date, of your counsel, in form reasonably satisfactory to each of you. (c) On the Closing Date, the Company shall have furnished to each of you and at each Settlement Date with respect to any Terms Agreement, the Company shall have furnished to the applicable Agent a certificate of the Company, signed by the Chairman of the Board, the President, the Vice Chairman of the Board, the Treasurer, any Assistant Treasurer, or any Vice President, dated as of the Closing Date or such Settlement Date, to the effect that the signer of such certificate has examined the Registration Statement, the Basic Prospectus, any Prospectus Supplement and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the date of such certificate, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the date of such certificate; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; and (iii) since the date of the most recent financial statements included or incorporated by reference in the Prospectus, as amended or supplemented, there has been no material adverse change in the condition of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement and the Prospectus as amended or supplemented. (d) On the Closing Date the Company's independent public accountants shall have furnished to each of you and at each Settlement Date with respect to any Terms Agreement, if called for by such Terms Agreement, the Company's independent public accountants shall have furnished to the applicable Agent a letter or letters, dated as of the Closing Date or such Settlement Date, in form and substance reasonably satisfactory to you confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, and containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus. Exhibit 1.2 7 (e) On the Closing Date, and at each Settlement Date with respect to any Terms Agreement, the Company shall have furnished to each of you such appropriate further information, certificates and documents as each of you may reasonably request. 5. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to indemnify and hold harmless each of you and each person, if any, who controls any of you within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilities (including the reasonable fees and expenses of counsel in connection with any governmental or regulatory investigation or proceeding) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof or the Prospectus (if used within the period set forth in paragraph (b) of Section 3 hereof and as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability is caused by any such untrue statement or alleged untrue statement or omission or alleged omission made therein based upon information furnished in writing to the Company by any of you specifically for use in connection with the preparation thereof. (b) Each Agent agrees severally to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and any person controlling the Company to the same extent as the foregoing indemnity from the Company to each of you, but only with reference to information relating to such Agent furnished in writing by such Agent expressly for use in the Registration Statement or the Prospectus. (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either paragraph (a) or (b) above, such person (the "indemnified party") shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such reasonable fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by you in the case of parties indemnified pursuant to paragraph (b) above and by the Company in the case of parties indemnified pursuant to paragraph (a) above. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) If the indemnification provided for in this Section 5 is unavailable to an indemnified party under paragraph (a) or (b) hereof or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall Exhibit 1.2 8 contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and each of you on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and each of you on the other hand in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and each of you on the other hand in connection with the offering of the Securities shall be deemed to be in the same proportion as the total net proceeds from the offering of such Securities (before deducting expenses) received by the Company bear to the total commissions received by each of you in respect thereof. The relative fault of the Company on the one hand and each of you on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by any of you and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (e) The Company and each of you agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or by any other method of allocation which does not take account of the considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5, none of you shall be required to contribute any amount in excess of the amount by which the total price at which the Securities offered and sold to the public through you exceeds the amount of any damages which you have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. 6. POSITION OF THE AGENT. In soliciting offers to purchase the Securities, each of you is acting solely as agent for the Company, and not as principal. Each of you shall use your reasonable best efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Securities has been solicited by each of you and accepted by the Company, but none of you shall have any liability to the Company in the event any such purchase is not consummated for any reason. 7. TERMINATION. This Agreement may be terminated at any time either by the Company or by any Agent with respect to such Agreement upon the giving of written notice of such termination to the other parties hereto. Any Terms Agreement may be terminated, immediately upon notice to the Company, at any time prior to the Settlement Date relating to a Terms Agreement (i) if, after the date of execution of the Terms Agreement, there has been, since the respective dates as of which information is given in the Registration Statement, as amended, any material adverse change or any development that would reasonably be expected to result in a material adverse change in the condition of the Company and its subsidiaries, taken as a whole, or (ii) if, after the date of execution of the Terms Agreement, there has occurred any outbreak or escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in your judgment, impracticable to market the Securities, or (iii) if trading generally on the New York Stock Exchange has been suspended or materially limited or a general moratorium on commercial banking activities has been declared by either Federal or New York State authorities. In the event of termination of this Agreement or any Terms Agreement, no party shall have any liability to the other parties hereto, except as provided in Sections 2(a), 3(b), 3(c), 3(f), Exhibit 1.2 9 5 and 6 and except that, if at the time of termination an offer to purchase any of the Securities has been accepted by the Company but the time of delivery to the purchaser or its agent of the Security or Securities relating thereto has not occurred, the Company's obligations provided in Sections 2(b), 2(c), 3(a), 3(g) through 3(k) and 4 shall not be terminated. 8. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and each of you set forth in or made pursuant to this Agreement or any Terms Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any of you or the Company or any of the officers, directors or controlling persons referred to in Section 5 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 2(a), 3(f), 5 and 6 hereof shall survive the termination or cancellation of this Agreement or any Terms Agreement. 9. NOTICES. All communications hereunder will be in writing and effective only on receipt, and, if sent to any of you, will be mailed, delivered, sent via telex or facsimile transmission or telegraphed and confirmed at the following addresses: or, if sent to the Company, will be mailed, delivered, sent via facsimile transmission (314-577-9017) or telegraphed and confirmed to it at One Busch Place, St. Louis, Missouri 63118, Attention: Treasurer; with copies to the Secretary and to the General Counsel at the same address. Such addresses for notices may be changed by any party by written notice to the others as aforesaid. 10. SUCCESSORS. This Agreement and any Terms Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 5 hereof, and no other person will have any right or obligation hereunder. 11. APPLICABLE LAW. This Agreement will be governed by and construed in accordance with the laws of the State of New York. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and each of you. Very truly yours, ANHEUSER-BUSCH COMPANIES, INC. By: ------------------------------------- Title: ---------------------------------- The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [AGENT(S)] By: ------------------------------------- Title: ---------------------------------- Exhibit 1.2 10 SCHEDULE A MATURITY RANGE FEE Maturity Range Fee - ------------------------------------------------------------------------- ----- 9 months to less than 1 year ............................................ .125% 1 year to less than 18 months ........................................... .150% 18 months to less than 2 years .......................................... .200% 2 years to less than 3 years ............................................ .250% 3 years to less than 4 years ............................................ .350% 4 years to less than 5 years ............................................ .450% 5 years to less than 6 years ............................................ .500% 6 years to less than 7 years ............................................ .550% 7 years to less than 10 years ........................................... .600% 10 years to less than 15 years .......................................... .625% 15 years to less than 20 years .......................................... .650% 20 years to 30 years .................................................... .750% With respect to Notes having a maturity in excess of 30 years, such other fee as shall be agreed upon by the Company and the Agent at the time of the sale. Exhibit 1.2 11 EXHIBIT A TO DISTRIBUTION AGREEMENT [TITLE OF SECURITIES] TERMS AGREEMENT [DATE] [Underwriter/Distribution Agent] Dear Sirs: Anheuser-Busch Companies, Inc. (the "Company") proposes, subject to the terms and conditions stated herein and in the Distribution Agreement, dated _______________ (the "Distribution Agreement"), between the Company and the Agents named therein to issue and sell to you, as principal, the securities specified in the Schedule hereto (the "Purchased Securities"). Each of the provisions of the Distribution Agreement is incorporated herein by reference in its entirety (except as otherwise provided in the Schedule hereto), and shall be deemed to be part of this Agreement to the same extent as if such provisions had been set forth in full herein. Capitalized terms not defined herein shall have the meanings set forth in the Distribution Agreement. Nothing contained herein shall make you an agent of the Company. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement, except that each representation and warranty with respect to the Prospectus in Section 1 of the Distribution Agreement shall be deemed to be a representation and warranty as of the date of the Distribution Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Terms Agreement in relation to the Prospectus Supplement (as defined in the Distribution Agreement) which relates to the Purchased Securities. A Prospectus Supplement relating to the Purchased Securities, in the form heretofore delivered to you, is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Distribution Agreement incorporated herein by reference, the Company agrees to issue and sell to you and you agree to purchase from the Company the Purchased Securities, at the time and place and in the principal amount set forth in the Schedule hereto. [procedures for payment and purchase] Between the date of this Terms Agreement and the Settlement Date hereunder, the Company will not, without your prior consent, offer, sell, contract to sell or otherwise dispose of any debt securities of the Company substantially similar to the Purchased Securities other than (i) securities of the Company that are to be sold pursuant to this or any other Terms Agreement under the Distribution Agreement, (ii) debt securities issued for consideration other than cash and (iii) commercial paper in the ordinary course of business. Exhibit 1.2 12 If the foregoing is in accordance with your understanding, please sign and return to us three counterparts hereof, and upon acceptance hereof by you of this letter and such acceptance hereof, including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between you and the Company. This Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted. ANHEUSER-BUSCH COMPANIES, INC. By: ------------------------------------- Authorized Officer Accepted: [UNDERWRITER/DISTRIBUTION AGENT] By: ------------------------------------ Title: --------------------------------- Exhibit 1.2 13 [Schedule to Terms Agreement] TITLE OF PURCHASED SECURITIES: AGGREGATE PRINCIPAL AMOUNT: DENOMINATIONS: PRICE TO PUBLIC: PURCHASE PRICE: SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: MATURITY: INTEREST RATE: INTEREST PAYMENT DATES: INITIAL REDEMPTION PERCENTAGE: ANNUAL REDEMPTION PERCENTAGE REDUCTION: TIME OF DELIVERY: CLOSING LOCATION: CLOSING DOCUMENTS: Exhibit 1.2 14 EX-4.3 4 FORM OF DEBT SECURITY EXHIBIT 4.3 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Number $ ---- --------------- CUSIP ----------- [title of Security] Rate of Interest Maturity Date Original Issue Date - ------------------------- ------------------------- -------------------------- % - ------------------------ ------------------------- -------------------------- ANHEUSER-BUSCH COMPANIES, INC., a Delaware corporation (hereinafter called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the sum of _______________________ Dollars on the Maturity Date shown above, and to pay interest thereon, at the annual rate of interest shown above, from the Original Issue Date shown above or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, payable semi-annually on ___________ and ____________ of each year and at maturity (an "Interest Payment Date"), commencing on the first such date after the Original Issue Date, except that if the Original Issue Date is on or after a Regular Record Date (which term, as well as all other capitalized terms used herein, shall have the meanings assigned in the Indenture referred to on the reverse hereof unless otherwise indicated) but before the next Interest Payment Date, interest payments will commence on the second Interest Payment Date following the Original Issue Date. The interest payable hereon, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in said Indenture, be paid to the Person in whose name this [name of Security] (or one or more Predecessor [name of Series]) is registered at the close of business on the Regular Record Date for such interest, which shall be the fifteenth day (whether or not a Business Day) of the calendar month next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date, and may be paid to the Person in whose name this [name of Security] (or one or more Predecessor [name of Series]) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of [name of Series] not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the [name of Series] may be listed, and upon such notice as may be required by such exchange, all as more fully provided in such Indenture. Payment of the principal of (and premium, if any) and interest on this [name of Security] will be made at the office or agency of the Company maintained for that purpose in The Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest, other than interest due on Exhibit 4.3 1 a Maturity Date, may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register. This [name of Security] is one of a duly authorized issue of [name of Series] of the Company designated as its [title of Series] (herein called the "[name of Series]"), issued and to be issued under an indenture dated as of _________________ (herein called the "Indenture"), between the Company and _______________________, as Trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture), and under an Authorizing Resolution delivered to the Trustee by the Company with respect to the issuance of the [name of Series], to which Indenture, Authorizing Resolution and all indentures supplemental thereto reference is hereby made for the definition of certain terms used herein, for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the [name of Series], and for the terms upon which the [name of Series] are, and are to be, authenticated and delivered. This [name of Security] is one of a series of securities issued or to be issued by the Company under the Indenture, limited (except as otherwise provided in the Indenture) in aggregate principal amount to $_______________. The Indenture provides that the Securities of the Company referred to therein ("Securities"), including the [name of Series], may be issued in one or more Series, each of which may consist of one or more Issues, which different Series and Issues may be issued in such principal amounts and on such terms (including, but not limited to, terms relating to interest rate or rates, provisions for determining such interest rate or rates and adjustments thereto, maturity, redemption (optional and mandatory), sinking fund, covenants and Events of Default) as may be provided in or pursuant to the Authorizing Resolutions (as defined in the Indenture) relating to the several Series. [The following to be included if the Securities are not redeemable prior to maturity.] This [name of Security] may not be redeemed prior to its Maturity Date. [The following paragraph, or other appropriate redemption provisions, to be included if the Securities are Redeemable Securities:] The [name of Series] are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, [the following clause to be included if there is a Sinking Fund:] [(1) on [annual Sinking Fund Redemption Date] in each year commencing with the year [year of first Sinking Fund payment] through operation of the Sinking Fund at a Redemption Price equal to their principal amount and (2)] [at any time] in whole or in part, at the election of the Company at a Redemption Price equal to the percentage set forth below of the principal amount to be redeemed for the respective twelve-month periods beginning [__________] of the years indicated: [Schedule of Redemption Prices] and thereafter at 100% of the principal amount thereof, together in each case with accrued interest to the Redemption Date. [The following paragraph, or other appropriate Sinking Fund provision, to be included if there is a Sinking Fund for the Series:] The Sinking Fund provides for the redemption on [first Sinking Fund Redemption Date] and on [annual Sinking Fund Redemption Date] in each year thereafter through [year of final Sinking Fund date] of not less than [minimum required Sinking Fund redemption amount] principal amount nor more than [maximum permitted Sinking Fund redemption amount] principal amount of [name of Series]. [name of Series] purchased, acquired or redeemed by the Company otherwise than by redemption through the Sinking Fund may be credited against subsequent Sinking Fund requirements. [The following paragraph to be included if the Securities are Redeemable Securities or Sinking Fund Securities:] Exhibit 4.3 2 In the event of redemption of this [name of Security] in part only, a new [name of Security] or [name of Series] for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If an Event of Default, as defined in the Indenture and in the Authorizing Resolution, shall occur and be continuing, the principal of all the [name of Series] may be declared due and payable in the manner and with the effect provided in the Indenture. If at any time the Depositary for this [name of Security] notifies the Company that it is unwilling or unable to continue as Depositary for this [name of Security] or if at any time the Depositary shall no longer be eligible under the Indenture with respect to this [name of Security], if a successor Depositary eligible under the Indenture for this [name of Security] is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election that the [name of Series] of this Issue be represented by a Global Security shall no longer be effective with respect to this [name of Security], and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of definitive [name of Series] shall authenticate and deliver, [name of Series] in definitive form in an aggregate principal amount equal to the principal amount of this [name of Security] in exchange for this [name of Security]. The Company may at any time and in its sole discretion determine that the Securities of this Series shall no longer be represented by Global Securities. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate and deliver, Securities of this Series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing this Series in exchange for such Global Security or Securities. No Holder of any Securities shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy under the Indenture, unless (1) the Trustee shall have received written notice from such Holder of a continuing Event of Default in respect of such Securities; (2) the Trustee shall have received a written request from the Holders of not less than 25% in principal amount of the Outstanding Securities of the Issue or Series in respect of which the Event of Default has occurred to institute proceedings in respect of such Event of Default in its own name as trustee under the Indenture; (3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60 day period by the Holders of a majority in principal amount of the Outstanding Securities of such Series or Issue. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the [name of Series] under the Indenture at any time by the Company with the consent of the Holders of a majority in aggregate principal amount of the Securities affected thereby, voting as a single class (which may include the [name of Series]), at the time Outstanding, as defined in the Indenture. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this [name of Security] shall be conclusive and binding upon such Holder and upon all future Holders of this [name of Security] and of any [name of Security] issued on transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this [name of Security]. No reference herein to the Indenture and no provision of this [name of Security] or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this [name of Security] at the times, place, and rate, and in the currency, herein prescribed. Exhibit 4.3 3 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this [name of Security] is registrable on the Security Register of the Company, upon surrender of this [name of Security] for registration of transfer at the office or agency of the Company provided for that purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new [name of Series], of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Notwithstanding any other provision of this [name of Security], unless and until this [name of Security] is exchanged in whole or in part for [name of Series] in definitive form, this [name of Security] may not be transferred except as a whole by the Depositary for this [name of Security] to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for this [name of Security] or a nominee of such successor Depositary. The [name of Series] are issuable only as registered [name of Series] without coupons in denominations of $100,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, [name of Series] are exchangeable for a like aggregate principal amount of [name of Series] of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment for registration of transfer of this [name of Security], the Company, the Trustee and any agent of the Company may treat the Person in whose name this [name of Security] is registered as the owner hereof for all purposes whether or not this [name of Security] be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse shall be had for the payment of the principal of (or premium, if any) or the interest on this [name of Security], or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. Anheuser-Busch, Incorporated ("ABI"), a Missouri corporation which is a wholly-owned subsidiary of the Company, pursuant to a Supplemental Agreement relating to the [name of Series], is jointly and severally liable with the Company for payment of the principal of (and premium, if any) and interest on the [name of Series] when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of the [name of Series] and of the Indenture, but subject to the limitations set forth in such Supplemental Agreement, which permits the Company to elect to terminate such liability of ABI on the terms provided therein. Exhibit 4.3 4 Unless the certificate of authentication hereon has been executed by _________________, the Trustee under the Indenture, or its successor thereunder, or by another Authenticating Agent appointed pursuant to the Indenture, by the manual signature of one of its authorized officers, this [name of Security] shall not be entitled to any benefit under the Indenture, nor be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. DATED: ANHEUSER-BUSCH COMPANIES, INC. ------------------ TRUSTEE'S CERTIFICATE OF AUTHENTICATION By -------------------------------------- [Title] This is one of the [name of Series] referred to in the within-mentioned Indenture. ATTEST: , AS TRUSTEE - ------------------------ ---------------------------------------- Vice President and Secretary By: --------------------------------- Authorized Officer Exhibit 4.3 5 EX-4.4 5 FORM OF MEDIUM-TERM NOTE EXHIBIT 4.4 ANHEUSER-BUSCH COMPANIES, INC. Fixed Rate Medium-Term Note UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. REGISTERED NO. PRINCIPAL AMOUNT: CUSIP: Original Issue Date: Interest Rate Per Annum: Maturity Date: Initial Redemption Date: Initial Redemption Annual Redemption Percentage: Percentage Reduction: Holder's Optional Repayment Date(s): ANHEUSER-BUSCH COMPANIES, INC., a Delaware corporation (hereinafter called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the sum of $_______________ on the Maturity Date shown above (the "Maturity Date") (except to the extent redeemed or repaid prior to the Maturity Date), and to pay interest thereon at the rate per annum shown above (computed on the basis of a 360-day year of twelve 30 day months) from the Original Issue Date shown above (the "Original Issue Date") or from the most recent date to which interest has been paid, semiannually on _________ and _____________ of each year (an "Interest Payment Date"), commencing on the first such date after the Original Issue Date, except that if the Original Issue Date is on or after a Regular Record Date (for purposes of this Note, the Regular Record Date for any Interest Payment Date shall be the ___________ or ______________, respectively, immediately preceding such Interest Payment Date, whether or not such date is a Business Day; all other capitalized terms used herein shall have the meanings assigned in the Indenture referred to hereafter unless otherwise indicated herein) but before or on the next Interest Payment Date, in which case interest payments will commence on the next succeeding Interest Payment Date following the Original Issue Date, and on the Maturity Date or, if earlier, on any Redemption Date as defined hereafter or any Holder's Optional Repayment Date shown above (an "Optional Repayment Date"). Exhibit 4.4 1 The interest payable hereon, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in said Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date, and may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in such Indenture. Payment of the principal of (and premium, if any) and interest on this Note will be made at the office or agency of the Company maintained for that purpose in The Borough of Manhattan, The City of New York, in United States dollars; provided, however, that payment of interest, other than interest due on a Maturity Date, may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register. Payments on the Maturity Date will be made in immediately available funds against presentment of this Note. This Note is one of a duly authorized issue of Notes of the Company designated as the Medium-Term Notes (herein called the "Notes"), issued and to be issued under an indenture dated as of ______________ (herein called the "Indenture"), between the Company and ______________, as trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and under Authorizing Resolutions relating to the Notes which have been and which may hereafter be delivered to the Trustee by the Company pursuant to the Indenture, to which Indenture, Authorizing Resolutions and all indentures supplemental thereto reference is hereby made for the definition of certain terms used herein, for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Notes, and for the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of a series of securities issued or to be issued by the Company under the Indenture, limited in aggregate principal amount to $________________. The Indenture provides that the Securities of the Company referred to therein ("Securities"), including the Notes, may be issued in one or more Series, each of which may consist of one or more Issues, which different Series and Issues may be issued in such principal amounts and on such terms (including, but not limited to, terms relating to interest rate or rates, provisions for determining such interest rate or rates and adjustments thereto, maturity, redemption (optional and mandatory), covenants and Events of Default) as may be provided in or pursuant to the Authorizing Resolutions relating to the several Series. The Notes will not have a sinking fund. This Note may be subject to repayment at the option of the Holder on the Optional Repayment Date(s), if any, indicated on the face hereof. If no such date is set forth on the face hereof, this Note may not be so repaid at the option of the Holder hereof prior to maturity. On each Optional Repayment Date, if any, this Note shall be repayable in whole or in part in increments of $1,000 (provided that any remaining principal hereof shall be at least $1,000) at the option of the Holder hereof at a repayment price equal to 100% of the principal amount to be repaid, together with interest thereon payable to the date of repayment. For this Note to be repaid in whole or in part at the option of the Holder hereof, this Note must be received, with the form entitled "Option to Elect Repayment" below duly completed, by the Trustee at ___________________________ or such address which the Company shall from time to time notify the Holders of the Notes not more than 60 nor less than 20 days prior to an Optional Repayment Date, if any. Exercise of such repayment option by the Holder hereof shall be irrevocable. If so provided on the face of this Note, this Note may be redeemed by the Company on any date on and after the Initial Redemption Date, if any, indicated on the face hereof (the "Redemption Date"). If no Initial Redemption Date is set forth on the face hereof, this Note may not be redeemed prior to maturity. On and Exhibit 4.4 2 after the Initial Redemption Date, if any, this Note may be redeemed on any Interest Payment Date in whole but not in part in increments of $1,000 (provided that any remaining principal hereof shall be at least $1,000) at the option of the Company at the applicable Redemption Price (as defined below) together with interest thereon payable to the Redemption Date, on notice given not more than 60 nor less than 30 days prior to the Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. The "Redemption Price" shall initially be the Initial Redemption Percentage, if any, shown on the face hereof, of the principal amount of this Note to be redeemed and shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if any, shown on the face hereof, of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount. If an Event of Default, as defined in the Indenture, shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. If at any time the Depositary for this Note notifies the Company that it is unwilling or unable to continue as Depositary for this Note or if at any time the Depositary shall no longer be eligible under the Indenture with respect to this Note, if a successor Depositary eligible under the Indenture for this Note is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election that the Notes of this Issue be represented by a Global Security shall no longer be effective with respect to this Note, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of definitive Notes shall authenticate and deliver, Notes in definitive form in an aggregate principal amount equal to the principal amount of this Note in exchange for this Note. The Company may at any time and in its sole discretion determine that the Securities of this Issue shall no longer be represented by Global Securities. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate and deliver, Securities of this Issue in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing this Issue in exchange for such Global Security or Securities. No Holder of any Notes shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy under the Indenture, unless (1) the Trustee shall have received written notice from such Holder of a continuing Event of Default in respect of such Notes; (2) the Trustee shall have received a written request from the Holders of not less than 25% in principal amount of the Outstanding Securities of the Issue or Series in respect of which the Event of Default has occurred to institute proceedings in respect of such Event of Default in its own name as trustee under the Indenture; (3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60 day period by the Holders of a majority in principal amount of the Outstanding Securities of such Series or Issue. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities affected thereby, voting as a single class (which may include the Notes), at the time Outstanding, as defined in the Indenture. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding of all Series affected thereby to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Exhibit 4.4 3 Holders of this Note and of any Note issued on transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place, and rate, and in the currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable on the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company provided for that purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. NOTWITHSTANDING ANY OTHER PROVISION OF THIS NOTE, UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE REGISTERED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY FOR THIS NOTE TO A NOMINEE OF SUCH DEPOSITARY OR BY A NOMINEE OF SUCH DEPOSITARY TO SUCH DEPOSITARY OR ANOTHER NOMINEE OF SUCH DEPOSITARY OR BY SUCH DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY FOR THIS NOTE OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. The Notes are issuable only as registered Notes without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company may treat the Person in whose name this Note is registered as the owner hereof for all purposes whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Unless the certificate of authentication hereon has been executed by ____________, the Trustee under the Indenture, or its successor thereunder, or by another Authenticating Agent appointed pursuant to the Indenture, by the manual signature of one of its authorized signatories, this Note shall not be entitled to any benefit under the Indenture, nor be valid or obligatory for any purpose. Exhibit 4.4 4 Anheuser-Busch, Incorporated, a Missouri corporation which is a wholly-owned subsidiary of the Company ("ABI"), pursuant to a Supplemental Agreement relating to the Notes, is jointly and severally liable with the Company for payment of the principal of, premium, if any, and interest on the Notes when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of the Notes and of the Indenture, but subject to the limitations set forth in such Supplemental Agreement, which permits the Company to elect to terminate such liability of ABI on the terms provided therein. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. DATED: ANHEUSER-BUSCH COMPANIES, INC. By: ----------------------------------- ATTEST: - ------------------------------------ CERTIFICATE OF AUTHENTICATION This is one of the Notes referred to in the within-mentioned Indenture. , as Trustee ---------------------------- By: ----------------------------------- Authorized Officer Exhibit 4.4 5 EX-5 6 OPINION AND CONSENT OF COUNSEL EXHIBIT 5 BRYAN CAVE LLP ONE METROPOLITAN SQUARE 211 NORTH BROADWAY, SUITE 3600 ST. LOUIS, MISSOURI 63102-2750 (314) 259-2000 FACSIMILE: (314) 259-2020 July 17, 1997 Anheuser-Busch Companies, Inc. One Busch Place St. Louis, Missouri 63118 Re: Registration Statement on Form S-3 Relating to $700,000,000 Principal Amount of Debt Securities Gentlemen: Anheuser-Busch Companies, Inc. (the "Company") proposes to file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, a Registration Statement on Form S-3 (the "Registration Statement") relating to the proposed issuance from time to time by the Company of its debt securities (the "Debt Securities") in aggregate principal amount of up to $700,000,000. The Debt Securities would be issued from time to time in one or more series (a "Series") under one or more Indentures (the "Indenture"), between the Company and The Chase Manhattan Bank, as trustee, or another trustee (the "Trustee"), the forms of which are exhibits to the Registration Statement. To enable us to render the opinion set forth below, we have examined corporate records of the Company and such other documents and materials as we have considered relevant, and have made such investigation of matters of law and of fact as we have considered appropriate. Based on the foregoing, we are of the opinion that: 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power to execute and deliver the Debt Securities. 2. The execution and delivery of the Indenture has been duly authorized by all requisite action on the part of the Company. Upon execution and delivery of the Indenture by the Company, and compliance with the procedures specified in the Indenture relating thereto, the issuance of the Debt Securities of the several Series will be duly authorized. When the Debt Securities of the several Series have been so authorized and executed by the Company, authenticated by the Trustee and delivered against payment therefor, the Debt Securities of such Series will constitute the valid and binding obligations of the Company, enforceable against it in accordance with their terms, except as such enforceability may be limited by bankruptcy and other laws affecting creditors' rights generally as in effect from time to time, and except that the availability of certain equitable remedies may be limited by generally applicable equitable principles. We consent to the filing of this opinion as an exhibit to the Registration Statement, and we consent to the use of our name in the Registration Statement and the related Prospectus. Very truly yours, BRYAN CAVE LLP Exhibit 5 EX-12 7 STATEMENT RE COMPUTATION OF RATIO EXHIBIT 12 CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth the ratio for the Company's earnings to fixed charges, on a consolidated basis, for the periods indicated: Three Months Ended March 31, Year Ended December 31, --------------- ------------------------------------------- 1997 1996 1996 1995 1994 1993 1992 ------ ------- ------- ------- ------- ------- ------- 7.5x 7.8x(1) 8.1x(2) 6.6x(3) 7.7x 5.8x(4) 7.7x For purposes of this ratio, earnings have been calculated by adding to income before income taxes the amount of fixed charges. Fixed charges consist of interest on all indebtedness, amortization of debt discount and expense and that portion of rental expense deemed to represent interest. (1) The ratio includes the gain from the sale of the Cardinals which increased income before income taxes by $54.7 million. Excluding this one-time gain, the ratio would have been 7.0x. (2) The ratio includes the gain from the sale of the Cardinals which increased income before income taxes by $54.7 million. Excluding this one-time gain, the ratio would have been 7.9x. (3) The ratio includes the impact of the Tampa brewery shutdown and the reduction of wholesaler inventories. Excluding these non-recurring items, the ratio would have been 7.6x. (4) The ratio includes the impact of the Company's restructuring charge which decreased income before income taxes by $401.3 million. Excluding this one-time charge, the ratio would have been 7.5x. Exhibit 12 EX-23 8 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our report dated February 3, 1997, which appears on page 77 of the 1996 Annual Report to Shareholders of Anheuser-Busch Companies, Inc., which is incorporated by reference in the Annual Report on Form 10-K of Anheuser-Busch Companies, Inc. for the year ended December 31, 1996. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page F-2 of such Annual Report on Form 10-K. We also consent to the reference to us under the heading "Experts" in such Prospectus. PRICE WATERHOUSE LLP St. Louis, Missouri July 16, 1997 Exhibit 23 EX-24.1 9 POWERS OF ATTORNEY 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, JoBeth G. Brown and William J. Kimmins, Jr., 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) amendments to the existing Registration Statement on Form S-3 (Registration Statement No. 333-11929) relating to the debt securities of the Company; this authorization to include the authority to sign the name of each of the undersigned in the capacities indicated below to the said amendments and (ii) proposed registration under said Act pursuant to a Registration Statement on Form S-3 of the debt securities of the Company in a principal amount of $700,000,000; 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 said securities, and to any amendments to said proposed Registration Statement. IN WITNESS WHEREOF, each of the undersigned has executed a copy of this Power of Attorney as of June 25, 1997. AUGUST A. BUSCH III W. RANDOLPH BAKER - --------------------------------------- --------------------------------------- August A. Busch III W. Randolph Baker Chairman of the Board Vice President and and Chief Executive Officer Chief Financial Officer (Principal Executive Officer) (Principal Financial Officer) JOHN F. KELLY CARLOS FERNANDEZ G. - --------------------------------------- --------------------------------------- John F. Kelly Carlos Fernandez G. Vice President and Controller Director (Principal Accounting Officer) BERNARD A. EDISON JOHN E. JACOB - --------------------------------------- --------------------------------------- Bernard A. Edison John E. Jacob Director Director PETER M. FLANIGAN VERNON R. LOUCKS, JR. - --------------------------------------- --------------------------------------- Peter M. Flanigan Vernon R. Loucks, Jr. Director Director CHARLES F. KNIGHT SYBIL C. MOBLEY - --------------------------------------- --------------------------------------- Charles F. Knight Sybil C. Mobley Director Director VILMA S. MARTINEZ WILLIAM P. PAYNE - --------------------------------------- --------------------------------------- Vilma S. Martinez William P. Payne Director Director JAMES B. ORTHWEIN ANDREW C. TAYLOR - --------------------------------------- --------------------------------------- James B. Orthwein Andrew C. Taylor Director Director DOUGLAS A. WARNER III WILLIAM H. WEBSTER - --------------------------------------- --------------------------------------- Douglas A. Warner III William H. Webster Director Director EDWARD E. WHITACRE, JR. --------------------------------------- Edward E. Whitacre, Jr. Director Exhibit 24.1 EX-24.2 10 POWERS OF ATTORNEY EXHIBIT 24.2 ANHEUSER-BUSCH, INCORPORATED POWER OF ATTORNEY Each of the undersigned directors and officers of Anheuser-Busch, Incorporated, a Missouri corporation (the "Company"), hereby appoints August A. Busch III, W. Randolph Baker, JoBeth G. Brown and William J. Kimmins, 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) amendments to the existing Registration Statement on Form S-3 (Registration No. 333-11929) relating to the debt securities of Anheuser-Busch Companies, Inc.; this authorization to include the authority to sign the name of each of the undersigned in the capacities indicated below to the said amendments; and (ii) proposed registration under said Act pursuant to a Registration Statement on Form S-3 of the debt securities of the Company in a principal amount of $700,000,000; 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 said securities, and to any amendments to said proposed Registration Statement. IN WITNESS WHEREOF, each of the undersigned has executed a copy of this Power of Attorney as of June 25, 1997. AUGUST A. BUSCH III GERALD C. THAYER - --------------------------------------- --------------------------------------- August A. Busch III Gerald C. Thayer Chairman of the Board Vice President - and Chief Executive Officer Finance and Information Systems (Principal Executive Officer) (Principal Financial Officer) JOHN F. KELLY W. RANDOLPH BAKER - --------------------------------------- --------------------------------------- John F. Kelly W. Randolph Baker Controller Director (Principal Accounting Officer) MICHAEL J. BROOKS AUGUST A. BUSCH IV - --------------------------------------- --------------------------------------- Michael J. Brooks August A. Busch IV Director Director JOSEPH L. GOLTZMAN - --------------------------------------- --------------------------------------- Marie C. Carroll Joseph L. Goltzman Director Director JAMES F. HOFFMEISTER - --------------------------------------- --------------------------------------- James F. Hoffmeister John E. Jacob Director Director STEPHEN K. LAMBRIGHT - --------------------------------------- --------------------------------------- Donald W. Kloth Stephen K. Lambright Director Director ALOYS H. LITTEKEN ELLIS W. MCCRACKEN, JR. - --------------------------------------- --------------------------------------- Aloys H. Litteken Ellis W. McCracken, Jr. Director Director DOUGLAS J. MUHLEMAN ANTHONY T. PONTURO - --------------------------------------- --------------------------------------- Douglas J. Muhleman Anthony T. Ponturo Director Director WILLIAM L. RAMMES JESUS RANGEL - --------------------------------------- --------------------------------------- William L. Rammes Jesus Rangel Director Director JOSEPH P. SELLINGER WAYMAN F. SMITH III - --------------------------------------- --------------------------------------- Joseph P. Sellinger Wayman F. Smith III Director Director PATRICK T. STOKES --------------------------------------- Patrick T. Stokes Director Exhibit 24.2 EX-25 11 FORM T-1 EXHIBIT 25 ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ---------------------------------------- THE CHASE MANHATTAN BANK (Exact name of trustee as specified in its charter) NEW YORK (State of incorporation if not a national bank) 13-4994650 (I.R.S. employer identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) --------------------------------------------- ANHEUSER-BUSCH COMPANIES, INC. (Exact name of obligor as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 43-1162835 (I.R.S. employer identification No.) ONE BUSCH PLACE ST. LOUIS, MO 63118 (Address of principal executive offices) (Zip Code) ANHEUSER-BUSCH, INCORPORATED (Exact name of co-obligor as specified in its charter) MISSOURI (State or other jurisdiction of incorporation or organization) 43-0161000 (I.R.S. employer identification No.) ONE BUSCH PLACE ST. LOUIS, MO 63118 (Address of principal executive offices) (Zip Code) --------------------------------------------- DEBT SECURITIES (Title of the indenture securities) --------------------------------------------- Exhibit 25 GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. Exhibit 25 -2- Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Articles of Association of the Trustee as now in effect, including the Organization Certificate and the Certificates of Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-06249, which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank). 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-06249, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank). 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, The Chase Manhattan Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 30TH day of JUNE, 1997. THE CHASE MANHATTAN BANK By /s/ Michael A. Smith ------------------------------------- Michael A. Smith Vice President Exhibit 25 - 3 - Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF The Chase Manhattan Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business March 31, 1997, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. Dollar Amounts in Millions ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin .......................................... $ 11,721 Interest-bearing balances .................................. 3,473 Securities: Held to maturity securities ......................................... 2,965 Available for sale securities ....................................... 35,903 Federal Funds sold and securities purchased under agreements to resell ....................................... 24,025 Loans and lease financing receivables: Loans and leases, net of unearned income ........... $123,957 Less: Allowance for loan and lease losses .......... 2,853 Less: Allocated transfer risk reserve .............. 13 -------- Loans and leases, net of unearned income, allowance, and reserve ..................................... 121,091 Trading Assets ...................................................... 54,340 Premises and fixed assets (including capitalized leases) .................................................... 2,875 Other real estate owned ............................................. 302 Investments in unconsolidated subsidiaries and associated companies ....................................... 139 Customers' liability to this bank on acceptances outstanding ................................................ 2,270 Intangible assets ................................................... 1,535 Other assets ........................................................ 10,283 TOTAL ASSETS ........................................................ $270,922 ======== Exhibit 25 - 4 - LIABILITIES Deposits In domestic offices ........................................... $ 84,776 Noninterest-bearing ................................ $ 32,492 Interest-bearing ................................... 52,284 --------- In foreign offices, Edge and Agreement subsidiaries, and IBF's ..................................................... 69,171 Noninterest-bearing ................................ $ 4,181 Interest-bearing ................................... 64,990 Federal funds purchased and securities sold under agree- ments to repurchase ................................................ 32,885 Demand notes issued to the U.S. Treasury ........................... 1,000 Trading liabilities ................................................ 42,538 Other Borrowed money (includes mortgage indebtedness and obligations under calitalized leases): With a remaining maturity of one year or less ................. 4,431 With a remaining maturity of more than one year ............... 466 Bank's liability on acceptances executed and outstanding ........... 2,270 Subordinated notes and debentures .................................. 5,911 Other liabilities .................................................. 11,575 TOTAL LIABILITIES .................................................. 255,023 --------- EQUITY CAPITAL Perpetual Preferred stock and related surplus ...................... 0 Common stock ....................................................... 1,211 Surplus (exclude all surplus related to preferred stock) .......... 10,283 Undivided profits and capital reserves ............................. 4,941 Net unrealized holding gains (Losses) on available-for-sale securities ................................... (552) Cumulative foreign currency translation adjustments ................ 16 TOTAL EQUITY CAPITAL ............................................... 15,899 --------- TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK AND EQUITY CAPITAL ...................................... $ 270,922 ========= I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. WALTER V. SHIPLEY ) THOMAS G. LABRECQUE ) DIRECTORS WILLIAM B. HARRISON, JR.) Exhibit 25 - 5 - -----END PRIVACY-ENHANCED MESSAGE-----