Prospectus Supplement Filed Pursuant to Rule 424(b)(2)
(To Prospectus dated October 8, 2002) Registration No. 333-96635
$200,000,000
Anheuser [LOGO] Busch
Companies
4 5/8% Notes Due February 1, 2015
----------------------
The Notes will bear interest at the rate of 4 5/8% per year. Interest on
the Notes is payable on February 1 and August 1 of each year, beginning on
August 1, 2003. The Notes will mature on February 1, 2015. We may redeem some or
all of the Notes at any time, or from time to time, at a price equal to 100% of
the principal amount of the Notes plus a make-whole premium. The redemption
price is discussed under the caption "Description of the Notes--Optional
Redemption" beginning on page S-3.
The Notes will be unsecured and will rank equally with all of our other
unsecured senior indebtedness from time to time outstanding.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
Prospectus Supplement or the accompanying Prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
-----------------------
Proceeds to
Public Offering Underwriting Anheuser-Busch
Price(1) Discount Companies, Inc.
------------------- --------------------- ----------------------
Per Note .................... 99.444% 0.675% 98.769%
Total ....................... $198,888,000 $1,350,000 $197,538,000
----------------
(1) Plus accrued interest from January 27, 2003, if settlement occurs after this
date.
We do not currently intend to list the Notes on any securities exchange.
Currently, there is no public market for the Notes.
The underwriters are offering the Notes subject to various conditions.
The underwriters expect to deliver the Notes in book-entry form through the
facilities of The Depository Trust Company on or about January 27, 2003.
------------------------
Joint Book-Running Managers
Banc One Capital Markets, Inc. JPMorgan
-------------------------
Banc of America Securities LLC
Salomon Smith Barney
UBS Warburg
-------------------------
Mizuho International plc SunTrust Robinson Humphrey
------------------------
January 22, 2003
You should rely only on the information contained in or incorporated by
reference in this Prospectus Supplement and the accompanying Prospectus. We have
not authorized anyone to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information provided by this
Prospectus Supplement or the accompanying Prospectus is accurate as of any date
other than the date on the front of this Prospectus Supplement or, with respect
to information incorporated by reference, as of the date of that information.
--------------------------
TABLE OF CONTENTS
Prospectus Supplement
Page
----
Description of the Notes ....................................................... S-3
Underwriting ................................................................... S-4
Legal Opinions ................................................................. S-5
Prospectus
Table of Contents .............................................................. 2
Where You Can Find More Information ............................................ 2
Information about Anheuser-Busch ............................................... 3
Use of Proceeds ................................................................ 3
Description of the Debt Securities ............................................. 4
Book-Entry Debt Securities ..................................................... 10
Plan of Distribution ........................................................... 11
Legal Opinion .................................................................. 11
Experts ........................................................................ 11
Recent Developments ............................................................ 12
S-2
DESCRIPTION OF THE NOTES
We will issue the Notes under an Indenture dated as of July 1, 2001 (the
"Indenture") between us and JPMorgan Chase Bank (formerly The Chase Manhattan
Bank), as Trustee. Information about the Indenture is in the accompanying
Prospectus under "Description of the Debt Securities".
The interest rate on the Notes will be 4 5/8% per year, accruing from
January 27, 2003. We will pay interest on February 1 and August 1 of each year,
starting August 1, 2003. We will pay interest to the persons in whose names the
Notes are registered at the close of business on the January 15 or July 15
preceding the payment date.
We will issue the Notes in book-entry form, as a single global Note
registered in the name of the nominee of The Depository Trust Company, which
will act as Depositary, or in the name of the Depositary. Beneficial interests
in book-entry Notes will be shown on, and transfers thereof will be made only
through, records maintained by the Depositary and its participants. Except as
described in the Prospectus under "Book-Entry Debt Securities," owners of
beneficial interests in a global Note will not be entitled to receive physical
delivery of certificates for the Notes.
Optional Redemption
We may redeem the Notes, in whole or in part, at our option at any time at
a redemption price equal to the greater of (a) 100% of the principal amount of
such Notes and (b) as determined by a Quotation Agent (as defined below), the
sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued
as of the date of redemption) discounted to the date of redemption on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted Treasury Rate (as defined below) plus 20 basis points plus, in
each case, accrued interest thereon to the date of redemption.
"Adjusted Treasury Rate" means, with respect to any redemption date, the
rate per year equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by a Quotation Agent as having a maturity comparable to the remaining
term of the Notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Notes.
"Comparable Treasury Price" means, with respect to any redemption date, (a)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (b) if the Quotation Agent obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such quotations.
"Quotation Agent" means the Reference Treasury Dealer appointed by us.
"Reference Treasury Dealer" means (a) Banc of America Securities LLC, Banc
One Capital Markets, Inc., J.P. Morgan Securities Inc., Salomon Smith Barney
Inc., UBS Warburg LLC and their respective successors; provided, however, that
if any of the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), we shall substitute
therefor another Primary Treasury Dealer; and (b) any other Primary Treasury
Dealer we select.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
us, of the bid and asked prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) quoted in writing to the
S-3
Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on
the third Business Day preceding such redemption date.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of the Notes to be redeemed.
Unless we default in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the Notes or portions thereof
called for redemption.
The Notes will not be subject to any sinking fund.
Same-Day Settlement and Payment
The Notes will trade in the Depositary's same-day funds settlement system
until maturity or until we issue the Notes in definitive form. The Depositary
will therefore require secondary market trading activity in the Notes to settle
in immediately available funds.
Governing Law
The Notes will be governed by and construed in accordance with the laws of
the State of New York.
Additional Notes
We may elect to issue additional Notes under the Indenture which would be
considered part of the same issue as the Notes. If we do so, those securities
would have the same interest rate as the Notes, the same maturity date and the
same payment terms as the Notes.
UNDERWRITING
Subject to the terms and conditions stated in the terms agreement dated the
date of this Prospectus Supplement and the related underwriting agreement, the
underwriters named below, for whom Banc One Capital Markets, Inc. and J.P.
Morgan Securities Inc. are acting as joint book-running managers, have severally
agreed to purchase, and we have agreed to sell to such underwriters, the
principal amounts of Notes set forth opposite the names of such underwriters.
Principal
Underwriter Amount
----------- of Notes
-------------
Banc One Capital Markets, Inc. ...................... $ 64,000,000
J.P. Morgan Securities Inc. ......................... 64,000,000
Banc of America Securities LLC ...................... 18,000,000
Salomon Smith Barney Inc. ........................... 18,000,000
UBS Warburg LLC ..................................... 18,000,000
Mizuho International plc ............................ 9,000,000
SunTrust Capital Markets, Inc. ...................... 9,000,000
-------------
$ 200,000,000
=============
The underwriting agreement provides that the obligations of the several
underwriters to purchase the Notes included in this offering are subject to
approval of certain legal matters by counsel and to certain other conditions.
The underwriters are obligated to purchase all the Notes if they purchase any of
the Notes.
The underwriters propose to offer some of the Notes directly to the public
at the public offering price set forth on the cover page of this Prospectus
Supplement and some of the Notes to certain dealers at the public offering price
less a concession not in excess of 0.40% of the principal amount of the Notes.
The underwriters may allow, and such dealers may reallow, a concession not in
excess of 0.25% of the
S-4
principal amount of the Notes on sales to certain other dealers. After the
initial offering of the Notes to the public, the public offering price and such
concessions may be changed.
The Notes are a new issue of securities with no established trading market.
We do not currently intend to apply for the listing of the Notes on any
securities exchange or for quotation of the Notes in any dealer quotation
system. We have been advised by the underwriters that one or more of them
intends to make a market in the Notes, but the underwriters are not obligated to
do so and may discontinue any market-making activities at any time without
notice. We can give no assurance as to the liquidity of the trading market for
the Notes.
We estimate that we will spend approximately $150,000 for printing, rating
agency fees, registration fees, Trustee's fees, legal fees and other expenses of
the offering. The underwriters have agreed to make a payment to us of $205,000,
which is in excess of the direct expenses incurred by us in connection with this
offering.
In connection with this offering, Banc One Capital Markets, Inc. and J.P.
Morgan Securities Inc., on behalf of the underwriters, may purchase and sell
Notes in the open market. These transactions may include over-allotment,
syndicate covering transactions and stabilizing transactions. Over-allotment
involves syndicate sales of Notes in excess of the principal amount of Notes to
be purchased by the underwriters in the offering, which creates a syndicate
short position. Syndicate covering transactions involve purchases of the Notes
in the open market after the distribution has been completed in order to cover
syndicate short positions. Stabilizing transactions consist of certain bids or
purchases of Notes made for the purpose of preventing or retarding a decline in
the market price of the Notes while the offering is in progress.
The underwriters also may impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when Banc
One Capital Markets, Inc. or J.P. Morgan Securities Inc., in covering syndicate
short positions or making stabilizing purchases, repurchase Notes originally
sold by that syndicate member.
Any of these activities may cause the price of the Notes to be higher than
the price that otherwise would exist in the open market in the absence of such
transactions. These transactions may be effected in the over-the-counter market
or otherwise and, if commenced, may be discontinued at any time.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
We entered into an interest rate derivative transaction with an affiliate
of Banc One Capital Markets, Inc. relating to a government security which served
as the reference interest rate for the Notes.
In the ordinary course of their respective businesses, certain of the
underwriters and the Trustee and some of their respective affiliates have
performed and may in the future perform various financial advisory, commercial
banking and investment banking services for us from time to time, for which they
have received or will receive customary fees. Affiliates of the underwriters and
the Trustee are lenders under our bank credit agreement.
LEGAL OPINIONS
Prior to the delivery of the Notes, Armstrong Teasdale LLP, St. Louis,
Missouri, as our counsel, will issue an opinion as to the legality of the Notes
and certain other matters, and Cahill Gordon & Reindel, New York, New York, will
issue an opinion to the underwriters as to the legality of the Notes and certain
other matters.
S-5
PROSPECTUS
$1,000,000,000
[ANHEUSER BUSCH LOGO]
Debt Securities
------------------------
This Prospectus describes Debt Securities which Anheuser-Busch Companies,
Inc. may issue and sell at various times. More detailed information is under
"Description of Securities."
. The Debt Securities may be debentures, notes or other unsecured
evidences of indebtedness.
. We may issue them in one or several series.
. The total principal amount of the Debt Securities to be issued
under this Prospectus will not exceed $1,000,000,000 (or the
equivalent amount in other currencies).
. We will determine the terms of each series of Debt Securities
(interest rates, maturity, redemption provisions and other terms)
at the time of sale, and we will specify the terms in a
Prospectus Supplement which we will deliver together with this
Prospectus at the time of the sale.
We may sell Debt Securities directly to investors or through underwriters,
dealers or agents. More information about the way we will distribute the Debt
Securities is under the heading "Plan of Distribution." Information about the
underwriters or agents who will participate in any particular sale of Debt
Securities will be in the Prospectus Supplement relating to that series of Debt
Securities.
Our principal office is at One Busch Place, St. Louis, Missouri 63118, and
our telephone number is (314) 577-2000.
------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is October 8, 2002.
We have not authorized anyone to give any information or to make any
representations concerning the offering of the Debt Securities except those
which are in this Prospectus, the Prospectus Supplement which is delivered with
this Prospectus, or which are incorporated by reference into this Prospectus or
Prospectus Supplement. If anyone gives any other information or representation,
you should not rely on it. This Prospectus is not an offer to sell or a
solicitation of an offer to buy any securities other than the Debt Securities
which are referred to in the Prospectus Supplement. This Prospectus is not an
offer to sell or a solicitation of an offer to buy Debt Securities in any
circumstances in which the offer or solicitation is unlawful. You should not
interpret the delivery of this Prospectus, or any sale of Debt Securities, as an
indication that there has been no change in our affairs since the date of this
Prospectus. You should also be aware that information in this Prospectus may
change after this date.
TABLE OF CONTENTS
Where You Can Find More Information ........................................ 2
Information About Anheuser-Busch ........................................... 3
Use of Proceeds ............................................................ 3
Description of The Debt Securities ......................................... 4
General ................................................................. 4
Payments on Debt Securities; Transfers .................................. 5
Form and Denominations .................................................. 5
Certain Restrictions .................................................... 5
Modification or Amendment of the Indenture .............................. 7
Defeasance .............................................................. 8
Events of Default, Notice and Waiver .................................... 8
Regarding the Trustee ................................................... 9
Book-Entry Debt Securities ................................................. 10
Plan of Distribution ....................................................... 11
Legal Opinion .............................................................. 11
Experts .................................................................... 11
Recent Developments ........................................................ 12
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any of these documents at the
SEC's public reference room in Washington, D.C. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Our SEC
filings are also available to the public at the SEC's Internet website at
http://www.sec.gov. The SEC allows us to incorporate by reference the
information we file with them, which means that we can disclose important
information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this
Prospectus, and later information that we file with the SEC will automatically
update and supersede this information. We incorporate by reference the documents
listed below and any future filings made with the SEC under Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we sell all of
the Debt Securities.
. Our Annual Report on Form 10-K for the year ended December 31,
2001, as amended by Forms 10-K/A filed with the SEC on July 26,
2002 and September 27, 2002.
. Our Quarterly Reports on Form 10-Q for the quarters ended March
31, 2002 and June 30, 2002.
. Our Current Reports on Form 8-K dated June 25, 2002 and August 9,
2002.
You may receive a copy of any of these filings, at no cost, by writing or
telephoning the Corporate Secretary, Anheuser-Busch Companies, Inc., One Busch
Place, St. Louis, Missouri 63118, telephone 314-577-2000.
We have filed with the SEC a Registration Statement to register the Debt
Securities under the Securities Act of 1933. This Prospectus omits certain
information contained in the Registration Statement, as permitted by SEC rules.
You may obtain copies of the Registration Statement, including exhibits, as
noted in the first paragraph above.
2
INFORMATION ABOUT ANHEUSER-BUSCH
Anheuser-Busch Companies, Inc. ("Anheuser-Busch") 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, we are 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.
These are our most important subsidiaries:
. ABI produces and distributes beer in a variety of containers
primarily under the brand names Budweiser, Bud Light, Bud Dry,
Bud Ice, Bud Ice Light, Michelob, Michelob Light, Michelob Golden
Draft, Michelob Golden Draft Light, Michelob Black & Tan Lager,
Michelob Amber Bock, Michelob Honey Lager, Michelob Hefe-Weizen,
Michelob Marzen, Busch, Busch Light, Busch Ice, Natural Light,
Natural Ice, King Cobra, Red Wolf Lager, ZiegenBock Amber,
Hurricane Malt Liquor, Hurricane Ice, Pacific Ridge Ale, "Doc's"
Hard Lemon, "Doc's" Hard Apple, Killarney's, Tequiza, Killarney's
Pub Draft and Red Label. ABI's products also include three
non-alcohol malt beverages, O'Doul's, Busch NA and O'Doul's
Amber.
. Anheuser-Busch International, Inc. brews and distributes ABI's
products in 29 European countries and sells 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. Through subsidiaries, it owns
breweries in the United Kingdom and China. Our products are also
brewed under license or contract brewing arrangements in
Argentina, Canada, Ireland, Italy, Japan, Korea, the Philippines
and Spain. We have equity investments or joint ventures with
brewers in Argentina, Chile and Mexico.
. Metal Container Corporation manufactures beverage cans at eight
plants and beverage can lids at three plants for sale to ABI and
to soft drink and export customers. Anheuser-Busch Recycling
Corporation recycles aluminum cans at one plant. Precision
Printing and Packaging, Inc. manufactures metalized and paper
labels.
. Busch Entertainment Corporation ("BEC") owns, directly and
through subsidiaries, theme parks and entertainment facilities.
BEC operates Busch Gardens theme parks in Tampa, Florida and
Williamsburg, Virginia and Sea World theme parks in Orlando,
Florida, San Antonio, Texas and San Diego, California and its
newest park, Discovery Cove, in Orlando, Florida. BEC also
operates water park attractions in Tampa, Florida (Adventure
Island) and Williamsburg, Virginia (Water Country, U.S.A.) and an
educational play park for children near Philadelphia,
Pennsylvania (Sesame Place).
USE OF PROCEEDS
Unless we indicate otherwise in the Prospectus Supplement which accompanies
this Prospectus, we intend to add the net proceeds from the sale of the Debt
Securities to our general funds. We expect to use the proceeds for general
corporate purposes, including working capital, capital expenditures and
repayment of borrowings. Before we use the proceeds for these purposes, we may
invest them in short-term investments.
3
DESCRIPTION OF THE DEBT SECURITIES
This section describes some of the general terms of the Debt Securities.
The Prospectus Supplement describes the particular terms of the Debt Securities
we are offering. The Prospectus Supplement also indicates the extent, if any, to
which these general provisions may not apply to the Debt Securities being
offered. If you would like more information on these provisions, you may review
the Indenture which is filed as an exhibit to the Registration Statement which
is filed with the SEC. See "Where You Can Find More Information."
We will issue the Debt Securities either under the Indenture dated as of
July 1, 2001 between us and JPMorgan Chase Bank, formerly The Chase Manhattan
Bank, as Trustee, or under a separate, substantially identical indenture to be
entered into between us and a new trustee. We are summarizing certain important
provisions of the Debt Securities and the Indenture. This is not a complete
description of the important terms. You should refer to the specific terms of
the Indenture for a complete statement of the terms of the Indenture and the
Debt Securities. When we use capitalized terms which we do not define here,
those terms have the meanings given in the Indenture. When we use references to
Sections, we mean Sections in the Indenture.
General
The Debt Securities will be senior unsecured obligations of Anheuser-Busch.
The Indenture does not limit the amount of Debt Securities that we may
issue under the Indenture, nor does it limit other debt that we may issue. We
may issue the Debt Securities at various times in different series and issues,
each of which may have different terms. The word "issue" means, for any series
of Debt Securities, that the securities have the same original issue date or
date from which interest starts to accrue, the same maturity date and the same
interest rate and other payment terms or that the Company has otherwise
designated securities as part of the same issue. Unless we indicate otherwise in
the Prospectus Supplement for any series or issue, we may treat a subsequent
offering of Debt Securities as a part of the same issue as that series or issue.
The Prospectus Supplement relating to the particular series of Debt
Securities we are offering includes the following information concerning those
Debt Securities:
. The title of the Debt Securities.
. The total principal amount of the series or issue of Debt
Securities.
. The date on which the principal and interest will be paid, the
rights we or the holders may have to extend the maturity of the
Debt Securities and any rights the holders may have to require
payment of the Debt Securities at any time.
. The interest rate on the Debt Securities. We may specify a fixed
rate or a variable rate, or a rate to be determined under
procedures we will describe in the Prospectus Supplement, and the
interest rate may be subject to adjustment.
. The dates on which we will pay interest on the Debt Securities
and the regular record dates for determining the holders who are
entitled to receive the interest payments.
. Where payments on the Debt Securities will be made, if it is
other than the office mentioned under "Payments on Debt
Securities" below.
. If applicable, the prices at which we may redeem all or a part of
the Debt Securities and the time periods during which we may make
the redemptions. The redemptions may be made under a sinking fund
or otherwise.
. Any obligation we may have to redeem, purchase or repay any of
the Debt Securities under a sinking fund or otherwise or at the
option of the holder, and the prices, time periods and other
terms which would apply.
4
. Any additional Events of Default or covenants that will apply to
the Debt Securities.
. The amounts we would be required to pay if the maturity of the
Debt Securities is accelerated, if it is less than the principal
amount.
. If we will make payments on the Debt Securities in any currency
other than U.S. dollars, the currencies in which we will make the
payments.
. If applicable, the terms under which we or a holder may elect
that payments on the Debt Securities be made in a currency other
than U.S. dollars.
. If amounts payable on the Debt Securities may be determined by a
currency index, information on how the payments will be
determined.
. Any other special terms that may apply to the Debt Securities.
Payments on Debt Securities; Transfers
We will make payments on the Debt Securities to the persons in whose names
the securities are registered at the close of business on the record date for
the interest payments. As explained under "Book-Entry Securities" below, The
Depository Trust Company or its nominee will be the initial registered holder
unless the Prospectus Supplement provides otherwise.
Unless we indicate otherwise in the Prospectus Supplement, we will make
payments on the Debt Securities at the Trustee's office. For JPMorgan Chase
Bank, the office is now its Corporate Trust Office, 450 West 33rd Street, New
York, New York 10001. In the case of any other Trustee, we will specify the
office and address in the Prospectus Supplement or in an attachment thereto.
Transfers of Debt Securities can be made at the same offices. (Sections 202,
301, 306 and 1002)
Form and Denominations
Unless we otherwise indicate in the Prospectus Supplement:
. We will only issue the Debt Securities of each series or issue in
registered form without coupons in denominations of $1,000 and
any integral multiple thereof.
. We will not charge any fee to register any transfer or exchange
of the Debt Securities, except for taxes or other governmental
charges, if any. (Section 306)
Certain Restrictions
Creation of Secured Indebtedness
Under the Indenture, we and our Restricted Subsidiaries (defined below) may
not create, assume, guarantee or permit to exist any indebtedness for borrowed
money which is secured by a pledge of, or a mortgage or lien on, any of our
Principal Plants (defined below) or on any of our Restricted Subsidiaries'
capital stock, unless we also provide equal and ratable security for the Debt
Securities. A "Restricted Subsidiary" is a Subsidiary which owns or operates a
Principal Plant, unless it is incorporated or has its principal place of
business outside the United States, and any other subsidiary which we elect to
treat as a Restricted Subsidiary. A "Principal Plant" is a brewery, or a
manufacturing, processing or packaging plant located in the United States, but
does not include a plant which we determine is not of material importance to the
total business conducted by us and our Subsidiaries, any plant which we
determine is used primarily for transportation, marketing or warehousing or at
our option any plant that does not constitute part of the brewing operations of
the Company and has a net book value of not more than $100,000,000.
This restriction does not apply to:
. purchase money liens,
5
. liens existing on property when we acquire it or securing
indebtedness which we use to pay the cost of acquisition or
construction or to reimburse us for that cost,
. liens on property of a Restricted Subsidiary at the time it
becomes a Restricted Subsidiary,
. liens to secure the cost of development or construction of
property, or improvements of property, and which are released or
satisfied within 120 days after completion of the development or
construction,
. liens in connection with the acquisition or construction of
Principal Plants or additions thereto financed by tax-exempt
securities,
. liens securing indebtedness owing to us or to a Restricted
Subsidiary by a Restricted Subsidiary,
. liens existing at July 1, 2001 (the date of the Indenture),
. liens required in connection with state or local governmental
programs which provide financial or tax benefits, as long as
substantially all of the obligations secured are in lieu of or
reduce an obligation that would have been secured by a lien
permitted under the Indenture,
. extensions, renewals or replacements of the liens referred to
above, or
. in connection with sale-leaseback transactions permitted under
the Indenture. (Section 1006(a))
There is an additional exception as described below under "10% Basket
Amount."
If we become obligated to provide security for the Debt Securities as
described above, we would also be required to provide comparable security for
most of our other outstanding long-term indebtedness.
Sale-Leaseback Financings
Under the Indenture, neither we nor any Restricted Subsidiary may enter
into any sale and leaseback transaction involving a Principal Plant, except a
sale by a Restricted Subsidiary to us or another Restricted Subsidiary or a
lease not exceeding three years, by the end of which we intend to discontinue
use of the property, and except for any transaction with a local or state
authority that provides financial or tax benefits, unless:
. the net proceeds of the sale are at least equal to the fair
market value of the property, and
. within 120 days of the transfer, or two years if we hold the net
proceeds of the sale in cash or cash equivalents, we repay Funded
Debt (defined below) and/or make expenditures for the expansion,
construction or acquisition of a Principal Plant at least equal
to the net proceeds of the sale. (Section 1007)
There is an additional exception as described below under "10% Basket
Amount."
Limitation on Funded Debt of Restricted Subsidiaries
We may not permit any Restricted Subsidiary to create, assume or permit to
exist any Funded Debt other than:
. Funded Debt secured by a mortgage, pledge or lien which is
permitted under the provisions described above under "Creation of
Secured Indebtedness,"
. Funded Debt owed to us or any Restricted Subsidiary,
. Funded Debt of a corporation existing at the time it becomes a
Restricted Subsidiary,
. Funded Debt created in connection with, or with a view to,
compliance with the requirements of any program, law, statute or
regulation of any federal, state or local governmental authority
6
and applicable to the Restricted Subsidiary and providing
financial or tax benefits to the Restricted Subsidiary, and
. guarantees existing at July 1, 2001 (the date of the Indenture).
(Section 1008(a))
There is an additional exception as described below under "10% Basket
Amount."
"Funded Debt" means all of our indebtedness for money borrowed, including
purchase money indebtedness, having a maturity of more than twelve months from
the date of determination or having a maturity of less than twelve months but by
its terms being renewable or extendible beyond twelve months at our option,
subject only to conditions which we are then capable of fulfilling, and direct
guarantees of similar indebtedness for money borrowed of others and any other
indebtedness we classify as long-term indebtedness in our financial statements,
except that Funded Debt does not include:
. Any indebtedness of a person held in treasury by that person, or
. Any indebtedness with respect to which sufficient money has been
deposited or set aside to pay the indebtedness, or
. Any amount representing capitalized lease obligations, or
. Any indirect guarantees or other contingent obligations in
respect of indebtedness of other persons, or
. Any guarantees with respect to lease or other similar periodic
payments to be made by other persons.
10% Basket Amount
In addition to the exceptions described above under "Creation of Secured
Indebtedness," "Sale-Leaseback Financings" and "Limitation on Funded Debt of
Restricted Subsidiaries," the Indenture allows additional secured indebtedness,
additional sale-leaseback financings and additional Funded Debt of Restricted
Subsidiaries as long as the total of the additional indebtedness and Funded Debt
and the fair market value of the property transferred in the additional
sale-leaseback financings does not exceed 10% of our Net Tangible Assets. "Net
Tangible Assets" means our total assets including those of our subsidiaries
after deducting current liabilities (except for those which are Funded Debt) and
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense, organization and developmental expenses and other like segregated
intangibles. Deferred income taxes, deferred investment tax credit or other
similar items will not be considered as a liability or as a deduction from or
adjustment to total assets. (Sections 1006(d), 1007(c) and 1008(b))
Merger
We may consolidate with or merge into any other corporation or transfer or
lease our properties and assets substantially as an entirety as long as we meet
certain conditions, including the assumption of the securities by any successor
corporation. (Section 801) The Company is not restricted from transferring its
aluminum can manufacturing business and related operations.
Modification or Amendment of the Indenture
We may modify and amend the Indenture if the holders of a majority in
principal amount of the outstanding Debt Securities affected by the modification
or amendment consent, except that no supplemental indenture may reduce the
principal amount of or interest or premium payable on any Debt Security, change
the maturity date or dates of principal payments, the interest payment dates or
other terms of payment, or reduce the percentage of holders necessary to approve
a modification or amendment of the Indenture, without the consent of each holder
of outstanding Debt Securities affected by the supplemental indenture. (Section
902)
7
We and the Trustee may amend the Indenture without the holders' consent for
certain specified purposes, including any change which, in our counsel's
opinion, does not materially adversely affect the holders' interests. (Section
901)
Defeasance
The Indenture includes provisions allowing defeasance of the Debt
Securities of any series. In order to defease Debt Securities, we would deposit
with the Trustee or another trustee money or U.S. Government Obligations
sufficient to make all payments on those Debt Securities. If we make a
defeasance deposit with respect to your Debt Securities, we may elect either:
. to be discharged from all of our obligations on your Debt
Securities, except for our obligations to register transfers and
exchanges, to replace temporary or mutilated, destroyed, lost or
stolen Debt Securities, to maintain an office or agency in
respect of the Debt Securities and to hold moneys for payment in
trust; or
. to be released from our restrictions described above relating to
liens, sale-leaseback transactions and Funded Debt of Restricted
Subsidiaries.
To establish the trust, we must deliver to the Trustee an opinion of our
counsel that the holders of the Debt Securities will not recognize gain or loss
for Federal income tax purposes as a result of the defeasance and will be
subject to Federal income tax on the same amount, in the same manner and at the
same times as would have been the case if the defeasance had not occurred.
(Article Thirteen)
Events of Default, Notice and Waiver
An Event of Default in respect of any issue of Debt Securities means:
. default for 30 days in any payment of interest,
. default in payment of principal or premium at maturity, or
default in payment of any required redemption or sinking fund
amount which continues for 30 days,
. default in performance of or breach of any covenant in the
Indenture which applies to the issue which continues for 90 days
after notice to us by the Trustee or by the holders of 25% in
principal amount of the outstanding Debt Securities of the
affected issues, and
. certain events of our bankruptcy, insolvency and reorganization.
(Section 501)
If an Event of Default occurs and is continuing in respect of one or more
issues, either the Trustee or the holders of 25% in principal amount of the
outstanding Debt Securities of those issues may declare the principal of and
accrued interest, if any, on all securities of those issues to be due and
payable. If other specified Events of Default occur and are continuing, either
the Trustee or the holders of 25% in principal amount of the outstanding Debt
Securities of all issues may declare the principal of and accrued interest, if
any, on all the outstanding Debt Securities to be due and payable. (Section 502)
Within 90 days after a default in respect of any issue of Debt Securities,
the Trustee must give to the holders of the Debt Securities of that series
notice of all uncured and unwaived defaults by us known to it. However, except
in the case of default in payment, the Trustee may withhold the notice if it in
good faith determines that it is in the interest of the holders. The term
"default" means, for this purpose, the occurrence of any event that is or, upon
notice or lapse of time would be, an Event of Default. (Section 602)
Before the Trustee is required to exercise rights under the Indenture at
the request of holders, it is entitled to be indemnified by the holders, subject
to its duty, during an Event of Default, to act with the required standard of
care. (Article Six)
A holder of a Debt Security will not be entitled to pursue any remedy under
the Indenture except under the following circumstances:
8
. the holder has notified the Trustee in writing of an Event of
Default,
. holders of at least 25% of the outstanding principal amount of
the Debt Securities in respect of which the Event of Default has
occurred have delivered a written request to the Trustee to
pursue the remedy,
. the holder or holders have offered to the Trustee a reasonable
indemnity against the costs to be incurred by the Trustee in
pursuing the remedy,
. the Trustee does not pursue the remedy for a period of 60 days,
and
. the holders of a majority of the outstanding principal amount of
the Debt Securities in respect of which the Event of Default has
occurred have not delivered written directions to the Trustee
inconsistent with the initial written request from the holders
described above. (Section 507)
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 that series. (Section 512)
The holders of a majority in principal amount of the outstanding securities
of all series affected by a default (voting as a single class) may, on behalf of
the holders of all that securities, waive the default 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)
We will furnish to the Trustee, annually, a statement as to the fulfillment
by us of our obligations under the Indenture. (Section 1004)
Regarding the Trustee
JPMorgan Chase Bank is the Trustee under the Indenture. The Indenture is
dated as of July 1, 2001. JPMorgan Chase Bank also acts as trustee (or successor
trustee) under other Indentures with us under which an aggregate of
approximately $4.9 billion in principal amount of indebtedness is issued and
outstanding. JPMorgan Chase Bank also is a party to our credit agreement, under
which it has committed to lend us up to $425 million, and provides other
commercial and investment banking services to us. An affiliate of JPMorgan Chase
Bank has engaged, and may in the future engage, in investment banking and/or
general financing and banking transactions with us.
We can remove the Trustee of any series as long as there is no Event of
Default and no event that, upon notice or lapse of time or both, would become an
Event of Default. The holders of a majority of the principal amount of the
series may also remove the Trustee at any time. The Indenture prescribes
procedures by which the Trustee will be replaced, in the event of its removal.
(Section 610)
9
BOOK-ENTRY DEBT SECURITIES
The Prospectus Supplement will indicate whether we are issuing the related
Debt Securities as book-entry securities. Book-entry securities of a series will
be issued in the form of one or more global notes that will be deposited with
The Depository Trust Company, New York, New York, and will evidence all of the
Debt Securities of that series. This means that we will not issue certificates
to each holder. We will issue one or more global securities to DTC, which will
keep a computerized record of its participants (for example, your broker) whose
clients have purchased the Debt Securities. The participant will then keep a
record of its clients who own the Debt Securities. Unless it is exchanged in
whole or in part for a security evidenced by individual certificates, a global
security may not be transferred, except that DTC, its nominees and their
successors may transfer a global security as a whole to one another. Beneficial
interests in global securities will be shown on, and transfers of beneficial
interests in global notes will be made only through, records maintained by DTC
and its participants. Each person owning a beneficial interest in a global
security must rely on the procedures of DTC and, if the person is not a
participant, on the procedures of the participant through which the person owns
its interest to exercise any rights of a holder of Debt Securities under the
Indenture.
The laws of some jurisdictions require that certain purchasers of
securities such as Debt Securities take physical delivery of the securities in
definitive form. These limits and laws may impair your ability to acquire or
transfer beneficial interests in the global security.
We will make payments on each series of book-entry Debt Securities to DTC
or its nominee, as the sole registered owner and holder of the global security.
Neither Anheuser-Busch, the Trustee nor any of their agents will be responsible
or liable for any aspect of DTC's records relating to or payments made on
account of beneficial ownership interests in a global security or for
maintaining, supervising or reviewing any of DTC's records relating to the
beneficial ownership interests.
DTC has advised us that, when it receives any payment on a global security,
it will immediately, on its book-entry registration and transfer system, credit
the accounts of participants with payments in amounts proportionate to their
beneficial interests in the global security as shown on DTC's records. Payments
by participants to you, as an owner of a beneficial interest in the global
security, 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 the participants.
A global security representing a series will be exchanged for certificated
Debt Securities of that series if (a) DTC notifies us that it is unwilling or
unable to continue as Depositary or if DTC ceases to be a clearing agency
registered under the Securities Exchange Act of 1934 and we do not appoint a
successor within 90 days or (b) we decide that the global security shall be
exchangeable. If that occurs, we will issue Debt Securities of that series in
certificated form in exchange for the global security. An owner of a beneficial
interest in the global security then will be entitled to physical delivery of a
certificate for Debt Securities of the series equal in principal amount to that
beneficial interest and to have those Debt Securities registered in its name. We
would issue the certificates for the Debt Securities in denominations of $1,000
or any larger amount that is an integral multiple thereof, and we would issue
them in registered form only, without coupons.
DTC has informed us that it is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, 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 Securities Exchange Act of 1934. DTC was
created to hold the securities of its participants and to facilitate the
clearance and settlement of securities transactions among its participants
through electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. DTC's
participants include securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations, some of whom (and/or
their representatives) own DTC. Access to DTC's book-entry system is also
available to others, such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a participant, either
directly or indirectly. The rules applicable to DTC and its participants are on
file with the SEC. No fees or costs of DTC will be charged to you.
10
PLAN OF DISTRIBUTION
We may sell Debt Securities to or through one or more underwriters or
dealers, and also may sell Debt Securities directly to other purchasers or
through agents. These firms may also act as our agents in the sale of Debt
Securities. Only underwriters named in the Prospectus Supplement will be
considered as underwriters of the Debt Securities offered by the Prospectus
Supplement.
We may distribute Debt Securities at different times in one or more
transactions. We may sell Debt Securities at fixed prices, which may change, at
market prices prevailing at the time of sale, at prices related to the
prevailing market prices or at negotiated prices.
In connection with the sale of Debt Securities, underwriters may receive
compensation from us or from purchasers of Debt Securities in the form of
discounts, concessions or commissions. Underwriters, dealers and agents that
participate in the distribution of Debt Securities may be deemed to be
underwriters. Discounts or commissions they receive and any profit on their
resale of Debt Securities may be considered underwriting discounts and
commissions under the Securities Act of 1933. We will identify any underwriter
or agent, and we will describe any compensation, in the Prospectus Supplement.
We may agree to indemnify underwriters, dealers and agents who participate
in the distribution of Debt Securities against certain liabilities, including
liabilities under the Securities Act of 1933.
We may authorize dealers or other persons who act as our agents to solicit
offers by certain institutions to purchase Debt Securities from us under
contracts which provide for payment and delivery on a future date. We may enter
into these contracts with commercial and savings banks, insurance companies,
pension funds, investment companies, educational and charitable institutions and
others. If we enter into these agreements concerning any series of Debt
Securities, we will indicate that in the Prospectus Supplement.
In connection with an offering of Debt Securities, underwriters may engage
in transactions that stabilize, maintain or otherwise affect the price of the
Debt Securities. Specifically, underwriters may over-allot in connection with
the offering, creating a syndicate short position in the Debt Securities for
their own account. In addition, underwriters may bid for, and purchase, Debt
Securities in the open market to cover short positions or to stabilize the price
of the Debt Securities. Finally, underwriters may reclaim selling concessions
allowed for distributing the Debt Securities in the offering if the underwriters
repurchase previously distributed Debt Securities in transactions to cover short
positions, in stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of the Debt Securities above
independent market levels. Underwriters are not required to engage in any of
these activities and may end any of these activities at any time.
Unless otherwise indicated in the Prospectus Supplement, each series of
Debt Securities offered will be a new issue of securities and will have no
established trading market. The Debt Securities may or may not be listed on a
national securities exchange. No assurance can be given as to the liquidity of
or the existence of trading markets for any Debt Securities.
LEGAL OPINION
Bryan Cave LLP, St. Louis, Missouri, as our counsel, has issued an opinion
as to the legality of the Debt Securities.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31, 2001 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
11
RECENT DEVELOPMENTS
Effects from Adoption of Goodwill Accounting Standard
Effective January 1, 2002, Anheuser-Busch adopted FAS 142, "Goodwill and
Other Intangible Assets," and ceased goodwill amortization as of January 1,
2002. The Company has completed the required transitional goodwill impairment
analysis for FAS 142 adoption purposes and found no impaired goodwill.
FAS 142 does not permit restatement of previously issued financial
statements. The following table sets forth reported operating results for
Anheuser-Busch Companies for the preceding three years, and what net income and
earnings per share would have been had FAS 142 been applied in all years shown
(with goodwill amortization ceasing on January 1, 1999).
In Millions, Except Per Share 2001 2000 1999
--------------------------------------------
Gross Sales $14,973.0 $14,534.2 $13,914.5
Excise Taxes (2,061.5) (2,034.8) (2,019.6)
--------------------------------------------
Net Sales 12,911.5 12,499.4 11,894.9
Cost of Products and Services (7,950.4) (7,829.9) (7,445.6)
--------------------------------------------
Gross Profit 4,961.1 4,669.5 4,449.3
Marketing, Dist. and Administrative Expenses (2,255.9) (2,174.8) (2,147.0)
Gain on Sale of SeaWorld Cleveland 17.8 -- --
--------------------------------------------
Operating Income 2,723.0 2,494.7 2,302.3
Interest Expense (361.2) (348.2) (307.8)
Interest Capitalized 26.9 33.3 18.2
Interest Income 1.1 1.1 4.3
Other Expense, Net (12.2) (1.0) (9.4)
--------------------------------------------
Income Before Income Taxes 2,377.6 2,179.9 2,007.6
Provision For Income Taxes (913.2) (828.3) (762.9)
Equity Income, Net of Tax 240.1 200.0 157.5
--------------------------------------------
Net Income $1,704.5 $1,551.6 $1,402.2
============================================
-----------------------------------------------------------------------------------------------------------
Reported Net Income $1,704.5 $1,551.6 $1,402.2
Add Back: Goodwill Amortization 35.8 31.8 30.0
--------------------------------------------
Net Income Excluding Goodwill Amortization $1,740.3 $1,583.4 $1,432.2
============================================
Reported Basic Earnings Per Share $1.91 $1.71 $1.49
Add Back: Goodwill Amortization .05 .04 .04
--------------------------------------------
Basic Earnings Per Share Excluding Goodwill
Amortization $1.96 $1.75 $1.53
============================================
Reported Diluted Earnings Per Share $1.89 $1.69 $1.47
Add Back: Goodwill Amortization .04 .03 .03
--------------------------------------------
Diluted Earnings Per Share Excluding Goodwill
Amortization $1.93 $1.72 $1.50
============================================
Weighted Average Shares Outstanding:
Basic 890.1 906.1 939.0
Diluted 901.6 919.7 953.7
12
Anheuser [LOGO] Busch
Companies
$200,000,000
4 5/8% Notes Due February 1, 2015
---------------------
PROSPECTUS SUPPLEMENT
---------------------
Banc One Capital Markets, Inc.
JPMorgan
Banc of America Securities LLC
Salomon Smith Barney
UBS Warburg
Mizuho International plc
SunTrust Robinson Humphrey
---------------------
January 22, 2003