Prospectus Supplement
(To Prospectus dated June 6, 2000)
[GRAPHIC OMITTED]
ANHEUSER-BUSCH COMPANIES,INC.
$300,000,000
6.80% Debentures Due August 20, 2032
Interest payable February 1 and August 1
The Debentures will mature on August 20, 2032. Interest will accrue from June
22, 2001. We may redeem the Debentures in whole or in part at any time at the
redemption prices described on page S-2. We will issue the Debentures in minimum
denominations of $1,000 increased in multiples of $1,000.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the Debentures or passed upon the
adequacy or accuracy of this prospectus supplement or the prospectus. Any
representation to the contrary is a criminal offense.
--------------------------------------------------------------------------------
Price to Discounts and Proceeds to
Public Commissions the Company
--------------------------------------------------------------------------------
Per Debenture 99.869% .875% 98.994%
--------------------------------------------------------------------------------
Total $299,607,000 $2,625,000 $296,982,000
--------------------------------------------------------------------------------
We do not intend to apply for listing of the Debentures on any national
securities exchange. Currently, there is no public market for the Debentures.
We expect that delivery of the Debentures will be made to investors on or about
June 22, 2001.
UBS Warburg Salomon Smith Barney
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Goldman, Sachs & Co.
June 19, 2001
DESCRIPTION OF THE DEBENTURES
We will issue the Debentures under an Indenture dated as of August 1, 1995 (the
"Indenture") between us and The Chase Manhattan Bank, as Trustee. Information
about the Indenture is in the prospectus under "Description of the Debt
Securities".
The interest rate on the Debentures will be 6.80% per annum, accruing from June
22, 2001. We will pay interest on February 1 and August 1, starting August 1,
2001. We will pay interest to the persons in whose names the Debentures are
registered at the close of business on the January 15 or July 15 preceding the
payment date.
We will issue the Debentures in book-entry form, as a single global Debenture
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 Debentures 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 Debenture will not be entitled to receive
physical delivery of certificates for the Debentures.
Optional Redemption
We may redeem the Debentures, in whole or in part, at our option at any time at
a redemption price equal to the greater of (i) 100% of the principal amount of
such Debentures and (ii) 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 25 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 annum 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 Debentures 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
Debentures.
"Comparable Treasury Price" means, with respect to any redemption date, (i) the
average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) 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 (i) UBS Warburg LLC, Salomon Smith Barney
Inc., Banc of America Securities LLC, Banc One Capital Markets, Inc., Goldman,
Sachs & Co., 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 (ii) 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 Trustee
S-2
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 Debentures 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 Debentures or portions
thereof called for redemption.
The Debentures will not be subject to any sinking fund.
Same-Day Settlement and Payment
The Debentures will trade in the Depositary's same-day funds settlement system
until maturity or until we issue the Debentures in definitive form. The
Depositary will therefore require secondary market trading activity in the
Debentures to settle in immediately available funds.
Governing Law
The Debentures will be governed by and construed in accordance with the laws of
the State of New York.
Additional Debentures
We may elect to issue additional Debentures under the Indenture which would be
considered part of the same issue as the Debentures. If we do so, those
securities would have the same interest rate as the Debentures, the same
maturity date and the same payment terms as the Debentures.
Termination of Subsidiary Co-obligation
Anheuser-Busch, Incorporated ("ABI"), our wholly owned and primary operating
subsidiary, has in the past been a co-obligor itself with respect to
substantially all of our senior indebtedness, including the Debt Securities
issued under the Indenture. As permitted by the terms of the Indenture, we
terminated all such co-obligations on January 1, 2001.
The co-obligation was created to satisfy credit concerns arising when we were
established as the public holding company for the Anheuser-Busch consolidated
group. Without such co-obligation, our debt would have been structurally
subordinated to the debt issued by ABI prior to establishment of the holding
company structure. The debt issued by ABI has now been retired.
UNDERWRITING
We are selling the Debentures to the underwriters named below under an
Underwriting Agreement dated October 2, 2000. The underwriters, and the amount
of the Debentures each of them has severally agreed to purchase from us, are as
follows:
Principal Amount
Name of Debentures
---- -------------
UBS Warburg LLC ........................................... $ 105,000,000
Salomon Smith Barney Inc. ................................. 84,750,000
Banc of America Securities LLC ............................ 36,750,000
Banc One Capital Markets, Inc. ............................ 36,750,000
Goldman, Sachs & Co. ...................................... 36,750,000
---------------
Total ..................... $ 300,000,000
===============
S-3
The Underwriting Agreement provides that, if the underwriters take any of the
Debentures, then they are obligated to take and pay for all of the Debentures.
The Debentures are a new issue of securities with no established trading market.
We do not intend to apply for listing of the Debentures on any national
securities exchange. The underwriters have advised us that they intend to make a
market for the Debentures, but they have no obligation to do so. They also may
discontinue market making at any time without providing any notice. We cannot
give any assurance as to the liquidity of any trading market for the Debentures.
The underwriters initially propose to offer part of the Debentures directly to
the public at the public offering price set forth on the cover page and part to
certain dealers at a price that represents a concession not in excess of .50% of
the principal amount of the Debentures. Any underwriter may allow, and any such
dealer may reallow, a concession not in excess of .25% of the principal amount
of the Debentures to certain other dealers. After the initial offering of the
Debentures, the underwriters may, from time to time, vary the offering price and
other selling terms.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
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.
We entered into an interest rate derivative transaction with an affiliate of UBS
Warburg LLC relating to a government security which served as the reference
interest rate for the Debentures.
In connection with the offering of the Debentures, the underwriters may engage
in transactions that stabilize, maintain or otherwise affect the prices of the
Debentures. Specifically, the underwriters may overallot in connection with the
offering of the Debentures, creating a syndicate short position. In addition,
the underwriters may bid for, and purchase, the Debentures in the open market to
cover short positions or to stabilize the price of the Debentures. Finally, the
underwriters may reclaim selling concessions allowed for distributing the
Debentures in the offering, if the underwriters repurchase previously
distributed Debentures in transactions to cover short positions, in
stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market prices of the Debentures above independent market levels.
The underwriters are not required to engage in any of these activities and may
end any of these activities at any time.
The underwriters have agreed to make a payment to us in excess of the direct
expenses incurred by us in connection with this offering.
In the ordinary course of their respective businesses, certain of the
underwriters and/or their affiliates have engaged, and expect in the future to
engage, in investment banking, commercial banking and/or general financing and
banking transactions with us.
S-4
PROSPECTUS
$1,000,000,000
Anheuser-Busch Companies, Inc.
[GRAPHIC OMITTED]
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 the Debt Securities."
o The Debt Securities may be debentures, notes or other unsecured
evidences of indebtedness.
o We may issue them in one or several series.
o 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).
o 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 June 6, 2000.
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 or in the Prospectus Supplement which is delivered
with this Prospectus, or which is referred to under "Where You Can Find More
Information." 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
Table of Contents............................................................2
Where You Can Find More Information..........................................2
Information about Anheuser-Busch.............................................2
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
ABI Co-Obligation.........................................................8
Defeasance................................................................8
Events of Default, Notice and Waiver......................................8
Regarding the Trustee.....................................................9
Book-Entry Debt Securities..................................................10
Plan of Distribution........................................................11
Legal Opinion...............................................................12
Experts.....................................................................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 rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. 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.
o Our Annual Report on Form 10-K for the year ended December 31, 1999.
o Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000.
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:
o 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 Dry, Michelob Golden Draft,
Michelob Golden Draft Light, Michelob Classic Dark, Michelob Black &
Tan Lager, Michelob Amber Bock, Michelob Pale Ale, Michelob Honey
Lager, Michelob Hefe-Weizen, Busch, Busch Light, Busch Ice, Natural
Light, Natural Ice, King Cobra, Red Wolf Lager, ZiegenBock Amber,
Hurricane Malt Liquor, Hurricane Ice, Pacific Ridge Ale, Tequiza,
Safari Amber Lager, Devon's Shandy, and Rhumba. ABI's products also
include three non-alcohol malt beverages, O'Doul's, Busch NA and
O'Doul's Amber.
o Anheuser-Busch International, Inc. brews and distributes ABI's products
in twenty-four 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 London and China.
Our products are also brewed under license or contract brewing
arrangements in Argentina, Canada, Ireland, Japan, Korea, the
Philippines and Spain. We have equity investments or joint ventures
with brewers in Argentina and Mexico.
o 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 two plants. Precision Printing and Packaging, Inc.
manufactures metalized and paper labels.
o 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,
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. BEC's newest park, Discovery Cove
located in Orlando, Florida, is scheduled to open in summer 2000.
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
August 1, 1995 between us and 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. If so indicated 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:
o The title of the Debt Securities.
o The total principal amount of the series or issue of Debt Securities,
and whether we may treat a subsequent offering of Debt Securities as a
part of the same issue as that series or issue.
o 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.
o 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.
o 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.
o Where payments on the Debt Securities will be made, if it is other than
the office mentioned under "Payments on Debt Securities" below.
o 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.
4
o 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.
o Any additional Events of Default or covenants that will apply to the
Debt Securities.
o 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.
o 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.
o 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.
o If amounts payable on the Debt Securities may be determined by a
currency index, information on how the payments will be determined.
o 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 The Chase Manhattan
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, 305 and 1002)
Form and Denominations
Unless we otherwise indicate in the Prospectus Supplement:
o 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.
o 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 305)
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, but does not include a plant which
we determine is not of material importance to the total business conducted by us
and our Subsidiaries, or any plant which we determine is used primarily for
transportation, marketing or warehousing.
5
This restriction does not apply to:
o purchase money liens,
o 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 (as long as we incur the indebtedness within
180 days after the acquisition or construction),
o liens on property of a Restricted Subsidiary at the time it becomes a
Restricted Subsidiary,
o 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,
o liens in connection with the acquisition or construction of Principal
Plants or additions thereto financed by tax-exempt securities,
o liens securing indebtedness owing to us or to a Restricted Subsidiary
by a Restricted Subsidiary,
o liens existing at August 1, 1995 (the date of the Indenture),
o liens required in connection with state or local governmental programs
which provide financial or tax benefits, as long as the obligations
secured are in lieu of or reduce an obligation that would have been
secured by a lien permitted under the Indenture,
o extensions, renewals or replacements of the liens referred to above, or
o 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 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, unless:
o the net proceeds of the sale are at least equal to the fair market
value of the property, and
o within 120 days of the transfer 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:
o Funded Debt secured by a mortgage, pledge or lien which is permitted
under the provisions described above under "Creation of Secured
Indebtedness,"
o Funded Debt owed to us or any Restricted Subsidiary,
o Funded Debt of a corporation existing at the time it becomes a
Restricted Subsidiary,
6
o 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 and applicable to the
Restricted Subsidiary and providing financial or tax benefits to the
Restricted Subsidiary which are not available directly to us, or not
available on as favorable terms,
o guarantees existing at August 1, 1995 (the date of the Indenture), and
o guarantees of Funded Debt with respect to which we are liable, on terms
substantially similar to the terms described below under "ABI
Co-Obligation." (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, except that
Funded Debt does not include:
(i) Any indebtedness of a person held in treasury by that person;
or
(ii) Any indebtedness with respect to which sufficient money has
been deposited or set aside to pay the indebtedness; or
(iii) Any amount representing capitalized lease obligations; or
(iv) Any indirect guarantees or other contingent obligations in
respect of indebtedness of other persons; or
(v) 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
because they are renewable or extendible) 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. (Sections 801 and 1006)
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, the interest payment dates or other
terms of payment, or reduce the percentage of holders necessary to approve a
7
modification or amendment of the Indenture, without the consent of each holder
of outstanding Debt Securities affected by the supplemental indenture. (Section
902)
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)
ABI Co-Obligation
ABI will be jointly and severally liable for the payment of the Debt
Securities. However, we may terminate ABI's obligations for the outstanding Debt
Securities if:
o ABI is not liable for any outstanding Funded Debt, as direct obligor,
co-obligor, guarantor or otherwise, except for Funded Debt permitted as
described above under "Limitation on Funded Debt of Restricted
Subsidiaries,"
o all of ABI's liability as co-obligor for our Funded Debt has been
terminated or will terminate at approximately the same time as the
termination of ABI's obligations for the Debt Securities, and
o there is no event of default or event which, with the passage of time
or giving of notice, or both, would become an event of default, as
described below.
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:
o 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
o 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) There may be additional provisions relating to defeasance
which we will describe in the Prospectus Supplement.
Events of Default, Notice and Waiver
An Event of Default in respect of any issue of Debt Securities means:
o default for 30 days in any payment of interest;
o 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;
o 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
o certain events of our bankruptcy, insolvency and reorganization.
(Section 501)
8
If an Event of Default occurred and was 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 could 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 occurred and were 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
501)
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, 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. (Sections 601 through 613)
A holder of a Debt Security will not be entitled to pursue any remedy under
the Indenture except under the following circumstances:
o the holder has notified the Trustee in writing of an Event of Default;
o 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;
o 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;
o the Trustee does not pursue the remedy for a period of 60 days; and
o 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
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 we
select, which would be indicated in the Prospectus Supplement.
9
The Chase Manhattan Bank is the Trustee under one of the Indentures. That
Indenture is dated as of August 1, 1995. As of the date of this Prospectus, an
aggregate of $2.41 billion in principal amount of Debt Securities are issued and
outstanding under that Indenture. The Chase Manhattan Bank also acts as trustee
(or successor trustee) under other Indentures with us under which an aggregate
of $970 million in principal amount of indebtedness is issued and outstanding.
The Chase Manhattan Bank also is a party to our credit agreement, under which it
has committed to lend us up to $125 million, and provides other commercial and
investment banking services to us.
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.
10
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.
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.
11
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, 1999 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.
12
================================================================================
No dealer, salesperson or other person has been authorized to give any
information or to make any representation in connection with the offer made
hereby except as contained in this prospectus, and if given or made, no such
information or representation should be relied upon as having been authorized by
us, the underwriters or our agents. Neither the delivery of this prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the information set forth herein or in our
affairs since the date hereof. This prospectus does not constitute an offer to
sell or a solicitation of an offer to buy the Debentures by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to any
person to whom it is unlawful to make such offer or solicitation.
-----------------------
TABLE OF CONTENTS
Prospectus Supplement
Page
----
Description of the Debentures.................... S-2
Underwriting .................................... S-3
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 ................................... 12
Experts.......................................... 12
================================================================================
$300,000,000
[GRAPHIC OMITTED]
ANHEUSER-BUSCH COMPANIES, INC.
6.80% Debentures
Due August 20, 2032
-----------------------
UBS Warburg
Salomon Smith Barney
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Goldman, Sachs & Co.
================================================================================