AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 2003
Registration Statement No. 333-_______
___________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________________________
ANHEUSER-BUSCH COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1162835
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
One Busch Place
St. Louis, Missouri 63118
(Address of principal executive offices)
__________________________
ANHEUSER-BUSCH COMPANIES, INC.
1998 INCENTIVE STOCK PLAN
(Full title of the plan)
__________________________
JoBeth G. Brown, Esq. Copies to:
Vice President and Secretary John A. Niemoeller, Esq.
Anheuser-Busch Companies, Inc. The Stolar Partnership
One Busch Place 911 Washington Avenue, 7th Fl
St. Louis, Missouri 63118 St. Louis, Missouri 63101
(Name and address of agent for service)
(314) 577-3314
(Telephone number of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
class of to be maximum maximum registra-
securities Registered offering aggregate tion fee
to be registered price offering
per share price
Common Stock,
$1 Par Value Per
Share, Including 16,000,000 $50.825* $813,200,000 $65,787.88
Related Rights Shares
* Estimated solely for purposes of calculating the registration fee.
In accordance with Rule 457(h)(1), the proposed offering price of
shares was based on the average of the high and low prices reported
on the New York
Stock Exchange for May 12, 2003.
PART I
The Section 10(a) prospectus relating to the Plan is omitted from
this Registration Statement pursuant to the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference
The following documents are incorporated in this registration statement
by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2002.
(b) The description of the Registrant's shares of common stock,
including the Rights related to the shares as set forth in the Rights
Agreement relating to such Rights, contained in the Registrant's registration
statement filed under the Securities Exchange Act of 1934, file no. 1-7823,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of
such documents.
Item 4. Description of Securities
The Registrant's common stock is registered under Section 12 of the
Securities Exchange Act of 1934, as amended.
Item 5. Interests of Named Experts and Counsel
PricewaterhouseCoopers LLP, the Registrant's independent accountants,
have no interest in the Registrant.
The Stolar Partnership has passed upon the legality of the shares offered
under this registration statement. Attorneys and non-clerical personnel
at The Stolar Partnership who have participated in the preparation of the
opinion have, collectively, a combined direct and indirect interest in the
Registrant.
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Item 6. Indemnification of Directors and Officers
The Delaware General Corporation Law permits the indemnification by a
Delaware orporation 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 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 the fact that such director or officer is 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, may
also create a trust fund, grant a security interest and/or use other means
(including establishing letters of credit, surety bonds and other similar
arrangements), and may enter into contracts providing for indemnification,
to ensure full payment of indemnifiable amounts. The Registrant has entered
into indemnification agreements with its directors and its executive officers.
Item 7. Exemptions from Registration Claimed
Not Applicable.
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Item 8. Exhibits
All Exhibits are listed in the Exhibit Index at the end of this Part II.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(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.
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(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Louis, State of Missouri, on May 16, 2003.
ANHEUSER-BUSCH COMPANIES, INC.
By: /s/ JOBETH G. BROWN
(JoBeth G. Brown,
Vice President and Secretary)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities and on the dates indicated:
Signature Title Date
Patrick T. Stokes* President and Chief May 16, 2003
(Patrick T. Stokes) Executive Officer
(Principal Executive
Officer)
W. Randolph Baker* Vice President May 16, 2003
(W. Randolph Baker) and Chief Financial
Officer (Principal
Financial Officer)
John F. Kelly* Vice President and May 16, 2003
(John F. Kelly) Controller (Principal
Accounting Officer)
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August A. Busch III* Chairman of the Board May 16, 2003
(August A. Busch III) and Director
Carlos Fernandez G.* Director May 16, 2003
(Carlos Fernandez G.)
James J. Forese* Director May 16, 2003
(James J. Forese)
John E. Jacob* Director May 16, 2003
(John E. Jacob)
James R. Jones* Director May 16, 2003
(James R. Jones)
_________________ Director
Charles F. Knight
Vernon R. Loucks, Jr.* Director May 16, 2003
(Vernon R. Loucks, Jr.)
Vilma S. Martinez* Director May 16, 2003
(Vilma S. Martinez)
William Porter Payne* Director May 16, 2003
(William Porter Payne)
Joyce M. Roche'* Director May 16, 2003
(Joyce M. Roche')
Henry H. Shelton* Director May 16, 2003
(Henry H. Shelton)
Andrew C. Taylor* Director May 16, 2003
(Andrew C. Taylor)
_____________________ Director
Douglas A. Warner III
Edward E. Whitacre, Jr.* Director May 16, 2003
(Edward E. Whitacre, Jr.)
* By: /s/ JOBETH G. BROWN
JoBeth G. Brown
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit 4.1
Anheuser-Busch Companies, Inc. 1998 Incentive Stock Plan (Restated to
reflect a 2-for-1 stock split effective September 18, 2000 and amendments
effective April 25, 2001 and April 23, 2003).
Exhibit 5.1
Opinion and consent of The Stolar Partnership, concerning the legality
of the shares of common stock being registered hereunder.
Exhibit 23.1
Consent of Independent Accountants.
Exhibit 24.1
Power of Attorney executed by certain directors and officers of the
Registrant.
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