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<SEC-DOCUMENT>0001068800-02-000262.txt : 20020927
<SEC-HEADER>0001068800-02-000262.hdr.sgml : 20020927
<ACCEPTANCE-DATETIME>20020927091437
ACCESSION NUMBER: 0001068800-02-000262
CONFORMED SUBMISSION TYPE: 10-K/A
PUBLIC DOCUMENT COUNT: 11
CONFORMED PERIOD OF REPORT: 20011231
FILED AS OF DATE: 20020927
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: ANHEUSER BUSCH COMPANIES INC
CENTRAL INDEX KEY: 0000310569
STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082]
IRS NUMBER: 431162835
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-K/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-07823
FILM NUMBER: 02773796
BUSINESS ADDRESS:
STREET 1: ONE BUSCH PL
CITY: ST LOUIS
STATE: MO
ZIP: 63118-1852
BUSINESS PHONE: 3145777371
MAIL ADDRESS:
STREET 1: ONE BUSCH PL
CITY: ST LOUIS
STATE: MO
ZIP: 63118-1852
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K/A
<SEQUENCE>1
<FILENAME>tenka.txt
<DESCRIPTION>ANHEUSER-BUSCH COMPANIES, INC. FORM 10-K/A
<TEXT>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
(AMENDMENT 2)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
------------- -------------
COMMISSION FILE NUMBER 1-7823
ANHEUSER-BUSCH COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 43-1162835
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE BUSCH PLACE, ST. LOUIS, MISSOURI 63118
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 314-577-2000
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- --------------------
COMMON STOCK--$1 PAR VALUE NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
6 1/2% DEBENTURES DUE JANUARY 1, 2028 NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
--------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No .
--- ---
<PAGE>
<PAGE>
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by
nonaffiliates of the registrant.
$44,246,817,824 AS OF FEBRUARY 28, 2002
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.
$1 PAR VALUE COMMON STOCK 897,119,827 SHARES AS OF MARCH 11, 2002
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Annual Report to Shareholders for
the Year Ended December 31, 2001........... PART I, PART II, and PART IV
Portions of Definitive Proxy Statement for
Annual Meeting of Shareholders on April 24,
2002....................................... PART III
========================================================================
This Form 10-K/A is filed pursuant to Rule 15d-21 promulgated under
the Securities Exchange Act of 1934, as amended, and is submitted in
order to file with the Securities and Exchange Commission the financial
statements of three employee benefit plans: the Anheuser-Busch Deferred
Income Stock Purchase and Savings Plan, the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For Employees Covered by a Collective
Bargaining Agreement) and the Anheuser-Busch Deferred Income Stock Purchase
and Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies,
Inc. and its Subsidiaries), each for the year ended March 31, 2002. This
Form 10-K/A does not contain any financial statements or financial
information of Anheuser-Busch Companies, Inc. Accordingly, the certifications
made below concerning the absence of misstatements and omissions in the
report and the fair presentation by the financial statements included in the
report apply to these three employee benefit plans and not to Anheuser-Busch
Companies, Inc.
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, this Form 10-K/A is accompanied by certifications
of the Chief Executive Officer and Chief Financial Officer of Anheuser-Busch
Companies, Inc. The certifications are attached hereto as exhibits.
<PAGE>
<PAGE>
Item 14(a)(3) on pages 9 through 11 of the Annual Report on Form 10-K for
the fiscal year ended December 31, 2001 is amended by the addition of the
following exhibits:
Exhibit 1.1 -Form of Selling Agent Agreement
Exhibit 4.5 -Form of Inter Note
Exhibit 23.2 -Consent of Independent Accountants
Exhibit 23.3 -Consent of Independent Accountants
Exhibit 23.4 -Consent of Independent Accountants
Exhibit 99.2 -Form 11-K, Annual Report of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan for the fiscal year ended
March 31, 2002.
Exhibit 99.3 -Form 11-K, Annual Report of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For Employees Covered by a
Collective Bargaining Agreement) for the fiscal year ended
March 31, 2002.
Exhibit 99.4 -Form 11-K, Annual Report of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For Certain Hourly Employees
of Anheuser-Busch Companies, Inc. and its Subsidiaries) for
the fiscal year ended March 31, 2002.
Exhibit 99.5 -Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Exhibit 99.6 -Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Item 14(b). Controls and Procedures. Not Applicable.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to report
to be signed on its behalf by the undersigned, thereunto duly authorized.
ANHEUSER-BUSCH COMPANIES, INC.
-----------------------------------
(Registrant)
By /s/ JOBETH G. BROWN
-----------------------------------
JoBeth G. Brown
Vice President and Secretary
Date: September 27, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
<TABLE>
<C> <S> <C>
* Patrick T. Stokes Chief Executive Officer and President September 27, 2002
- ------------------------------- and Director (Principal Executive
(Patrick T. Stokes) Officer)
* W. Randolph Baker Vice President and Chief Financial September 27, 2002
- ------------------------------- Officer (Principal Financial Officer)
(W. Randolph Baker)
* John F. Kelly Vice President and Controller September 27, 2002
- ------------------------------- (Principal Accounting Officer)
(John F. Kelly)
* August A. Busch III Chairman of the Board and Director September 27, 2002
- -------------------------------
(August A. Busch III)
* Bernard A. Edison Director September 27, 2002
- -------------------------------
(Bernard A. Edison)
* Carlos Fernandez G. Director September 27, 2002
- -------------------------------
(Carlos Fernandez G.)
* John E. Jacob Director September 27, 2002
- -------------------------------
(John E. Jacob)
* James R. Jones Director September 27, 2002
- -------------------------------
(James R. Jones)
* Charles F. Knight Director September 27, 2002
- -------------------------------
(Charles F. Knight)
* Vernon R. Loucks, Jr. Director September 27, 2002
- -------------------------------
(Vernon R. Loucks, Jr.)
* Vilma S. Martinez Director September 27, 2002
- -------------------------------
(Vilma S. Martinez)
<PAGE>
<PAGE>
* James B. Orthwein Director September 27, 2002
- -------------------------------
(James B. Orthwein)
* William Porter Payne Director September 27, 2002
- -------------------------------
(William Porter Payne)
* Joyce M. Roche Director September 27, 2002
- -------------------------------
(Joyce M. Roche)
Director September 27, 2002
- -------------------------------
Henry Hugh Shelton
* Andrew C. Taylor Director September 27, 2002
- -------------------------------
(Andrew C. Taylor)
* Douglas A. Warner III Director September 27, 2002
- -------------------------------
(Douglas A. Warner III)
* Edward E. Whitacre, Jr. Director September 27, 2002
- -------------------------------
(Edward E. Whitacre, Jr.)
<FN>
* /s/ JOBETH G. BROWN
- ------------------------------- September 27, 2002
JoBeth G. Brown
Attorney in Fact
</TABLE>
<PAGE>
<PAGE>
I, Patrick T. Stokes, certify that:
1. I have reviewed this annual report on Form 10-K of Anheuser-Busch
Companies, Inc;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods
presented in this annual report;
Date: September 27, 2002 /s/ Patrick T. Stokes
------------------------
Chief Executive Officer
and President
I, W. Randolph Baker, certify that:
1. I have reviewed this annual report on Form 10-K of Anheuser-Busch
Companies, Inc;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods
presented in this annual report;
Date: September 27, 2002 /s/ W. Randolph Baker
------------------------
Vice President and
Chief Financial Officer
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit 1.1 -Form of Selling Agent Agreement
Exhibit 4.5 -Form of Inter Note
Exhibit 23.2 -Consent of Independent Accountants
Exhibit 23.3 -Consent of Independent Accountants
Exhibit 23.4 -Consent of Independent Accountants
Exhibit 99.2 -Form 11-K, Annual Report of the Anheuser-Busch
Deferred Income Stock Purchase and Savings Plan
for the fiscal year ended March 31, 2002.
Exhibit 99.3 -Form 11-K, Annual Report of the Anheuser-Busch
Deferred Income Stock Purchase and Savings Plan
(For Employees Covered by a Collective Bargaining
Agreement) for the fiscal year ended March 31,
2002.
Exhibit 99.4 -Form 11-K, Annual Report of the Anheuser-Busch
Deferred Income Stock Purchase and Savings Plan
(For Certain Hourly Employees of Anheuser-Busch
Companies, Inc. and its Subsidiaries) for the
fiscal year ended March 31, 2002.
Exhibit 99.5 -Certification of Chief Executive Officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.6 -Certification of Chief Financial Officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>3
<FILENAME>exh1p1.txt
<DESCRIPTION>FORM OF SELLING AGENT AGREEMENT
<TEXT>
<PAGE>
Exhibit 1.1
The Registrant may enter into a Selling Agent Agreement substantially
in the form of the following exhibit relating to the offer and sale of
certain debt securities to be issued by the registrant from time to time
pursuant to its Registration Statement No. 333-96635, filed with the
Commission on July 17, 2002. This Report is incorporated by reference in
such Registration Statement.
<PAGE>
<PAGE>
SELLING AGENT AGREEMENT
by and among
ANHEUSER-BUSCH COMPANIES, INC.
and the
Agents named herein
[___________], 2002
<PAGE>
<PAGE>
[__________], 2002
To the Agents listed on
the signature page hereto.
ANHEUSER-BUSCH COMPANIES, INC., a Delaware corporation (the "Company"),
proposes to issue and sell up to $_____________ aggregate principal amount
of its Anheuser-Busch Companies, Inc. InterNotes(SM)(or the equivalent
thereof in other currencies including composite currencies) due nine months
or more from date of issue (the "Notes"). The Notes are to be issued under
an Indenture dated as of July 1, 2001 (the "Indenture") between the Company
and JPMorgan Chase Bank (formerly The Chase Manhattan Bank) (the "Trustee")
and will be issued in such currencies and in such denominations thereof and
will bear interest at such rates to be provided in a supplement to the
Prospectus referred to below.
Subject to the terms and conditions contained in this Agreement, the
Company hereby (1) appoints Incapital LLC as purchasing agent (the
"Purchasing Agent"), (2) appoints each of you as agent of the Company
("Agent"), on a non-exclusive basis, for the purpose of soliciting offers to
purchase the Notes and each of you hereby agrees to use your reasonable best
efforts to solicit offers to purchase Notes upon terms acceptable to the
Company at such times and in such amounts as the Company shall from time to
time specify and in accordance with the terms hereof, and after consultation
with the Purchasing Agent, and (3) agrees that whenever the Company
determines to sell Notes pursuant to this Agreement, such Notes shall be
sold pursuant to a Terms Agreement (as defined herein) relating to such sale
in accordance with the provisions of Section 5 hereof between the Company
and the Purchasing Agent, with the Purchasing Agent purchasing such Notes as
principal for resale to other Agents or dealers (the "Selected Dealers"),
each of whom will purchase as principal. The Company reserves the right to
enter into agreements substantially identical hereto with other agents.
1. REGISTRATION STATEMENT.
The Company has filed with the Securities and Exchange Commission (the
"SEC") a registration statement on Form S-3 (No. 333-96635), relating to its
debt securities, including the Notes, and the offering thereof from time to
time, in accordance with Rule 415 under the Securities Act of 1933, as
amended (the "1933 Act"). Such registration statement, including the
prospectus constituting a part thereof and the exhibits thereto, as amended
at the date of the sale of any Notes, is hereinafter referred to as the
"Registration Statement." The Indenture has been qualified under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"). The Company
proposes to file with the SEC from time to time, pursuant to Rule 424(b)
under the 1933 Act, supplements to the prospectus relating to the Notes
included in the Registration Statement, which will describe certain terms of
the Notes. Such prospectus in the form in which it appears in the
Registration Statement is called the "Basic Prospectus." The term
"Prospectus" means the Basic Prospectus together with the prospectus
supplement or supplements specifically relating to any Notes sold pursuant
to this Agreement (the "Prospectus Supplement"), as filed with the SEC
pursuant to Rule 424 under the 1933 Act. Any reference herein to the
Registration Statement, Basic Prospectus and Prospectus shall be deemed to
refer to and include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under the Securities
Exchange Act of 1934, as amended (the "1934 Act").
2. CONDITIONS TO AGENTS' OBLIGATIONS
The Agents' obligations hereunder are subject to the following
conditions:
(a) On the date hereof, the Agents shall have received the
following legal opinions, dated as of the date hereof and in form and
substance reasonably satisfactory to the Agents:
(i) an opinion of the General Counsel or Associate General
Counsel of the Company, substantially in the form heretofore
delivered to each of you; and
<PAGE>
<PAGE>
(ii) an opinion of Bryan Cave LLP or other counsel to the
Company, substantially in the form heretofore delivered to each of
you.
(b) On the date hereof, the Agents shall have received a
certificate of the Company, signed by the Chairman of the Board, the
President, the Treasurer, any Assistant Treasurer, or any Vice President,
dated as of the date hereof, to the effect that, to the best of the
knowledge of the signer of such certificate (i) since the date of the most
recent financial statements included or incorporated by reference in the
Prospectus, as amended or supplemented, there has been no material adverse
change in the condition of the Company and its subsidiaries, taken as a
whole, from that set forth in the Registration Statement and the Prospectus,
as amended or supplemented, (ii) the other representations and warranties of
the Company contained in this Agreement are true and correct in all material
respects on and as of the date of such certificate, (iii) the Company has
performed or complied with all agreements and satisfied all conditions on
its part to be performed or satisfied hereunder at or prior to the date of
such certificate, and (iv) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose
have been instituted or threatened by the SEC.
(c) On the date hereof, the Agents shall have received a letter
from the Company's independent public accountants, dated as of the date
hereof and in form and substance reasonably satisfactory to the Agents,
confirming that they are independent public accountants with respect to the
Company and its subsidiaries within the meaning of the 1933 Act and the
regulations promulgated thereunder (the "1933 Act Regulations"), and
containing statements and information of the type ordinarily included in
accountants' "comfort letters" to underwriters with respect to the financial
statements and certain financial information contained in or incorporated by
reference into the Registration Statement and the Prospectus.
(d) On the date hereof, counsel to the Agents shall have been
furnished with such documents and opinions as such counsel may reasonably
require for the purpose of enabling such counsel to pass upon the issuance
and sale of Notes as herein contemplated, or in order to evidence the
accuracy and completeness of any of the representations and warranties, or
the fulfillment of any of the conditions, contained herein; and all
proceedings taken by the Company in connection with the issuance and sale of
Notes as herein contemplated shall be reasonably satisfactory in form and
substance to the Purchasing Agent and to counsel to the Agents.
The obligations of the Purchasing Agent to purchase Notes as
principal, both under this Agreement and under any Terms Agreement, are
subject to the conditions that (i) no stop order suspending the
effectiveness of the Registration Statement shall be in effect, and no
proceedings for such purpose shall be pending before or threatened by the
SEC and (ii) there shall have been no material adverse change in the
condition of the Company and its subsidiaries, taken as a whole, from that
set forth in the Registration Statement or the Prospectus, as supplemented
or amended, each of which conditions shall be met on the date of the Terms
Agreement and on the corresponding Settlement Date (as defined herein).
Further, if specifically called for by any written agreement by the
Purchasing Agent, including a Terms Agreement, to purchase Notes as
principal, the Purchasing Agent's obligations hereunder and under such
agreement, shall be subject to such additional conditions, including those
set forth in clauses (a), (b) and (c) above, as agreed to by the parties,
each of which such agreed conditions shall be met on the corresponding
Settlement Date.
3. COVENANTS OF THE COMPANY.
In further consideration of your agreements herein contained, the
Company covenants as follows:
(a) The Company will notify the Agents immediately of (i) the
effectiveness of any amendment to the Registration Statement, (ii) the
filing of any amendment or supplement to the Basic Prospectus or any
document to be filed pursuant to the 1934 Act which will be incorporated by
reference in the Basic Prospectus, (iii) any request by the SEC for any
amendment or supplement to the Basic Prospectus or for
2
<PAGE>
<PAGE>
additional information relating thereto (other than such a request with
respect to a document filed with the SEC pursuant to the 1934 Act which will
be incorporated by reference in the Basic Prospectus), and (iv) the issuance
by the SEC of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for that
purpose. The Company will use its reasonable best efforts to prevent the
issuance of any such stop order and, if issued, to obtain as soon as
possible the withdrawal thereof.
(b) The Company will give the Agents notice of its intention to
file or prepare any amendment to the Registration Statement or any
Prospectus Supplement relating to the Notes (other than an amendment or
supplement providing solely for a change in the interest rates or maturity
dates of Notes or similar changes or an amendment or supplement effected by
the filing of a document with the SEC pursuant to the 1934 Act) and, upon
request, will furnish the Agents with copies of any such registration
statement or amendment or supplement proposed to be filed or prepared a
reasonable time in advance of such proposed filing or preparation, as the
case may be, and will not file any such registration statement or amendment
or supplement in a form as to which the Agents or your counsel reasonably
object; provided, however, that (1) the foregoing requirement shall not
apply (i) to any of the Company's periodic filings with the SEC required to
be filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act,
copies of which filings the Company will cause to be delivered to you
promptly after being filed with the SEC, or (ii) to any supplements which
relate to securities offered pursuant to arrangements with other purchasers
or agents, and which do not relate to the Notes being offered by you and (2)
in the case of a supplement which relates to the Notes being offered by
some, but not all, of the Agents, the Company shall not be required to
provide a copy to the other Agents. Subject to the foregoing sentence, the
Company will promptly cause each Prospectus Supplement to be filed with the
SEC pursuant to Rule 424(b).
(c) The Company will deliver to the Agents without charge a copy
of the Registration Statement (as originally filed) and of each amendment
thereto (including exhibits filed therewith or incorporated by reference
therein and documents incorporated by reference in the Prospectus). The
Company will furnish to the Agents as many copies of the Prospectus (as
amended or supplemented) as the Agents shall reasonably request so long as
the Agents are required to deliver a Prospectus in connection with sales or
solicitations of offers to purchase the Notes under the 1933 Act.
(d) The Company will prepare, with respect to any Notes to be sold
through or to the Agents pursuant to this Agreement, a pricing supplement
with respect to such Notes in substantially the form attached as Exhibit D
(a "Pricing Supplement") and will file such Pricing Supplement with the SEC
pursuant to Rule 424(b) under the 1933 Act not later than the close of
business on the second business day after the date on which such Pricing
Supplement is first used.
(e) Except as otherwise provided in subsection (i) of this
Section, if at any time during the term of this Agreement any event shall
occur or condition exist as a result of which it is necessary, in the
reasonable opinion of your counsel or counsel for the Company, to further
amend or supplement the Prospectus in order that the Prospectus will not
include an untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein not misleading in
light of the circumstances existing at the time the Prospectus is delivered
to a purchaser, or if it shall be necessary, in the reasonable opinion of
either such counsel, to amend or supplement the Registration Statement or
the Prospectus in order to comply with the requirements of the 1933 Act or
the 1933 Act Regulations, immediate notice shall be given, and confirmed in
writing, to the Agents to cease the solicitation of offers to purchase the
Notes and to cease sales of any Notes by the Purchasing Agent, and the
Company will promptly prepare and file with the SEC such amendment or
supplement, whether by filing documents pursuant to the 1934 Act, the 1933
Act or otherwise, as may be necessary to correct such untrue statement or
omission or to make the Registration Statement and Prospectus comply with
such requirements.
(f) The Company will make generally available to its security
holders and to the Agents as soon as practicable an earnings statement (in
form complying with the provisions of Section 11(a) and of Rule
3
<PAGE>
<PAGE>
158 under the 1933 Act) covering a twelve-month period beginning after the
date of the sale of any of the Notes hereunder.
(g) The Company will endeavor to qualify the Notes for offering
and sale under the applicable securities or Blue Sky laws of such states and
other jurisdictions of the United States as the Agents may reasonably
request; provided, however, that the Company shall not be obligated to file
any general consent to service of process or to qualify as a foreign
corporation in any jurisdiction in which it is not so qualified.
(h) The Company, during the period when the Prospectus is required
to be delivered under the 1933 Act, will file promptly all documents
required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act.
(i) The Company shall not be required to comply with the
provisions of subsection (e) of this Section or the provisions of Sections
7(b), (c) and (d) during any period from the time (i) the Agents have
suspended solicitation of purchases of the Notes pursuant to a direction
from the Company and (ii) the Agents shall not then hold any Notes as
principal purchased from the Purchasing Agent to the time the Company shall
determine that solicitation of purchases of the Notes should be resumed or
shall subsequently agree for the Purchasing Agent to purchase Notes as
principal.
(j) If, at any time when a prospectus relating to the Notes is
required to be delivered under the 1933 Act, any event occurs or condition
exists as a result of which the Registration Statement or the Prospectus as
then amended or supplemented would include an untrue statement of a material
fact, or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or if, in the opinion of the Company, it is necessary at any
time to amend or supplement the Registration Statement or the Basic
Prospectus, as then amended or supplemented, to comply with the 1933 Act,
the Company promptly will notify you to suspend solicitation of offers to
purchase Notes and, if so notified by the Company, you shall forthwith
suspend such solicitation and cease using the Prospectus, as then amended or
supplemented; and in such circumstance, the Company shall amend or
supplement the Registration Statement or Prospectus, as then amended or
supplemented, the Company will so advise you promptly by telephone (with
confirmation in writing) and will prepare and cause to be filed promptly
with the SEC an amendment or supplement to the Registration Statement or
Prospectus, as then amended or supplemented, which will include a
description of such facts or events and/or will correct such statement or
omission or effect such compliance and will supply such amended or
supplemented Prospectus to each of you in such quantities as each of you may
reasonably request; and, if such amendment or supplement and any documents,
certificates and opinions furnished to each of you pursuant to paragraphs
(b), (c) and (d) of Section 7 below in connection with the preparation or
filing of such amendment or supplement are reasonably satisfactory in all
respects to each of you, upon the filing of such amendment or supplement
with the SEC or effectiveness of an amendment to the Registration Statement
you will resume the solicitation of offers to purchase the Notes hereunder.
Notwithstanding the foregoing, the provisions of this Section may be
modified by the parties in any Terms Agreement or schedule thereto.
4. SOLICITATION OF OFFERS FOR NOTES.
(a) The Agents propose to solicit offers to purchase the Notes
upon the terms and conditions set forth herein and in the Prospectus and
upon the terms communicated to the Agents from time to time by the Company
or the Purchasing Agent, as the case may be. For the purpose of such
solicitation the Agents will use the Prospectus as then amended or
supplemented, and the Agents will solicit offers to purchase only as
permitted or contemplated thereby and herein and will solicit offers to
purchase the Notes only as permitted by the 1933 Act and the applicable
securities laws or regulations of any jurisdiction, and each of the Agents
hereby represents and agrees that it will not make any representations or
use any information other than that set forth in the Prospectus as then
amended or
4
<PAGE>
<PAGE>
supplemented or solicit any offer to purchase the Notes other than by means
of the Prospectus as then amended or supplemented. The Company reserves the
right, in its sole discretion, to suspend solicitation of offers to purchase
the Notes commencing at any time for any period of time or permanently. Upon
receipt of instructions (which may be given orally) from the Company, the
Agents will suspend promptly solicitation of offers to purchase until such
time as the Company has advised the Agents that such solicitation may be
resumed.
Unless otherwise instructed by the Company, the Agents are
authorized to solicit offers to purchase the Notes only in
denominations of $1,000 or more (in multiples of $1,000). The Agents
are not authorized to appoint subagents or to engage the services of
any other broker or dealer in connection with the offer or sale of the
Notes without the consent of the Company. Unless otherwise instructed
by the Company, the Purchasing Agent shall communicate to the Company,
orally or in writing, each offer to purchase Notes. The Company shall
have the sole right to accept offers to purchase Notes and may reject
any proposed offers to purchase Notes as a whole or in part. Each Agent
shall have the right, in its discretion reasonably exercised, to reject
any proposed purchase of Notes, as a whole or in part, and any such
rejection shall not be deemed a breach of its agreements contained
herein. The Company agrees to pay the Purchasing Agent, as
consideration for soliciting offers to purchase Notes pursuant to a
Terms Agreement, a concession in the form of a discount equal to the
percentages of the initial offering price of each Note actually sold as
set forth in Exhibit A hereto (the "Concession"). The Purchasing Agent
and the other Agents or Selected Dealers will share the above-mentioned
Concession in such proportions as they may agree.
Unless otherwise authorized by the Company, all Notes shall be sold
to the public at a purchase price not to exceed 100% of the principal
amount thereof, plus accrued interest, if any. Such purchase price
shall be set forth in the confirmation statement of the Agent or
Selected Dealer responsible for such sale and delivered to the
purchaser along with a copy of the Prospectus (if not previously
delivered) and Pricing Supplement.
(b) Procedural details relating to the issue and delivery of, and
the solicitation of purchases and payment for, the Notes are set forth in
the Administrative Procedures attached hereto as Exhibit B (the
"Procedures"), as amended from time to time. Unless otherwise provided in a
Terms Agreement, the provisions of the Procedures shall apply to all
transactions contemplated hereunder. The Agents and the Company each agree
to perform the respective duties and obligations specifically provided to be
performed by each in the Procedures as amended from time to time. The
Procedures may only be amended by written agreement of the Company and the
Agents.
5. TERMS AGREEMENT.
Each sale of Notes shall be made in accordance with the terms of this
Agreement and a separate agreement (a "Terms Agreement") to be entered into
which will provide for the sale of such Notes to, and the purchase and
reoffering thereof, by the Purchasing Agent as principal (which may be
substantially in the form of Exhibit C attached hereto or which may be an
oral agreement confirmed by an exchange of a standard form of a written
confirmation between an Agent and the Company). A Terms Agreement may also
specify certain provisions relating to the reoffering of such Notes by the
Purchasing Agent. The offering of Notes by the Company hereunder and the
Purchasing Agent's agreement to purchase Notes pursuant to any Terms
Agreement shall be deemed to have been made on the basis of the
representations, warranties and agreements of the Company herein contained
and shall be subject to the terms and conditions herein set forth. Each
Terms Agreement (whether pursuant to a Terms Agreement substantially in the
form of Exhibit C attached hereto or a written confirmation as described
above) shall describe the Notes to be purchased pursuant thereto by the
Purchasing Agent as principal, and may specify, among other things, the
principal amount of Notes to be purchased, the interest rate or formula and
maturity date or dates of such Notes, the interest payment dates, if any,
the net proceeds to the Company, the initial public offering price at which
the Notes are proposed to be reoffered, and the time and place of delivery
of and payment for such Notes (the "Settlement Date"), whether the Notes
provide
5
<PAGE>
<PAGE>
for a Survivor's Option, whether the Notes are redeemable or repayable and
on what terms and conditions, and any other relevant terms. In connection
with the resale of the Notes purchased, without the consent of the Company,
the Agents are not authorized to appoint subagents or to engage the service
of any other broker or dealer, nor may you reallow any portion of the
Concession paid to you. Any sales in connection with fixed price offerings
shall be at a discount which shall not exceed the amount set forth in the
Prospectus, as amended or supplemented, in connection with the sale of such
Notes.
6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents and warrants to the Agents as of the date
hereof, as of the date of each acceptance by the Company of an offer for the
purchase of Notes (including any purchase by the Purchasing Agent as
principal, pursuant to a Terms Agreement or otherwise), as of each
Settlement Date, and as of any time that the Registration Statement or the
Prospectus shall be amended or supplemented (if such amendment or supplement
applies to the Notes) or there is filed with the SEC any document
incorporated by reference into the Prospectus (each of the times referenced
above being referred to herein as a "Representation Date") as follows:
(a) The Company meets the requirements for use of Form S-3
under the 1933 Act, and has filed with the SEC the Registration
Statement. The Indenture has been qualified under the Trust
Indenture Act and the Company has duly authorized the issuance of
the Notes. The Registration Statement, as amended at the date of
this Agreement, meets the requirements set forth in Rule
415(a)(1)(x) under the Act and complies in all other material
aspects with said Rule.
(b) (i) Each document, if any, filed or to be filed pursuant
to the 1934 Act and incorporated by reference in the Prospectus
complied, or will comply, when so filed in all material respects
with such Act and the rules and regulations thereunder, (ii) each
part of the Registration Statement (including the documents
incorporated by reference therein), filed with the SEC pursuant to
the 1933 Act relating to the Notes, when such part became
effective, did not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (iii) the
Registration Statement and the Prospectus comply and, as amended
or supplemented, if applicable, will comply in all material
respects with the 1933 Act and the applicable rules and
regulations thereunder and (iv) the Registration Statement and the
Prospectus at the date of the Prospectus Supplement do not contain
and, as further amended or supplemented, if applicable, as of
their respective dates, will not contain any untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading, except that the representations and warranties set
forth in this Section 6(b) do not apply to statements or omissions
in the Registration Statement or the Prospectus which are based
upon information furnished to the Company in writing by you
expressly for use therein or to that part of the Registration
Statement which shall constitute the Statement of Eligibility and
Qualification of the Trustee (Form T-1) under the Trust Indenture
Act of the Trustee.
7. AFFIRMATION OF REPRESENTATIONS; AMENDMENTS TO REGISTRATION STATEMENT.
(a) Each acceptance by the Company of an offer for the purchase of
Notes and each sale of Notes to any of you pursuant to a Terms Agreement
shall be deemed to be an affirmation that the representations and warranties
of the Company contained in this Agreement and in any certificate
theretofore delivered to any of you pursuant hereto are true and correct in
all material respects at the time of such acceptance or sale, as the case
may be, and an undertaking that such representations and warranties will be
true and correct in all material respects at the time of delivery to the
purchaser or his agent, or to each of you, of the Notes relating to such
acceptance or sale, as the case may be, as though made at and as of each
such time (and it is understood that such representations and warranties
shall relate to the Registration Statement and the Basic Prospectus as
amended and supplemented to each such time).
6
<PAGE>
<PAGE>
(b) Each time the Registration Statement or the Basic Prospectus
is amended or supplemented (other than by an amendment or supplement
providing solely for a change in the interest rates or maturities offered on
the Notes, for a change deemed immaterial in your reasonable opinion or for
the terms of securities not being offered by you), or if so indicated in the
applicable Terms Agreement, each time the Company sells Notes to any of you
pursuant to a Terms Agreement, the Company will deliver or cause to be
delivered forthwith to the applicable Agent a certificate of the Company
signed by the Chairman of the Board, the President, the Treasurer, any
Assistant Treasurer or any Vice President, dated the date of the
effectiveness of such amendment or the date of filing of such supplement, or
the date of such sale, as the case may be, in form reasonably satisfactory
to the applicable Agent, to the effect that the statements of the Company
contained in the certificate referred to in Section 2(b) which was last
furnished to such Agent (either pursuant to Section 2(b) or pursuant to this
Section 7(b)), are true and correct as though made at and as of such time
(except that such statements shall be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented to such time) or,
in lieu of such certificate, a certificate of the same tenor as the
certificate referred to in Section 2(b) relating to the Registration
Statement and the Prospectus as amended and supplemented to the time of
delivery of such certificate.
(c) Each time the Registration Statement or the Basic Prospectus
is amended or supplemented (other than by an amendment or supplement
providing solely for a change in the interest rates or maturities offered on
the Notes, for a change deemed immaterial in your reasonable opinion or for
the terms of securities not being offered by you), if in your reasonable
judgment the information contained in the amendment or supplement is of such
a nature that opinions of counsel should be furnished, or if so indicated in
the applicable Terms Agreement, each time the Company sells Notes to any of
you pursuant to a Terms Agreement, the Company shall furnish or cause to be
furnished forthwith to the applicable Agent a written opinion of counsel for
the Company. Any such opinion shall be dated the date of the effectiveness
of such amendment or the date of filing of such supplement, or the date of
such sale, as the case may be, in a form satisfactory to such Agent and
shall be of the same tenor as the opinion referred to in Section 2(a) but
modified to relate to the Registration Statement and the Basic Prospectus as
amended and supplemented to the time of delivery of such opinions. In lieu
of any opinion, counsel last furnishing such an opinion to such Agent may
furnish to such Agent a letter to the effect as though it were dated the
date of such letter authorizing reliance on such last opinion (except that
statements in such last opinion will be deemed to relate to the Registration
Statement and the Basic Prospectus as amended and supplemented to the time
of delivery of such letter authorizing reliance).
(d) Each time the Registration Statement or the Basic Prospectus
is amended or supplemented (other than by an amendment or supplement
providing solely for a change in the interest rates or maturities offered on
the Notes, for a change deemed immaterial in your reasonable opinion or for
the terms of securities not being offered by you), or to set forth amended
or supplemental financial information which is included or incorporated by
reference in the Registration Statement or the Basic Prospectus, or if so
indicated in the applicable Terms Agreement, each time the Company sells
Notes to you pursuant to a Terms Agreement, the Company shall cause its
independent public accountants forthwith to furnish you with a letter, dated
the date of the effectiveness of such amendment or the date of filing of
such supplement, or the date of such sale, as the case may be, in a form
reasonably satisfactory to you, of the same tenor as the letter referred to
in Section 2(c) but modified to relate to the Registration Statement and the
Basic Prospectus as amended or supplemented to the date of such letter with
such changes as may be necessary to reflect such amended or supplemented
financial information included or incorporated by reference in the
Registration Statement or the Basic Prospectus as amended or supplemented,
provided, however, that, with respect to any financial information or other
matter, such letter may reconfirm as true and correct at such date, as
though made at and as of such date, rather than repeat statements concerning
such financial information or other matters made in the letter referred to
in Section 2(c) hereof which was last furnished to the Agent.
7
<PAGE>
<PAGE>
8. INDEMNIFICATION.
(a) The Company agrees to indemnify and hold harmless each of you
and each person, if any, who controls any of you within the meaning of
either Section 15 of the Act or Section 20 of the 1934 Act from and against
any and all losses, claims, damages or liabilities (including the reasonable
fees and expenses of counsel in connection with any governmental or
regulatory investigation or proceeding) caused by any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement as originally filed or in any amendment thereof or the Prospectus
(if used within the period set forth in [paragraph (c) of Section 3] hereof
and as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that the
Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability is caused by any such untrue statement or
alleged untrue statement or omission or alleged omission made therein based
upon information furnished in writing to the Company by any of you
specifically for use in connection with the preparation thereof or made
therein in the Statement of Eligibility and Qualification of the Trustee
(Form T-1) under the Trust Indenture Act of the Trustee.
(b) Each Agent agrees severally to indemnify and hold harmless the
Company, its directors, its officers who sign the Registration Statement and
any person controlling the Company to the same extent as the foregoing
indemnity from the Company to each of you, but only with reference to
information relating to such Agent furnished in writing by such Agent
expressly for use in the Registration Statement or the Prospectus.
(c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either paragraph (a) or (b) above, such
person (the "indemnified party") shall promptly notify the person against
whom such indemnity may be sought (the "indemnifying party") in writing and
the indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in
such proceeding and shall pay the fees and disbursements of such counsel
related to such proceeding. In any such proceeding, any indemnified party
shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such indemnified party unless (i)
the indemnifying party and the indemnified party shall have mutually agreed
to the retention of such counsel or (ii) the named parties to any such
proceeding (including any impleaded parties) include both the indemnifying
party and the indemnified party and representation of both parties by the
same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the indemnifying party shall
not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate
firm (in addition to any local counsel) for all such indemnified parties and
that all such reasonable fees and expenses shall be reimbursed as they are
incurred. Such firm shall be designated in writing by you in the case of
parties indemnified pursuant to paragraph (a) above and by the Company in
the case of parties indemnified pursuant to paragraph (b) above. The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees
to indemnify the indemnified party from and against any loss or liability by
reason of such settlement or judgment.
9. TERMINATION.
The Company may elect to suspend or terminate the offering of Notes
under this Agreement at any time; the Company also (as to any one or more of
the Agents) or any Agent (as to itself) may terminate the appointment and
arrangements described in this Agreement. Upon receipt of instructions from
the Company, the Purchasing Agent shall suspend or terminate the
participation of any Selected Dealer
8
<PAGE>
<PAGE>
specified by the Company. The Company shall promptly notify the other
parties in writing of any such termination.
The Purchasing Agent may, and, upon the request of an Agent with
respect to any Notes being purchased by such Agent shall, terminate any
agreement hereunder by the Purchasing Agent to purchase such Notes,
immediately upon notice to the Company at any time prior to the Settlement
Date relating thereto, (i) if there has been, since the date of such
agreement or since the respective dates as of which information is given in
the Registration Statement, any material adverse change in the condition of
the Company and its subsidiaries considered as one enterprise, or (ii) if
there shall have occurred, since the date of such agreement, any outbreak or
material escalation of hostilities or other national or international
calamity or crisis, financial or otherwise, the effect of which is such as
to make it, in the sole judgment of the Purchasing Agent or such Agent,
impracticable to market the Notes or enforce contracts for the sale of the
Notes, or (iii) if, since the date of such agreement, trading in any
securities of the Company has been suspended by the SEC or a national
securities exchange, or if trading generally on either the American Stock
Exchange or the New York Stock Exchange shall have been suspended, or
minimum or maximum prices for trading have been fixed, or maximum ranges for
prices for securities have been required, by either of said exchanges or by
order of the SEC or any other governmental authority, or (iv) if, since the
date of such agreement, a banking moratorium shall have been declared by
either Federal or New York authorities.
Any Terms Agreement shall be subject to termination on the terms set
forth or incorporated by reference therein. The termination of this
Agreement shall not require termination of any agreement by the Purchasing
Agent to purchase Notes as principal, and the termination of any such
agreement shall not require termination of this Agreement.
If this Agreement is terminated, Section 3(c) and (e), Section 8 and
Section 10(c) hereof shall survive and shall remain in effect; provided that
if at the time of termination of this Agreement an offer to purchase Notes
has been accepted by the Company but the time of delivery to the Purchasing
Agent of such Notes has not occurred, the provisions of all of Section 3,
Section 4(b) and Section 5 shall also survive until time of delivery.
10. MISCELLANEOUS.
(a) All communications hereunder will be in writing and effective
only on receipt, and if sent to any of you, will be mailed, delivered, sent
via facsimile to the addresses and facsimile numbers set forth on Annex A
hereto, or if sent to the Company, will be mailed, delivered, sent via
facsimile transmission (314-765-9005) to it at One Busch Place, St. Louis,
Missouri 63118, Attention: Vice President and Treasurer; with copies to the
Vice President and Secretary and to the Vice President and General Counsel
at the same address. Such addresses for notices may be changed by any party
by written notice to the others as aforesaid.
(b) This Agreement shall be binding upon the Agents and the
Company, and inure solely to the benefit of the Agents and the Company and
any other person expressly entitled to indemnification hereunder and the
respective personal representatives, successors and assigns of each, and no
other person shall acquire or have any rights under or by virtue of this
Agreement.
(c) This Agreement shall be governed by and construed in
accordance with the substantive laws of the State of New York.
(d) If this Agreement is executed by or on behalf of any party,
such person hereby states that at the time of the execution of this
Agreement he has no notice of revocation of the power of attorney by which
he has executed this Agreement as such attorney.
(e) The Company will pay all expenses incident to the performance
of its obligations under this Agreement, including: (i) the preparation and
filing of the Registration Statement and all amendments
9
<PAGE>
<PAGE>
thereto, (ii) the preparation, issuance and delivery of the Notes, (iii) the
fees and disbursements of the Company's accountants and of the Trustee and
its counsel, (iv) the reasonable fees and disbursements of counsel for the
Agents in connection with the preparation of this Agreement and the
prospectus supplement relating to the Notes, (v) the qualification of the
Notes under securities laws in accordance with the provisions of Section
3(g), including filing fees and the reasonable fees and disbursements to
counsel in connection therewith, (vi) the printing and delivery to you in
quantities as hereinabove stated of copies of the Registration Statement and
all amendments or supplements thereto, (vii) the printing and delivery to
you of copies of the Indenture, (viii) any fees charged by rating agencies
for the rating of the Notes, (ix) any advertising expenses incurred with the
approval of the Company, and (x) the fees and expenses, if any, incurred
with respect to any filing with the National Association of Securities
Dealers, Inc.
(f) This Agreement may be executed by each of the parties hereto
in any number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered,
shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument. Facsimile signatures shall be
deemed original signatures.
If the foregoing is in accordance with your understanding, please sign
and return to us a counterpart hereof, and upon acceptance hereof by you,
this letter and such acceptance hereof shall constitute a binding agreement
between the Company and you.
Very truly yours,
ANHEUSER-BUSCH COMPANIES, INC.
By:
----------------------
Name:
Title:
Confirmed and accepted
as of the date first above written:
BANC OF AMERICA SECURITIES LLC
By:
-----------------------
Name:
Title:
INCAPITAL LLC
By:
-----------------------
Name:
Title:
10
<PAGE>
<PAGE>
ANNEX A
AGENT CONTACT INFORMATION
-------------------------
Banc of America Securities LLC
Bank of America Corporate Center
NC 1007-06-07
100 North Tryon Street
Charlotte, North Carolina 28255-0065
Attention: Lynn T. McConnell
Fax: (704) 386-6616
Incapital LLC
One North LaSalle Street
Suite 3500
Chicago, Illinois 60602
Fax: (312) 379-3701
11
<PAGE>
<PAGE>
EXHIBIT A
DEALER AGENT PROGRAM
--------------------
The following Concessions are payable as a percentage of the non-discounted
Price to Public of each Note sold through the Purchasing Agent.
<PAGE>
<PAGE>
EXHIBIT B
ADMINISTRATIVE PROCEDURES
<PAGE>
<PAGE>
EXHIBIT C
TERMS AGREEMENT
, 2002
---------
Anheuser-Busch Companies, Inc.
One Busch Place
St. Louis, Missouri 63118
Attention:
------------------------------
The undersigned agrees to purchase the following aggregate principal amount
of Anheuser-Busch Companies, Inc. InterNotes: $____________
The terms of such Notes shall be as follows:
<TABLE>
<S> <C>
--------------------------------------------------------------------------------------------------
CUSIP Number:
--------------------------------------------------------------------------------------------------
Interest Rate: %
--------------------------------------------------------------------------------------------------
Maturity Date:
--------------------------------------------------------------------------------------------------
Price to Public:
--------------------------------------------------------------------------------------------------
Agent's Concession: %
--------------------------------------------------------------------------------------------------
Net Proceeds to Issuer:
--------------------------------------------------------------------------------------------------
Settlement Date, Time and Place:
--------------------------------------------------------------------------------------------------
Survivor's Option:
--------------------------------------------------------------------------------------------------
Interest Payment Frequency:
--------------------------------------------------------------------------------------------------
Optional Redemption/Repayment, if any:
--------------------------------------------------------------------------------------------------
Initial Redemption/Repayment Date[s]:
--------------------------------------------------------------------------------------------------
Redemption/Repayment Price: Initially % of Principal Amount and
---
declining by % of the Principal Amount on
---
each anniversary of the Initial
Redemption/Repayment Date until the
Redemption/Repayment Price is 100% of the
Principal Amount.
--------------------------------------------------------------------------------------------------
[Any other terms and conditions agreed to by the Purchasing Agent and the Company]
</TABLE>
INCAPITAL LLC
By:
------------------
Title:
------------------
ACCEPTED
ANHEUSER-BUSCH COMPANIES, INC.
By:
Title:
<PAGE>
<PAGE>
Exhibit D
Form of Pricing Supplement
--------------------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>4
<FILENAME>exh4p5.txt
<DESCRIPTION>FORM OF INTER NOTE
<TEXT>
<PAGE>
Exhibit 4.5
Notes substantially in the form of the following exhibit may be issued by
the registrant from time to time pursuant to its Registration Statement No.
333-96635, filed with the Commission on July 17, 2002. This Report is
incorporated by reference in such Registration Statement.
<PAGE>
<PAGE>
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Number RB- $
----- ----------
CUSIP
----------
[Anheuser Busch Companies Logo]
INTERNOTE
Rate of Interest Maturity Date Original Issue Date
- ---------------- ------------- -------------------
%
----- ------------- ----------
Issue Price Interest Payment Frequency
- ----------- --------------------------
% | | Monthly | | Quarterly
----- | | Semi-annual | | Annual
Redemption Right: | | Yes (If yes, the Company has the right to redeem this
- ----------------
Note on any Interest Payment Date after )
----------
Repayment Right: | | Yes (If yes, the holder of this Note has the right to
- ---------------
the repayment of this Note on any Interest Payment Date after )
---------
Survivor's Option: | | Yes (If yes, the Survivor's Option is applicable to
- -----------------
this Note)
Minimum Denomination: $ ($1,000 or as specified in the pricing
---------
supplement)
ANHEUSER-BUSCH COMPANIES, INC., a Delaware corporation (hereinafter
called the "Company," which term includes any successor corporation under
the Indenture hereinafter referred to), for value received, hereby promises
to pay to CEDE & CO., or registered assigns, the sum of DOLLARS
----------
on the Maturity Date shown above, and to pay interest thereon, at the annual
rate of interest shown above, from the Original Issue Date shown above or
from the most recent Interest Payment Date (as hereinafter defined) to which
interest has been paid or duly provided for as follows: the Interest Payment
Dates for a Note that provides for monthly interest payments shall be the
first day of each calendar month (or the next Business Day), commencing in
the calendar month that next succeeds the month of the Original Issue Date;
in the case of a Note that provides for quarterly interest payments, the
Interest Payment Dates shall be the first day of each third month (or the
next Business Day), commencing in the third succeeding calendar month
following the month of the Original Issue Date; in the case of a Note that
provides for semi-annual interest payments, the Interest Payment Dates shall
be the first day of each sixth month (or the next Business Day), commencing
in the sixth succeeding calendar month following the month of the Original
Issue Date; and in the case of a Note that provides for annual interest
payment, the Interest Payment Date shall be the first day of every twelfth
month (or the next Business Day), commencing in the twelfth succeeding
calendar month following the month of the Original Issue Date. Interest will
be computed on the basis of a 360-day year of twelve 30-day months.
The interest payable hereon, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in said Indenture, be paid to
the Person in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the fifteenth day (whether or not a Business Day)
of the calendar month preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for shall forthwith cease
to be payable to the registered Holder on such Regular Record Date, and may
be paid to the Person in whose name this Note (or one or more Predecessor
Notes) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Notes not less than 10 days prior to
such Special Record Date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in such Indenture. Payment of the
principal of (and premium, if any) and interest on this Note will be made at
the office or agency of the Company maintained for that purpose in The
Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that payment of
interest, other than interest due on a Maturity Date, may be made at the
option of the Company by check mailed to the address of the Person entitled
thereto as such address shall appear on the Security Register.
This Note is one of a duly authorized issue of Notes of the Company
designated as its Anheuser-Busch Companies, Inc. InterNotes (herein called
the "Notes"), issued and to be issued under an indenture dated as of July 1,
2001 (herein called the "Indenture"), between the Company and JPMorgan Chase
Bank, formerly known as The Chase Manhattan Bank, as Trustee (herein called
the "Trustee," which term includes any successor trustee under the
Indenture), and under an Authorizing Resolution delivered to the Trustee by
the Company with respect to the issuance of the Notes, to which Indenture,
Authorizing Resolution and all indentures supplemental thereto reference is
hereby made for the definition of certain terms used herein, for a statement
of the
<PAGE>
<PAGE>
respective rights thereunder of the Company, the Trustee and the Holders of
the Notes, and for the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of a series of securities
issued or to be issued by the Company under the Indenture, limited (except
as otherwise provided in the Indenture) in aggregate principal amount to
$ . The Indenture provides that the Securities of the Company
----------
referred to therein ("Securities"), including the Notes, may be issued in
one or more Series, each of which may consist of one or more issues, which
different Series and Issues may be issued in such principal amounts and on
such terms (including, but not limited to, terms relating to interest rate
or rates, provisions for determining such interest rate or rates and
adjustments thereto, maturity, redemption (optional and mandatory), sinking
fund, covenants and Events of Default) as may be provided in or pursuant to
the Authorizing Resolutions (as defined in the Indenture) relating to the
several Series.
The Notes will not have a sinking fund.
If no Repayment Right is set forth above, this Note may not be repaid at
the option of the Holder hereof prior to the Maturity Date. If a Repayment
Right is granted above, this Note may be subject to repayment at the option
of the Holder on any Interest Payment Date on and after the date, if any,
indicated above (each, a "Repayment Date"). On any Repayment Date this Note
shall be repayable in whole or in part in increments of the Minimum
Denomination at the option of the Holder hereof at a repayment price equal
to 100% of the principal amount to be repaid, together with interest thereon
payable to the date of repayment. For this Note to be repaid in whole or in
part at the option of the Holder hereof, this Note must be received, with
the form entitled "Option to Elect Repayment" below duly complete, by the
Trustee/Paying Agent at the Corporate Trust Office, or such other address of
which the Company shall from time to time notify the Holders of the Notes,
not more than 60 nor less than 30 days prior to a Repayment Date. Exercise
of such repayment option by the Holder hereof shall be irrevocable. For
Notes represented by a Global Security, the Depositary or its nominee shall
be the holder of such Note and therefore shall be the only entity that can
exercise the Repayment Right. To obtain repayment pursuant to exercise of
the Repayment Right with respect to such Note, the beneficial owner must
instruct the broker or other entity through which the beneficial interest in
such Note is held to notify DTC or its nominee of such beneficial owner's
desire to obtain repayment pursuant to a Repayment Right. Repayment or
repurchase shall be made to the Depositary or its nominee, who will make
payments to the broker or other entity through which the beneficial interest
in such Note is held in accordance with its customary practices. Such broker
or other entity shall be responsible for disbursing any payments it receives
pursuant to exercise of the Repayment Right to the beneficial owner.
If no Redemption Right is set forth above, this Note may not be redeemed
at the option of the Company prior to the Maturity Date. If a Redemption
Right is granted above, this Note may be redeemed at the option of the
Company on any Interest Payment Date on and after the date, if any,
specified above (each, a "Redemption Date"). This Note may be redeemed on
any Redemption Date in whole or in part in increments of the Minimum
Denomination at the option of the Company at a redemption price equal to
100% of the principal amount to be redeemed, together with interest thereon
payable to the Redemption Date, on notice given not more than 60 nor less
than 30 days prior to the proposed Redemption Date. In the event of
redemption of this Note in part only, a new Note for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the surrender
hereof.
If no Survivor's Option is set forth above, the Notes may not be repaid
or repurchased prior to the Maturity Date as a result of the death of a
beneficial owner of the Notes. If the Survivor's Option is granted above,
the Representative (defined below) of a deceased beneficial owner of the
Note shall have the option to elect repayment or repurchase of such Note
within 12 months following the death of the beneficial owner (a "Survivor's
Option"). Unless specifically provided above, the Survivor's Option may not
be exercised unless the Note was acquired by the beneficial owner at least
six months prior to such election.
Upon the valid exercise of the Survivor's Option, the Company shall repay
or repurchase, at its option, the Note (or portion thereof), properly
tendered for repayment or repurchase by or on behalf of the person (the
"Representative") that has authority to act on behalf of the deceased
beneficial owner of a Note under the laws of the appropriate jurisdiction
(including, without limitation, the personal representative or executor of
the deceased beneficial owner or the surviving joint owner of the deceased
beneficial owner) at a price equal to 100% of the principal amount of the
deceased beneficial owner's beneficial interest in such Note plus accrued
interest to the date of such repayment or repurchase, subject to the
following limitations:
(a) The Company may, in its sole discretion, limit the aggregate
principal amount of Notes as to which exercises of the Survivor's Option
shall be accepted from all deceased beneficial owners in any calendar
year (the "Annual Put Limitation") to an amount equal to the greater of
$ or % of the Outstanding principal amount of all Notes as
---------- -----
of the end of the most recent calendar year, or such greater amount as
the Company in its sole discretion may determine for any calendar year,
and may limit to $ , or such greater amount as the Company in
----------
its sole discretion may determine for any calendar year, the aggregate
principal amount of acceptances of exercise of the Survivor's Option in
such calendar year for any individual deceased beneficial owner (the
"Individual Put Limitation").
(b) The Company shall not make principal repayments pursuant to
exercise of the Survivor's Option in amounts that are less than the
Minimum Denomination, and, in the event that the limitations described in
the preceding sentence would result in the partial repayment of any Note,
the principal amount of such Note remaining Outstanding after repayment
must be at least the Minimum Denomination.
(c) Any Note (or portion thereof) tendered pursuant to a valid exercise
of the Survivor's Option may not be withdrawn.
Each Note (or portion thereof) that is tendered pursuant to valid
exercise of the Survivor's Option shall be accepted in the order of all such
Notes are received by the Trustee, except for any Note (or portion thereof)
the acceptance of which would contravene (i) the Annual Put Limitation, if
applied, or (ii) the Individual Put Limitation, if applied, with respect to
the relevant individual deceased beneficial owner. If, as of the end of any
calendar year, the aggregate principal amount of Notes (or portions thereof)
that have been tendered pursuant to the valid exercise of the Survivor's
Option during such year has exceeded either the Annual Put Limitation, if
applied, or the Individual Put Limitation, if applied, for such year, any
exercise(s) of the Survivor's Option with respect to Notes (or portions
thereof) not accepted during such calendar year because such acceptance
would have contravened either such limitation, if applied, shall be deemed,
for this purpose, to be tendered in the following calendar year in
2
<PAGE>
<PAGE>
the order all such Notes (or portions thereof) were originally tendered. Any
Note (or portion thereof) accepted for repayment or repurchase pursuant to
exercise of the Survivor's Option shall be repaid or repurchased on the
first Interest Payment Date that occurs 20 or more calendar days after the
date of such acceptance. In the event that a Note (or any portion thereof)
tendered for repayment or repurchase pursuant to valid exercise of the
Survivor's Option is not accepted, the Trustee shall deliver a notice by
first-class mail to the registered holder thereof, at its last known address
as indicated in the Note Register, that states the reason such Note (or
portion thereof) has not been accepted for payment.
In order for a Survivor's Option to be validly exercised with respect to
any Note (or portion thereof), the Trustee must receive from the
Representative (i) a written request for repayment or repurchase signed by
the Representative, and such signature must be guaranteed by a member firm
of a registered national securities exchange or of the National Association
of Securities Dealers, Inc. (the "NASD") or a commercial bank or trust
company having an office or correspondent in the United States, (ii) tender
of a Note (or portion thereof) to be repaid or repurchased, (iii)
appropriate evidence satisfactory to the Trustee that (A) the deceased was
the beneficial owner of such Note at the time of death and the interest in
such Note was acquired by the deceased beneficial owner at least six months
prior to the request for repayment or repurchase, (B) the death of such
beneficial owner has occurred, and the date of such death, and (C) the
Representative has authority to act on behalf of the deceased beneficial
owner, (iv) if applicable, a properly executed assignment or endorsement,
(v) if the interest in such Note is held by a nominee of the deceased
beneficial owner, a certificate satisfactory to the Trustee from such
nominee attesting to the deceased's beneficial ownership in such Note, (vi)
tax waivers and such other instruments or documents that the Trustee
reasonably requires in order to establish the validity of the beneficial
ownership of the Notes and the claimant's entitlement to payment, and (vii)
any additional information the Trustee requires to evidence satisfaction of
any conditions to the exercise of such Survivor's Option or to document
beneficial ownership or authority to make the election and to cause the
repayment or repurchase of such Note. Subject to the Company's right
hereunder to limit the aggregate principal amount of Notes as to which
exercises of the Survivor's Option shall be accepted in any one calendar
year, all questions as to the eligibility or validity of any exercise of the
Survivor's Option will be determined by the Trustee, in its sole discretion,
which determination shall be final and binding on all parties.
The death of a person holding a beneficial interest in a Note as a joint
tenant or tenant by the entirety with another person, or as a tenant in
common with the deceased holder's spouse, will be deemed the death of the
beneficial owner of the Note, and the entire principal amount of the Note so
held shall be subject to repayment or repurchase. However, the death of a
person holding a beneficial ownership interest in a Note as tenant in common
with a person other than such deceased holder's spouse will be deemed the
death of a beneficial owner only with respect to the deceased person's
interest in the Note. The death of a person who, during his or her lifetime,
was entitled to substantially all of the beneficial interests of ownership
of a Note will be deemed the death of the beneficial owner of such Note for
purposes of this provision if such beneficial interest can be established to
the satisfaction of the Trustee. Such beneficial interest will be deemed to
exist in typical cases of nominee ownership, ownership under the Uniform
Transfers to Minors Act or Uniform Gifts to Minors Act, community property
or other joint ownership arrangements between a husband and wife. In
addition, the beneficial interest will be deemed to exist in custodial and
trust arrangements where one person has all of the beneficial ownership
interest in the Note during his or her lifetime.
For Notes represented by a Global Security, the Depositary or its nominee
shall be the holder of such Note and therefore shall be the only entity that
can exercise the Survivor's Option for such Note. To obtain repayment or
repurchase pursuant to exercise of the Survivor's Option with respect to
such Note, the Representative must provide to the broker or other entity
through which the beneficial interest in such Note is held by the deceased
beneficial owner (i) the documents described in the second preceding
paragraph and (ii) instructions to such broker or other entity to notify the
Depositary of such Representative's desire to obtain repayment or repurchase
pursuant to exercise of the Survivor's Option. Such broker or other entity
shall provide to the Trustee (i) the documents received from the
Representative referred to in clause (i) of the preceding sentence and (ii)
a certificate satisfactory to the Trustee from such broker or other entity
stating that it represents the deceased beneficial owner. Repayment or
repurchase pursuant to the exercise of the Survivor's Option shall be made
to the Depositary or its nominee, who will make payments to the broker or
other entity through which the beneficial interest in such Note is held in
accordance with its customary practices. Such broker or other entity shall
be responsible for disbursing any payments it receives pursuant to exercise
of the Survivor's Option to the appropriate Representative.
If an Event of Default, as defined in the Indenture and in the
Authorizing Resolution, shall occur and be continuing, the principal of all
the Notes may be declared due and payable in the manner and with the effect
provided in the Indenture.
If at any time the Depositary for this Note notifies the Company that it
is unwilling or unable to continue as Depositary for this Note or if at any
time the Depositary shall no longer be eligible under the Indenture with
respect to this Note, and if a successor Depositary eligible under the
Indenture for this Note is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such ineligibility, the
Company's election that the Notes of this Issue be represented by a Global
Security shall no longer be effective with respect to this Note, and the
Company shall execute, and the Trustee upon receipt of a Company Order for
the authentication and delivery of definitive Notes shall authenticate and
deliver, Notes in definitive form in an aggregate principal amount equal to
the principal amount of this Note in exchange for this Note. The Company may
at any time and in its sole discretion determine that the Securities of this
Series shall no longer be represented by Global Securities. In such event
the Company shall execute, and the Trustee, upon receipt of a Company Order,
shall authenticate and deliver, Securities of this Series in definitive form
and in an aggregate principal amount equal to the principal amount of the
Global Security or Securities representing this Series in exchange for such
Global Security or Securities.
No Holder of any Securities shall have any right to institute any
proceeding, judicial or otherwise, with respect to the Indenture or for the
appointment of a receiver or trustee, or for any other remedy under the
Indenture, unless (1) the Trustee shall have received written notice from
such Holder of a continuing Event of Default in respect of such Securities;
(2) the Trustee shall have received a written request from the Holders of
not less than 25% in principal amount of the Outstanding Securities of the
Issue or Series in respect of which the Event of Default has occurred to
institute proceedings in respect of such Event of Default in its own name as
trustee under the Indenture; (3) such Holder or Holders have offered to the
Trustee reasonable indemnity against the costs, expenses and liabilities to
be incurred in compliance with such request; (4) the Trustee for 60 days
after its receipt of
3
<PAGE>
<PAGE>
such notice, request and offer of indemnity has failed to institute any such
proceeding; and (5) no direction inconsistent with such written request has
been given to the Trustee during such 60 day period by the Holders of a
majority in principal amount of the Outstanding Securities of such Series or
Issue.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes under the Indenture at
any time by the Company with the consent of the Holders of a majority in
aggregate principal amount of the Securities affected thereby, voting as a
single class (which may include the Notes), at the time Outstanding, as
defined in the Indenture. The Indenture also contains provisions permitting
the Holders of specified percentages in aggregate principal amount of the
Securities at the time Outstanding to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder
of this Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Note issued on transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any)
and interest on this Note at the times, place, and rate, and in the
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable on the Security Register
of the Company, upon surrender of this Note for registration of transfer at
the office or agency of the Company provided for that purpose, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Security Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more
new Notes, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
Notwithstanding any other provision of this Note, unless and until this Note
is exchanged in whole or in part for Notes in definitive form, this Note may
not be transferred except as a whole by the Depositary for this Note to a
nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for this Note or a nominee of
such successor Depositary.
The Notes are issuable only as registered Notes without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in
the Indenture and subject to certain limitations therein set forth, Notes
are exchangeable for a like aggregate principal amount of Notes of a
different authorized denomination, as requested by the Holder surrendering
the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this Note, the
Company, the Trustee and any agent of the Company may treat the Person in
whose name this Note is registered as the owner hereof for all purposes
whether or not this Note be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of (or premium,
if any) or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or
any indenture supplemental thereto, against any incorporator, stockholder,
officer or director, as such, past, present or future, of the Company or any
successor corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of
the consideration for the issue hereof, expressly waived and released.
Unless the certificate of authentication hereon has been executed by
JPMorgan Chase Bank, the Trustee under the Indenture, or its successor
thereunder, or by another Authenticating Agent appointed pursuant to the
Indenture, by the manual signature of one of its authorized officers, this
Note shall not be entitled to any benefit under the Indenture, nor be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
ANHEUSER-BUSCH COMPANIES, INC.
DATED:
By
TRUSTEE'S CERTIFICATE OF AUTHENTICATION ----------------------------
This is one of the Notes referred to in
the within-mentioned Indenture. ATTEST:
JPMORGAN CHASE BANK, AS TRUSTEE ------------------------------
BY
-----------------------------------
Authorized Officer
------------------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT -- Custodian
---------- ----------
(Cust) (Minor)
Under Uniform Gifts to Minors Act
-----------
(State)
4
<PAGE>
<PAGE>
Additional abbreviations may also be used though not in the above list.
---------------------
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
--------------------------------------- -----------------------------------
[PLEASE INSERT SOCIAL SECURITY OR OTHER [PLEASE PRINT OR TYPE NAME AND
IDENTIFYING NUMBER OF ASSIGNEE] ADDRESS INCLUDING ZIP CODE,
OF ASSIGNEE]
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing such person attorney to transfer such Note on
the books of the Issuer, with full power of substitution in the premises.
--------------------------------------- -----------------------------------
DATE SIGNATURE
NOTICE: The signature must correspond with the name as written upon
the face of the within Note in every particular without alteration or
enlargement or any change whatsoever.
-------------------
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with
interest to the repayment date, to the undersigned, at
- -------------------------------------------------------------------------------
(Please print or typewrite name, address and telephone
number of the undersigned, and name of contact person, if any)
If less than the entire principal amount of the within Note is to be repaid,
specify the portion thereof which the holder elects to have repaid:
; and specify the denomination or denominations (which shall
- ---------------
not be less than the minimum authorized denomination) of the Notes to be
issued to the Holder for the portion of the within Note not being repaid (in
the absence of any such specification, one such Note will be issued for the
portion not being repaid): .
---------------
- ------------------------------- ---------------------------------
Date Signature
NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within Note in every particular without
alteration or enlargement or any change whatsoever.
5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>exh23p2.txt
<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>
<PAGE>
Exhibit 23.2
[LOGO]
PricewaterhouseCoopers LLP
800 Market Street
St. Louis MO 63101
Telephone (314) 206 8500
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (No. 33-39715, No. 33-58221 and No. 333-50058)
of our report dated February 5, 2002 relating to the financial statements,
which appears in the 2001 Annual Report to Shareholders of Anheuser-Busch
Companies, Inc., which is incorporated by reference in Anheuser-Busch
Companies, Inc.'s Annual Report on Form 10-K for the year ended December 31,
2001. We also consent to the incorporation by reference of our report dated
February 5, 2002 relating to the financial statement schedule, which appears
in such Annual Report on Form 10-K. We also consent to the incorporation by
reference in this Registration Statement of our report dated August 23, 2002
relating to the financial statements, which appears in the Annual Report of
the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan on Form
11-K for the year ended March 31, 2002.
/s/PRICEWATERHOUSECOOPERS LLP
St. Louis, Missouri
September 27, 2002
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>6
<FILENAME>exh23p3.txt
<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>
<PAGE>
Exhibit 23.3
[LOGO]
PricewaterhouseCoopers LLP
800 Market Street
St. Louis MO 63101
Telephone (314) 206 8500
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (No. 33-39714 and No. 33-58241) of our report dated
February 5, 2002 relating to the financial statements, which appears in the
2001 Annual Report to Shareholders of Anheuser-Busch Companies, Inc., which is
incorporated by reference in Anheuser-Busch Companies, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 2001. We also consent to the
incorporation by reference of our report dated February 5, 2002 relating to
the financial statement schedule, which appears in such Annual Report on Form
10-K. We also consent to the incorporation by reference in this Registration
Statement of our report dated August 23, 2002 relating to the financial
statements, which appears in the Annual Report of the Anheuser-Busch Deferred
Income Stock Purchase and Savings Plan (For Employees Covered by a Collective
Bargaining Agreement) on Form 11-K for the year ended March 31, 2002.
/s/PRICEWATERHOUSECOOPERS LLP
St. Louis, Missouri
September 27, 2002
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.4
<SEQUENCE>7
<FILENAME>exh23p4.txt
<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>
<PAGE>
Exhibit 23.4
[LOGO]
PricewaterhouseCoopers LLP
800 Market Street
St. Louis, MO 63101
Telephone (314) 206 8500
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (No. 33-46846 and No. 333-71309) of our report dated
February 5, 2002 relating to the financial statements, which appears in the
2001 Annual Report to Shareholders of Anheuser-Busch Companies, Inc., which
is incorporated by reference in Anheuser-Busch Companies, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 2001. We also consent to the
incorporation by reference of our report dated February 5, 2002 relating to
the financial statement schedule, which appears in such Annual Report on Form
10-K. We also consent to the incorporation by reference in this Registration
Statement of our report dated August 23, 2002 relating to the financial
statements, which appears in the Annual Report of the Anheuser-Busch Deferred
Income Stock Purchase and Savings Plan (For Certain Hourly Employees of
Anheuser-Busch Companies, Inc. and its Subsidiaries) on Form 11-K for the
year ended March 31, 2002.
/s/PRICEWATERHOUSECOOPERS LLP
St. Louis, Missouri
September 27, 2002
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>8
<FILENAME>ex99p2.txt
<DESCRIPTION>FORM 11-K
<TEXT>
<PAGE>
Exhibit 99.2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(x) Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the Fiscal year ended March 31, 2002
OR
( ) Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (NO FEE REQUIRED)
For the Transition period From to
---------- ----------
Commission File Number
-----------------
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ANHEUSER-BUSCH COMPANIES, INC.
One Busch Place
St. Louis, Missouri 63118
<PAGE>
<PAGE>
Item 1. Plan is subject to ERISA, see Item 4 for required information.
Item 2. Plan is subject to ERISA, see Item 4 for required information.
Item 3. Plan is subject to ERISA, see Item 4 for required information.
Item 4. Financial Statements and Exhibits
---------------------------------
(a) Report of Independent Accountant
Financial Statements:
Statement of Net Assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Additional Information*:
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
Statement of Net Assets Available for Benefits with Fund
Information and Statement of Changes in Net Assets Available for
Benefits with Fund Information
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
Statement of Changes in Net Assets Available for Benefits with
Fund Information
(b) Exhibits:
None
<FN>
*Schedules required by 29 CFR 2520.103-10 of Department of
Labor's Rules and Regulations for Reporting and Disclosure
under ERISA have been omitted because they are not applicable.
2
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
ANHEUSER-BUSCH DEFERRED INCOME
STOCK PURCHASE AND SAVINGS PLAN
By: /s/ J. TIMOTHY FARRELL
--------------------------------
J. Timothy Farrell
Vice President,
Employee Benefits
Dated: September 27, 2002
3
<PAGE>
<PAGE>
[PRICEWATERHOUSECOOPERS LOGO]
PricewaterhouseCoopers LLP
800 Market Street
St. Louis, MO 63101
Telephone (314) 206 8500
REPORT OF INDEPENDENT ACCOUNTANT
To the Participants and Administrator
of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan
In our opinion, the accompanying statement of net assets available for
benefits and the related statement of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the Anheuser-Busch Deferred Income Stock Purchase and
Savings Plan (the "Plan") at March 31, 2002 and 2001, and the changes in net
assets available for benefits for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the Plan's management;
our responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States
of America, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
August 23, 2002
<PAGE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
<CAPTION>
MARCH 31,
2002 2001
<S> <C> <C>
ASSETS
Contributions receivable:
Participants $ 2,099,229 $ 1,923,182
Employer 1,221,707 1,064,076
-------------- --------------
3,320,936 2,987,258
Interest in Master Trust 2,107,023,048 1,911,308,568
-------------- --------------
Total assets 2,110,343,984 1,914,295,826
-------------- --------------
LIABILITIES
Due to broker for securities purchased (1,827,958) (3,153,471)
Interest payable (2,726,625) (3,551,625)
Notes payable (66,100,000) (86,100,000)
-------------- --------------
Total liabilities (70,654,583) (92,805,096)
-------------- --------------
Net assets available for benefits $2,039,689,401 $1,821,490,730
============== ==============
The accompanying notes are an integral part of these financial statements.
</TABLE>
-2-
<PAGE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
<CAPTION>
FOR THE YEAR ENDED
MARCH 31,
2002 2001
<S> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $ 52,485,599 $ 48,247,928
Employer 8,339,816 1,064,076
Rollovers 2,998,943 445,243
-------------- --------------
Total contributions 63,824,358 49,757,247
Investment income:
Net realized and unrealized
appreciation in fair value of
investments 241,293,365 489,414,866
Interest 4,160,101 4,569,438
Dividends 2,253,867 2,964,621
-------------- --------------
Total additions 311,531,691 546,706,172
-------------- --------------
Deductions from net assets attributed to:
Distributions to participants 82,124,025 104,133,912
Interest expense 5,453,250 7,103,250
Administrative expenses 19,639 21,309
-------------- --------------
Total deductions 87,596,914 111,258,471
-------------- --------------
Net increase 223,934,777 435,447,701
Net transfers in (out) (5,736,106) 4,275,529
Net assets available for benefits:
Beginning of year 1,821,490,730 1,381,767,500
-------------- --------------
End of year $2,039,689,401 $1,821,490,730
============== ==============
The accompanying notes are an integral part of these financial statements.
</TABLE>
-3-
<PAGE>
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
GENERAL
The Anheuser-Busch Deferred Income Stock Purchase and Savings Plan
(the Plan) was established as a result of an amendment to the
Anheuser-Busch Employee Stock Purchase and Savings Plan (the
Original Plan). The Original Plan was established by
Anheuser-Busch, Inc., effective April 1, 1976. The Original Plan
was divided into two separate plans effective January 1, 1985: the
Deferred Income Stock Purchase and Savings Plan and the Employee
Stock Purchase and Savings Plan. The Plan is a continuation of the
Original Plan except that certain additional features were added,
including provisions for Before-Tax Contributions pursuant to
Section 401(k) of the Internal Revenue Code. Additionally,
eligibility was limited to employees not covered by a collective
bargaining agreement. Effective July 1, 1994, the Plan was divided
into two separate plans, one of which is a continuation of the
Plan as amended, and the other of which is the Anheuser-Busch
Deferred Income Stock Purchase and Savings Plan (For Certain
Hourly Employees of the Earthgrains Company). The Plan covers
eligible employees of Anheuser-Busch Companies, Inc. (the Company)
and certain subsidiaries of the Company. The following is intended
to provide only a general description of the Plan's provisions.
Participants should refer to the Plan document for more complete
information.
PLAN ADMINISTRATION
The Plan's named fiduciaries are the Company, as Sponsor and Plan
Administrator, and Mellon Bank, N.A. as the Trustee. As Sponsor,
the Company has the right to amend the Plan, designate the Plan's
named fiduciaries and exercise all fiduciary functions necessary
for the operation of the Plan except those which are assigned to
another named fiduciary by the Plan or the related trust agreement.
The Trustee has the exclusive authority and discretion to invest,
manage and hold the assets of the trust in accordance with the
provisions of the Plan and the separate trust agreement.
The Plan was amended effective June 1, 1989, to add provisions to
make the Plan a stock bonus plan and to permit the leveraged
acquisition of Company stock by the Plan. As such, the Plan is
subject to the requirements of an employee stock ownership plan
(ESOP) under Section 4975(e)(7) of the Internal Revenue Code. The
Trustee was specifically empowered to enter into loans, on behalf
of the Plan, and guaranteed by the Company, to acquire Company
stock or to repay a prior ESOP loan.
Effective April 1, 1994, the Plan was amended to incorporate
various changes to the Plan, including changes in participants'
contribution limits, changes in company matching contributions,
the addition of the Managed Balanced Fund and Indexed Balanced
Fund investment options, and decreasing the vesting period from
three years to two years.
Effective April 1, 2000, the Plan was amended to incorporate
various changes to the Plan, including the addition of the
Small/Mid Cap Stock Index Fund and International Stock Index Fund,
the renaming of the Equity Index Fund to the Large Cap Stock Index
Fund, and the acceptance of rollover contributions into the Plan.
-4-
<PAGE>
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
During 2002, the Plan was amended to incorporate various changes
to the Plan, including, among other things, the election by
participants, who meet certain requirements, to either receive
dividends on the allocated shares of Company stock in cash or to
direct the dividends to be reinvested in Company stock within the
Plan.
PLAN PARTICIPATION
Each employee of a participating employer (other than employees
covered by a collective bargaining agreement) of the Company is
eligible to participate in the Plan after completing one year of
service in which 1,000 hours of service are completed.
Participation by eligible employees is voluntary.
CONTRIBUTIONS
A participant may make matched and unmatched contributions. Both
matched and unmatched contributions may be before-tax or
after-tax. A participant may contribute from 1% to 6% of their
base compensation through payroll deductions for Before-Tax
Matched Contributions and After-Tax Matched Contributions. The sum
of these matched contributions may not be less than 1% nor more
than 6% of the participant's base compensation. In addition, a
participant may contribute from 1% to 10% of their base
compensation through payroll deductions for Before-Tax Unmatched
Contributions and After-Tax Unmatched Contributions; however, the
unmatched contribution rates may not exceed 10% of the
participant's base compensation and are subject to other
limitations as set forth in the Plan agreement. In addition, the
sum of Before-Tax Matched and Unmatched Contributions must not
exceed 16% of a participant's base compensation, subject to
certain limitations of the Internal Revenue Code. The
participant's employer then contributes a matching amount,
determined annually, based on the relationship of the Company's
net income to its payroll for the year most recently ended.
However, in no event may the participating employer's matching
contribution be less than 33-1/3% nor more than 100% of the
aggregate participant contributions. The Company may, however,
contribute an amount in excess of the matching contribution to
enable the Plan to meet its debt service payments.
The Company may also be required to make a Supplemental
Contribution in accordance with the Plan document. Supplemental
Contributions are made by transferring shares of Anheuser-Busch
Common Stock from the ESOP and allocating the shares to
participants who have account balances as of the end of the Plan
year, or by a cash payment from the Company, and are required to be
made within 180 days of the Plan's year end. For the year ended
March 31, 2002, 334,770 shares with a value of $17,458,255 were
transferred from the ESOP to participant accounts on April 3, 2002
for the required Supplemental Contribution. For the year ended
March 31, 2001, 329,098 shares with a value of $14,891,700 were
transferred from the ESOP to participant accounts on April 3, 2001
for the required Supplemental Contribution.
Employee contributions vest and become non-forfeitable
immediately. Company contributions for participants actively
employed by the Company on or prior to March 31, 1991 vest
immediately. For participants subsequently employed, Company
contributions vest and become non-forfeitable after two years of
service. Company contributions also vest upon termination of
employment by reason of death, permanent disability, entry into
military service, layoff exceeding twelve months, upon termination
of employment for any reason, including retirement,
-5-
<PAGE>
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
after reaching age 60, or in the event of a "change of control" in
the Company (as defined in the Plan). Forfeitures of nonvested
balances reduce future employer contributions. There were $48,065
and $26,312 in forfeitures during the years ended March 31, 2002
and 2001, respectively.
INVESTMENTS
The Trustee maintains an Anheuser-Busch Companies, Inc. Stock
Fund, a Short-Term Fixed Income Fund, a Medium-Term Fixed Income
Fund, a Large Cap Stock Index Fund, a Managed Balanced Fund, an
Index Balanced Fund, a Small/Mid Cap Stock Index Fund, and an
International Stock Index Fund for the investment of participant
and employer contributions. All employer contributions are
invested in the Company Stock Fund. At least one-half of each
participant's both Before-Tax and After-Tax Matched Contributions
shall be invested in the Company Stock Fund for certain periods of
time. The participant may direct the remaining one-half of each
type of matched contributions and all unmatched contributions to
be invested in increments of 1% into any fund established under
the Plan. Earnings are reinvested in the fund to which they
relate.
The Anheuser-Busch Companies, Inc. Defined Contribution Master
Trust (Master Trust) has been established for each of the
investment funds for the investment of the Plan's assets and the
assets of the other stock purchase and savings plans sponsored by
the Company.
DISTRIBUTIONS
The Plan permits in-service withdrawals as defined in the Plan
document, subject to certain restrictions. Distributions for
terminations are comprised of the participant's personal
contribution portion and the vested Company contribution portion
of their account. Distributions for whole numbers of shares held
in the Company stock fund are payable in Company shares while the
value of fractional shares and all interests in the other funds
are payable in cash. Alternatively, the participant may elect to
have non-share investments transferred to the Company Stock Fund
and distributed thereafter in shares with fractional shares
distributed in cash. In-service distributions are payable at the
election of the participant in Company shares or in cash.
PARTICIPANT LOANS
A participant may borrow from Before-Tax and/or After-Tax vested
account balances, subject to certain conditions. The minimum loan
amount is $1,000; the maximum amount is the lesser of $50,000 less
the highest outstanding loan balance under the Plan during the
one-year period ending on the day before the loan is made, or 50%
of the vested account balance. The interest rate for the life of
the loan is set quarterly at prime plus one percentage point as of
the end of the preceding quarter. The term of a loan for the
purchase of a principal residence may be up to 10 years; the term
of a loan for any other reason may not exceed 5 years.
PLAN EXPENSES
Under the Master Trust agreement with the Trustee, the Company may
pay all expenses incurred in the administration of the Master
Trust, including trustee fees, but is not obligated to do so.
Trustee expenses not paid by the Company are paid by the Master
Trust and proportionately allocated to the participating plans.
All other expenses are paid by the Plan.
-6-
<PAGE>
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
PLAN TERMINATION
The Company anticipates that the Plan will continue without
interruption but reserves the right to terminate its participation
in the Plan subject to the provisions of the Employee Retirement
Income Securities Act of 1974 (ERISA). Such termination would
result in the immediate and full vesting of each participant's
account balance. The Trustee would then retain the assets until
otherwise distributable under the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements are prepared on the accrual basis
of accounting.
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America, requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial
statements and the reported amounts of additions to and deductions
from net assets during the reporting period. Actual results could
differ from those estimates. Certain prior year amounts have been
reclassified to conform to the current year presentation.
INVESTMENT VALUATION
Investments in common stock, U.S. government securities, and
corporate debt instruments are stated at fair value based on the
quoted market price at March 31 each year. Investments in interest
bearing cash, insurance contracts, interests in common/collective
trusts, and interests in registered investment companies are stated
at fair value as determined by the Trustee. Participant loans are
valued at cost which approximates fair value.
Investment securities are exposed to various risks, such as
interest rate, market, and credit risk. Due to the level of risk
associated with certain investment securities and the level of
uncertainty related to changes in the value of investment
securities, it is at least reasonably possible that changes in
risks in the near term could materially affect the amounts reported
in the Statement of Net Assets Available for Benefits.
SECURITY TRANSACTIONS AND INVESTMENT INCOME
Investment purchases and sales, and related realized gains and
losses, are recorded on the trade date. Interest income is recorded
as earned. Dividend income is recorded on the ex-dividend date. Net
realized and unrealized appreciation/depreciation in fair value of
investments is comprised of the change in market value from the
beginning to the end of the Plan year for investments retained in
the Plan, and realized gains and losses on security transactions
which represent the difference between proceeds and cost.
-7-
<PAGE>
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
ALLOCATION OF ASSETS
The Plan participates in the Master Trust established for the
investments of this plan and the other stock purchase and savings
plans sponsored by the Company. Units of participation in the
Master Trust are allocated to participating plans based on the
relationship of individual plan contributions to the market value
of the Master Trust. Earned income, realized and unrealized gains
and losses, and administrative expenses are retained in the Master
Trust and are allocated to participating plans by the Trustee,
based on units of participation on the transaction date.
DISTRIBUTIONS TO PARTICIPANTS
Distributions are recorded when paid.
3. INTERESTS IN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION
MASTER TRUST
Effective September 1, 1995 the Company and the Trustee entered
into a new master trust agreement. In accordance with the
agreement, the Plan exchanged its investments in: the
Anheuser-Busch Companies, Inc. Common Stock Fund, the
Anheuser-Busch Companies, Inc. Short Term Fixed Income Master
Trust, the Anheuser-Busch Companies, Inc. Medium Term Fixed Income
Master Trust, the Anheuser-Busch Companies, Inc. Capital Equity
Index Fund Master Trust, the Anheuser-Busch Companies, Inc.
Managed Balanced Fund Master Trust, and the Anheuser-Busch
Companies, Inc. Indexed Balanced Fund Master Trust for units of
participation in the Anheuser-Busch Companies, Inc. Defined
Contribution Master Trust. Effective March 26, 1996 the
Earthgrains Company Stock Fund was added to the Anheuser-Busch
Companies, Inc. Defined Contribution Master Trust. The Earthgrains
Company Stock Fund was liquidated on August 10, 2001 as a result
of Earthgrains Company being purchased by Sara Lee, Corporation.
Effective December 1, 2000 the Small/Mid Cap Stock Index Fund and
the International Stock Index Fund were added to the
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust.
The assets of the Master Trust are held by Mellon Bank, N.A.
At March 31, 2002 and 2001, the Plan's interest in the net assets
of the Master Trust was approximately 56% of total Master Trust
assets.
-8-
<PAGE>
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
The following table presents the fair value of investments for the
Master Trust:
<TABLE>
<CAPTION>
MARCH 31,
2002 2001
<S> <C> <C>
Investments at fair value:
Anheuser-Busch common stock* $3,211,757,063 $2,951,379,995
Short-term fixed income 46,050,681 34,545,406
Medium-term fixed income 71,806,352 46,401,988
Large cap index* 215,527,035 222,615,011
Managed balanced 22,561,692 20,518,875
Index balanced 23,930,968 21,179,199
Small/Mid cap index 24,017,018 7,132,411
International stock index 6,718,955 3,660,448
Participant loans 96,345,528 91,422,775
Earthgrains Company common stock - 20,085,877
-------------- --------------
$3,718,715,292 $3,418,941,985
============== ==============
<FN>
* Represents more than 5% of net assets available for benefits.
</TABLE>
Investment income for the Master Trust is as follows:
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
2002 2001
<S> <C> <C>
Net appreciation (depreciation) in fair value
of investments:
Anheuser-Busch common stock $257,753,705 $944,625,016
Short-term fixed income 54,015 499,922
Medium-term fixed income 2,486,570 4,330,094
Large cap index (2,732,925) (66,014,432)
Managed balanced 800,358 (2,136,459)
Index balanced 649,969 (1,609,721)
Small/Mid cap index 1,385,927 (1,204,398)
International stock index (242,676) (242,359)
Earthgrains Company common stock 16,838,853 6,709,053
------------ ------------
276,993,796 884,956,716
------------ ------------
Interest 13,893,816 15,796,194
Dividends 43,112,048 41,538,499
------------ ------------
$333,999,660 $942,291,409
============ ============
</TABLE>
-9-
<PAGE>
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- ------------------------------------------------------------------------------
Further financial information for the Anheuser-Busch Companies,
Inc. Defined Contribution Master Trust as of and for the years
ended March 31, 2002 and 2001 are included as Appendix A and B.
4. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the
Company by a letter dated November 29, 2001, that the Plan is
designed in accordance with applicable sections of the Internal
Revenue Code subject to the adoption of certain amendments. During
2002 the Plan has been amended to adopt all such amendments.
Therefore, the underlying trust of such a Plan is exempt from
federal income taxes under Section 501 of the Internal Revenue Code
and no provision for income taxes has been included in the Plan's
financial statements.
5. NOTES PAYABLE
In June 1989, the Plan issued $250 million in guaranteed 8.32% ESOP
notes (Notes) to a group of insurance companies and other financial
institutions. In September 1993, the interest rate was reduced to
8.25% per annum retroactive to January 1, 1993. Interest is payable
on March 31 and September 30 of each year. Principal is payable in
annual installments until maturity on March 31, 2004. The Notes are
guaranteed by Anheuser-Busch Companies, Inc. Proceeds of the Notes
were used to purchase 45,325,784 shares of Company stock, the
unallocated portion of which is pledged as collateral for the
Notes. The shares are maintained in the Company Stock Fund and are
released and allocated to Plan participants based on calculations
specified in the Plan document as contributions are made to the
Plan. During the years ended March 31, 2002 and 2001, 1,415,936 and
1,453,474 shares were released to participants, respectively. At
March 31, 2002 and 2001 the Company Stock Fund held 2,731,508 and
4,147,444 unallocated shares, respectively, at market values of
$142,584,718 and $190,111,986, respectively.
Principal maturities for each of the years ending March 31, are
as follows:
2003 $22,000,000
2004 23,150,000
-----------
$45,150,000
===========
The principle due on March 31, 2002 of $20,950,000 was not paid
until April 1, 2002, the first business day after March 31, 2002.
This amount is therefore included as a Plan liability at March 31,
2002.
-10-
<PAGE>
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
6. RECONCILIATION OF FINANCIAL STATEMENTS TO 5500
The following is a reconciliation of net assets available for
benefits per the financial statements at March 31, 2002 and 2001 to
the Plan's Form 5500:
<TABLE>
<CAPTION>
2002 2001
<S> <C> <C>
Net assets available for benefits per the
financial statements $2,039,689,401 $1,821,490,730
Amounts allocated to withdrawing participants (27,292,975) (7,751,538)
-------------- --------------
Net assets available for benefits per the Form 5500 $2,012,396,426 $1,813,739,192
============== ==============
</TABLE>
The following is a reconciliation of benefits paid to participants
per the financial statements for the year ended March 31, 2002 to
the Plan's Form 5500:
<TABLE>
<CAPTION>
2002
<S> <C>
Benefits paid to participants per the
financial statements $ 82,124,025
Add: Amounts allocated to withdrawing
participants at March 31, 2002 27,292,975
Deduct: Amounts allocated to withdrawing
participants as of March 31, 2001 (7,751,538)
------------
Benefits paid to participants per Form 5500 $101,665,462
============
</TABLE>
Amounts allocated to withdrawing participants are recorded on the
Form 5500 for benefit claims that have been processed and approved
for payment prior to March 31, 2002, but not yet paid as of that
date.
7. TRANSACTIONS WITH PARTIES-IN-INTEREST
During the years ended March 31, 2002 and 2001, transactions with
the Company included aggregate common stock purchases totaling
$53,122,573 and $50,629,841, respectively, and aggregate common
stock sales totaling $13,252,959 and $26,574,740, respectively.
These transactions are allowable party-in-interest transactions
under Section 408(e) and 408(b)(8) of ERISA and the regulations
promulgated thereunder.
During the years ended March 31, 2002 and 2001, the Plan purchased
and sold investments in the Employee Benefit Temporary Investment
Fund of Mellon Bank N.A., the Plan trustee. Transactions with the
Fund included aggregate investment purchases totaling $76,009,398
and $103,208,565, respectively and aggregate investment sales
totaling $77,371,810 and $86,728,669, respectively. These
transactions are allowable party-in-interest transactions under
Section 408(e) and 408(b)(8) of ERISA and the regulations promulgated
thereunder.
-11-
<PAGE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
PAGE 1 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
MARCH 31, 2002
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED
COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED
STOCK FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $3,131,769,304 $ -- $ -- $ -- $ --
Interest bearing cash 79,987,759 11,468,769 -- -- --
U.S. government securities -- 3,774,804 -- -- --
Corporate debt instruments -- 29,629,196 -- -- --
Insurance contracts -- -- 71,806,352 -- 22,561,692
Interest in common/
collective trusts -- -- -- -- --
Interest in registered
investment companies -- -- -- -- --
Loans to participants -- -- -- -- --
Earthgrains Company, Inc.
common stock -- -- -- -- --
Other investments* -- 1,177,912 -- 215,527,035 --
-------------- ----------- ----------- ------------ -----------
Total investments 3,211,757,063 46,050,681 71,806,352 215,527,035 22,561,692
-------------- ----------- ----------- ------------ -----------
Total assets 3,211,757,063 46,050,681 71,806,352 215,527,035 22,561,692
-------------- ----------- ----------- ------------ -----------
LIABILITIES
Due to broker for securities
purchased -- (2,635,397) (142,203) (483,078) --
Interest payable (5,453,250) -- -- -- --
Notes payable (132,200,000) -- -- -- --
-------------- ----------- ----------- ------------ -----------
Total liabilities (137,653,250) (2,635,397) (142,203) (483,078) --
-------------- ----------- ----------- ------------ -----------
Net assets available for benefits $3,074,103,813 $43,415,284 $71,664,149 $215,043,957 $22,561,692
============== =========== =========== ============ ===========
<CAPTION>
INDEX EARTHGRAINS
BALANCED SMALL/MID INTERNATIONAL PARTICIPANT COMPANY
FUND CAP FUND STOCK FUND LOAN FUND STOCK FUND TOTAL
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $ -- $ -- $ -- $ -- $ -- $3,131,769,304
Interest bearing cash -- -- -- -- -- 91,456,528
U.S. government securities -- -- -- -- -- 3,774,804
Corporate debt instruments -- -- -- -- -- 29,629,196
Insurance contracts -- -- -- -- -- 94,368,044
Interest in common/
collective trusts 21,495,474 24,017,018 -- -- -- 45,512,492
Interest in registered
investment companies 2,435,494 -- 6,718,955 -- -- 9,154,449
Loans to participants -- -- -- 96,345,528 -- 96,345,528
Earthgrains Company, Inc.
common stock -- -- -- -- -- --
Other investments* -- -- -- -- -- 216,704,947
----------- ----------- ---------- ----------- ----------- --------------
Total investments 23,930,968 24,017,018 6,718,955 96,345,528 -- 3,718,715,292
----------- ----------- ---------- ----------- ----------- --------------
Total assets 23,930,968 24,017,018 6,718,955 96,345,528 -- 3,718,715,292
----------- ----------- ---------- ----------- ----------- --------------
LIABILITIES
Due to broker for securities
purchased (68,435) (61,948) (22,363) -- -- (3,413,424)
Interest payable -- -- -- -- -- (5,453,250)
Notes payable -- -- -- -- -- (132,200,000)
----------- ----------- --------- ----------- ----------- --------------
Total liabilities (68,435) (61,948) (22,363) -- -- (141,066,674)
----------- ----------- ---------- ----------- ----------- --------------
Net assets available for benefits $23,862,533 $23,955,070 $6,696,592 $96,345,528 $ -- $3,577,648,618
=========== =========== ========== =========== =========== ==============
<FN>
* Represents more than 5% of net assets available for benefits
</TABLE>
<PAGE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
PAGE 2 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
MARCH 31, 2001
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM LARGE MANAGED
COMPANIES, INC. FIXED INCOME FIXED INCOME CAP BALANCED
STOCK FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $2,882,256,925 $ -- $ -- $ -- $ --
Interest bearing cash 69,123,070 -- -- -- --
U.S. government securities -- 16,455,200 -- -- --
Corporate debt instruments -- 15,396,224 -- -- --
Insurance contracts -- -- 46,401,988 -- 20,518,875
Interest in common/
collective trusts -- -- -- -- --
Interest in registered
investment companies -- -- -- -- --
Loans to participants -- -- -- -- --
Earthgrains Company, Inc.
common stock -- -- -- -- --
Other investments* -- 2,693,982 -- 222,615,011 --
-------------- ----------- ----------- ------------ -----------
Total investments 2,951,379,995 34,545,406 46,401,988 222,615,011 20,518,875
-------------- ----------- ----------- ------------ -----------
Total assets 2,951,379,995 34,545,406 46,401,988 222,615,011 20,518,875
-------------- ----------- ----------- ------------ -----------
LIABILITIES
Due to broker for securities purchased -- (3,311,840) (76,243) (564,112) (60,183)
Interest payable (7,103,250) -- -- -- --
Notes payable (172,200,000) -- -- -- --
-------------- ----------- ----------- ------------ -----------
Total liabilities (179,303,250) (3,311,840) (76,243) (564,112) (60,183)
-------------- ----------- ----------- ------------ -----------
Net assets available for benefits $2,772,076,745 $31,233,566 $46,325,745 $222,050,899 $20,458,692
============== =========== =========== ============ ===========
<CAPTION>
INDEX EARTHGRAINS
BALANCED SMALL/MID INTERNATIONAL PARTICIPANT COMPANY
FUND CAP FUND STOCK FUND LOAN FUND STOCK FUND TOTAL
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $ -- $ -- $ -- $ -- $ -- $2,882,256,925
Interest bearing cash -- -- 607 -- 185 69,123,862
U.S. government securities -- -- -- -- -- 16,455,200
Corporate debt instruments -- -- -- -- -- 15,396,224
Insurance contracts -- -- -- -- -- 66,920,863
Interest in common/
collective trusts 19,042,785 7,132,411 -- -- -- 26,175,196
Interest in registered
investment companies 2,136,414 -- 3,659,841 -- -- 5,796,255
Loans to participants -- -- -- 91,422,775 -- 91,422,775
Earthgrains Company, Inc.
common stock -- -- -- -- 19,989,407 19,989,407
Other investments* -- -- -- -- 96,285 225,405,278
----------- ----------- ----------- ----------- ----------- --------------
Total investments 21,179,199 7,132,411 3,660,448 91,422,775 20,085,877 3,418,941,985
----------- ----------- ----------- ----------- ----------- --------------
Total assets 21,179,199 7,132,411 3,660,448 91,422,775 20,085,877 3,418,941,985
----------- ----------- ----------- ----------- ----------- --------------
LIABILITIES
Due to broker for securities
purchased (59,182) (28,867) (13,353) -- -- (4,113,780)
Interest payable -- -- -- -- -- (7,103,250)
Notes payable -- -- -- -- -- (172,200,000)
----------- ----------- ----------- ----------- ----------- --------------
Total liabilities (59,182) (28,867) (13,353) -- -- (183,417,030)
----------- ----------- ----------- ----------- ----------- --------------
Net assets available for benefits $21,120,017 $ 7,103,544 $ 3,647,095 $91,422,775 $20,085,877 $3,235,524,955
=========== =========== =========== =========== =========== ==============
<FN>
* Represents more than 5% of net assets available for benefits
</TABLE>
<PAGE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX B
PAGE 1 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED MARCH 31, 2002
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED INDEX
COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED BALANCED
STOCK FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $ 67,280,795 $ 1,171,738 $ 2,470,907 $ 13,361,951 $ 1,315,308 $ 1,464,603
Employer 20,224,754 -- -- -- -- --
Rollovers -- 3,483,034 -- -- -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total contributions 87,505,549 4,654,772 2,470,907 13,361,951 1,315,308 1,464,603
Investment income:
Interest 1,723,511 1,233,264 -- 3,044,591 -- 8
Dividends 43,057,554 -- -- -- -- --
Net realized and unrealized
appreciation in fair value
of investments 257,753,705 54,015 2,486,570 (2,732,925) 800,358 649,969
-------------- ----------- ----------- ------------ ----------- -----------
Total additions 390,040,319 5,942,051 4,957,477 13,673,617 2,115,666 2,114,580
-------------- ----------- ----------- ------------ ----------- -----------
Deductions from net assets attributed to:
Distributions to participants 163,635,382 7,604,049 4,312,576 13,173,008 1,087,587 1,593,147
Interest expense 10,906,500 -- -- -- -- --
Administrative expenses 66,193 -- -- -- -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total deductions 174,608,075 7,604,049 4,312,576 13,173,008 1,087,587 1,593,147
Net transfers in (out) 86,594,824 13,843,716 24,693,503 (7,507,551) 1,074,921 2,221,083
-------------- ----------- ----------- ------------ ----------- -----------
Net increase (decrease) 302,027,068 12,181,718 25,338,404 (7,006,942) 2,103,000 2,742,516
Net assets available for benefits:
Beginning of year 2,772,076,745 31,233,566 46,325,745 222,050,899 20,458,692 21,120,017
-------------- ----------- ----------- ------------ ----------- -----------
End of year $3,074,103,813 $43,415,284 $71,664,149 $215,043,957 $22,561,692 $23,862,533
============== =========== =========== ============ =========== ===========
<CAPTION>
EARTHGRAINS
SMALL/MID INTERNATIONAL PARTICIPANT COMPANY
CAP FUND STOCK FUND LOAN FUND STOCK FUND TOTAL
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $ 1,062,102 $ 404,928 $ -- $ -- $ 88,532,332
Employer -- -- -- -- 20,224,754
Rollovers -- -- -- -- 3,483,034
----------- ---------- ----------- ------------ --------------
Total contributions 1,062,102 404,928 -- -- 112,240,120
Investment income:
Interest -- -- 7,881,209 11,233 13,893,816
Dividends -- -- -- 54,494 43,112,048
Net realized and unrealized
appreciation in fair value
of investments 1,385,927 (242,676) -- 16,838,853 276,993,796
----------- ---------- ----------- ------------ --------------
Total additions 2,448,029 162,252 7,881,209 16,904,580 446,239,780
----------- ---------- ----------- ------------ --------------
Deductions from net assets attributed to:
Distributions to participants 651,566 280,125 1,906,150 991,197 195,234,787
Interest expense -- -- -- -- 10,906,500
Administrative expenses -- -- -- -- 66,193
----------- ---------- ----------- ------------ --------------
Total deductions 651,566 280,125 1,906,150 991,197 206,207,480
Net transfers in (out) 15,055,063 3,167,370 (1,052,306) (35,999,260) 102,091,363
----------- ---------- ----------- ------------ --------------
Net increase (decrease) 16,851,526 3,049,497 4,922,753 (20,085,877) 342,123,663
Net assets available for benefits:
Beginning of year 7,103,544 3,647,095 91,422,775 20,085,877 3,235,524,955
----------- ---------- ----------- ------------ --------------
End of year $23,955,070 $6,696,592 $96,345,528 $ -- $3,577,648,618
=========== ========== =========== ============ ==============
</TABLE>
<PAGE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX B
PAGE 2 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED MARCH 31, 2001
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM LARGE MANAGED INDEX
COMPANIES, INC. FIXED INCOME FIXED INCOME CAP BALANCED BALANCED
STOCK FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $ 61,477,474 $ 893,149 $ 1,784,261 $ 15,692,287 $ 1,471,792 $ 1,463,397
Employer 2,928,923 -- -- -- -- --
Rollovers 139,459 449,907 3,089 31,479 7,351 10,879
-------------- ----------- ----------- ------------ ----------- -----------
Total contributions 64,545,856 1,343,056 1,787,350 15,723,766 1,479,143 1,474,276
Investment income:
Interest 2,926,612 1,660,261 14,717 3,774,531 -- --
Dividends 41,304,515 -- -- -- -- --
Net realized and unrealized
appreciation in fair value
of investments 944,625,016 499,922 4,330,094 (66,014,432) (2,136,459) (1,609,721)
-------------- ----------- ----------- ------------ ----------- -----------
Total additions 1,053,401,999 3,503,239 6,132,161 (46,516,135) (657,316) (135,445)
-------------- ----------- ----------- ------------ ----------- -----------
Deductions from net assets attributed to:
Distributions to participants 195,569,578 6,923,100 4,124,310 29,342,206 2,291,390 4,074,530
Interest expense 14,206,500 -- -- -- -- --
Administrative expenses 47,123 -- -- -- -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total deductions 209,823,201 6,923,100 4,124,310 29,342,206 2,291,390 4,074,530
Net increase (decrease) 843,578,798 (3,419,861) 2,007,851 (75,858,341) (2,948,706) (4,209,975)
Net transfers in (out) (16,481,507) 16,495,086 10,007,803 (14,708,731) (85,252) 714,732
-------------- ----------- ----------- ------------ ----------- -----------
Net assets available for benefits:
Beginning of year 1,944,979,454 18,158,341 34,310,091 312,617,971 23,492,650 24,615,260
-------------- ----------- ----------- ------------ ----------- -----------
End of year $2,772,076,745 $31,233,566 $46,325,745 $222,050,899 $20,458,692 $21,120,017
============== =========== =========== ============ =========== ===========
<CAPTION>
EARTHGRAINS
SMALL/MID INTERNATIONAL PARTICIPANT COMPANY
CAP FUND STOCK FUND LOAN FUND STOCK FUND TOTAL
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $ 113,841 $ 53,743 $ -- $ -- $ 82,949,944
Employer -- -- -- -- 2,928,923
Rollovers -- -- -- -- 642,164
----------- ---------- ----------- ----------- --------------
Total contributions 113,841 53,743 -- -- 86,521,031
Investment income:
Interest -- 6 7,419,696 371 15,796,194
Dividends -- -- -- 233,984 41,538,499
Net realized and unrealized
appreciation in fair value
of investments (1,204,398) (242,359) -- 6,709,053 884,956,716
----------- ---------- ----------- ----------- --------------
Total additions (1,090,557) (188,610) 7,419,696 6,943,408 1,028,812,440
----------- ---------- ----------- ----------- --------------
Deductions from net assets attributed to:
Distributions to participants 37,583 1,170 1,109,272 2,012,738 245,485,877
Interest expense -- -- -- -- 14,206,500
Administrative expenses -- -- -- -- 47,123
----------- ---------- ----------- ----------- --------------
Total deductions 37,583 1,170 1,109,272 2,012,738 259,739,500
Net increase (decrease) (1,128,140) (189,780) 6,310,424 4,930,670 769,072,940
Net transfers in (out) 8,231,684 3,836,875 (4,102,576) (1,666,189) 2,241,925
----------- ---------- ----------- ----------- --------------
Net assets available for benefits:
Beginning of year -- -- 89,214,927 16,821,396 2,464,210,090
----------- ---------- ----------- ----------- --------------
End of year $ 7,103,544 $3,647,095 $91,422,775 $20,085,877 $3,235,524,955
=========== ========== =========== =========== ==============
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>9
<FILENAME>ex99p3.txt
<DESCRIPTION>FORM 11-K
<TEXT>
<PAGE>
Exhibit 99.3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(x) Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the Fiscal year ended March 31, 2002
OR
( ) Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (NO FEE REQUIRED)
For the Transition period From to
---------- ----------
Commission File Number
-----------------
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Employees Covered By A Collective Bargaining Agreement)
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ANHEUSER-BUSCH COMPANIES, INC.
One Busch Place
St. Louis, Missouri 63118
<PAGE>
<PAGE>
Item 1. Plan is subject to ERISA, see Item 4 for required information.
Item 2. Plan is subject to ERISA, see Item 4 for required information.
Item 3. Plan is subject to ERISA, see Item 4 for required information.
Item 4. Financial Statements and Exhibits
---------------------------------
(a) Report of Independent Accountant
Financial Statements*:
Statement of Net Assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Additional Information*:
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
Statement of Net Assets Available for Benefits with Fund
Information and Statement of Changes in Net Assets Available
for Benefits with Fund Information
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
Statement of Changes in Net Assets Available for Benefits with
Fund Information
(b) Exhibits:
None
<FN>
* Schedules required by 29 CFR 2520.103-10 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under
ERISA have been omitted because they are not applicable.
2
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the Plan) have duly caused
this annual report to be signed by the undersigned thereunto duly
authorized.
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES
COVERED BY A COLLECTIVE BARGAINING
AGREEMENT)
By: /s/ J. TIMOTHY FARRELL
-----------------------------------
J. Timothy Farrell
Vice President,
Employee Benefits
Dated: September 27, 2002
3
<PAGE>
<PAGE>
[PRICEWATERHOUSECOOPERS LOGO]
PricewaterhouseCoopers LLP
800 Market Street
St. Louis, MO 63101
Telephone (314) 206 8500
REPORT OF INDEPENDENT ACCOUNTANT
To the Participants and Administrator
of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For
Employees Covered by a Collective
Bargaining Agreement)
In our opinion, the accompanying statement of net assets available for
benefits and the related statement of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the Anheuser-Busch Deferred Income Stock Purchase and
Savings Plan (For Employees Covered by a Collective Bargaining Agreement)
(the "Plan") at March 31, 2002 and 2001, and the changes in net assets
available for benefits for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the Plan's management;
our responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States
of America, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
August 23, 2002
<PAGE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2002 AND 2001
- --------------------------------------------------------------------------------
<CAPTION>
MARCH 31,
2002 2001
<S> <C> <C>
ASSETS
Contributions receivable
Participants $ 617,615 $ 598,040
Employer - 13,251,117
-------------- --------------
617,615 13,849,157
Interest in Master Trust 1,538,007,455 1,445,823,286
-------------- --------------
Total assets 1,538,625,070 1,459,672,443
-------------- --------------
LIABILITIES
Due to broker for securities purchased (1,532,302) (868,020)
Interest payable (2,726,625) (3,551,625)
Notes payable (66,100,000) (86,100,000)
-------------- --------------
Total liabilities (70,358,927) (90,519,645)
-------------- --------------
Net assets available for benefits $1,468,266,143 $1,369,152,798
============== ==============
The accompanying notes are an integral part of these financial statements.
</TABLE>
-2-
<PAGE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2002 AND 2001
- ---------------------------------------------------------------------------------------------
<CAPTION>
FOR THE YEAR ENDED
MARCH 31,
2002 2001
<S> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $ 32,476,050 $ 31,475,959
Employer - 8,257,120
Rollovers 484,091 196,921
-------------- --------------
Total contributions 32,960,141 39,930,000
Investment income:
Net realized and unrealized appreciation
in fair value of investments 178,005,887 423,716,947
Interest 4,855,034 5,043,559
Dividends 2,607,958 3,245,354
-------------- --------------
Total additions 218,429,020 471,935,860
-------------- --------------
Deductions from net assets attributed to:
Distributions to participants 107,208,036 137,863,683
Interest expense 5,453,250 7,103,250
Administrative expenses 46,554 25,814
-------------- --------------
Total deductions 112,707,840 144,992,747
-------------- --------------
Net increase 105,721,180 326,943,113
Net transfers out (6,607,835) (962,196)
Net assets available for benefits:
Beginning of year 1,369,152,798 1,043,171,881
-------------- --------------
End of year $1,468,266,143 $1,369,152,798
============== ==============
The accompanying notes are an integral part of these financial statements.
</TABLE>
-3-
<PAGE>
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
GENERAL
The Anheuser-Busch Deferred Income Stock Purchase and Savings Plan
(For Employees Covered by a Collective Bargaining Agreement) (the
Plan) was established as a result of an amendment to the
Anheuser-Busch Employee Stock Purchase and Savings Plan (the
Original Plan). The Original Plan was established by
Anheuser-Busch, Inc., effective April 1, 1976. The Original Plan
was divided into two separate plans effective January 1, 1985: the
Deferred Income Stock Purchase and Savings Plan and the Employee
Stock Purchase and Savings Plan. The Plan is a continuation of the
Original Plan except that certain additional features were added,
including provisions for Before-Tax Contributions pursuant to
Section 401(k) of the Internal Revenue Code. Upon amendment
effective March 1, 1986, the Plan was created and limited
eligibility to employees who are members of collective units and
whose collective bargaining agreement specifically provides for
participation of such members. The Plan covers eligible employees
of Anheuser-Busch Companies, Inc. (the Company) and certain
subsidiaries of the Company.
PLAN ADMINISTRATION
The Plan's named fiduciaries are the Company, as Sponsor and Plan
Administrator, and Mellon Bank, N.A. as the Trustee. As Sponsor,
the Company has the right to amend the Plan, designate the Plan's
named fiduciaries and exercise all fiduciary functions necessary
for the operation of the Plan except those which are assigned to
another named fiduciary by the Plan or the related trust agreement.
The Trustee has the exclusive authority and discretion to invest,
manage and hold the assets of the trust in accordance with the
provisions of the Plan and the separate trust agreement.
The Plan was amended effective June 1, 1989, to add provisions to
make the Plan a stock bonus plan and to permit the leveraged
acquisition of Company stock by the Plan. As such, the Plan is
subject to the requirements of an employee stock ownership plan
(ESOP) under Section 4975(e)(7) of the Internal Revenue Code. The
Trustee was specifically empowered to enter into loans, on behalf
of the Plan, and guaranteed by the Company, to acquire Company
stock or to repay a prior ESOP loan.
Effective April 1, 1994, the Plan was amended to incorporate
various changes to the Plan, including changes in participants'
contribution limits, changes in Company matching contributions, the
addition of the Managed Balanced Fund and Indexed Balanced Fund
investment options, and decreasing vesting period from three years
to two years.
Effective April 1, 2000, the Plan was amended to incorporate
various changes to the Plan, including the addition of the
Small/Mid Cap Stock Index Fund and International Stock Index Fund,
the renaming of the Equity Index Fund to the Large Cap Stock Index
Fund, and the acceptance of rollover contributions into the Plan.
During 2002, the Plan was amended to incorporate various changes to
the Plan, including, among other things, the election by
participants, who meet certain requirements, to either receive
-4-
<PAGE>
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
dividends on the allocated shares of Company stock in cash or to
direct the dividends to be reinvested in Company stock within the
Plan.
PLAN PARTICIPATION
Each employee of a participating employer (other than employees not
covered by a collective bargaining agreement) of the Company is
eligible to participate in the Plan after one year of service,
during which the employee worked 1,000 hours. Participation by
eligible employees is voluntary.
CONTRIBUTIONS
A participant may make matched and unmatched contributions. Both
matched and unmatched contributions may be before-tax and
after-tax. A participant may contribute from 1% to 6% of their base
compensation through payroll deductions for Before-Tax Matched
Contributions and After-Tax Matched Contributions. The sum of these
matched contributions may not be less than 1% nor more than 6% of
the participant's base compensation. In addition, a participant may
contribute from 1% to 10% of their base compensation through
payroll deductions for Before-Tax Unmatched Contributions and
After-Tax Unmatched Contributions; however, the unmatched
contribution rates may not exceed 10% of the participant's base
compensation and are subject to other limitations as set forth in
the Plan agreement. In addition, the sum of Before-Tax Matched and
Unmatched Contributions must not exceed 16% of a participant's base
compensation, subject to certain limitations of the Internal
Revenue Code. The participant's employer then contributes a
matching amount, determined annually, based on the relationship of
the Company's net income to its payroll for the year most recently
ended. However, in no event may the participating employer's
matching contribution be less than 33-1/3% nor more than 100% of
the aggregate participant contributions. The Company may, however,
contribute an amount in excess of the matching contribution to
enable the Plan to meet its debt service payments.
The Company may also be required to make a Supplemental
Contribution. Supplemental Contributions are made by transferring
shares of Anheuser-Busch Common Stock from the ESOP and allocating
the shares to participants who have account balances as of the end
of the Plan year, or by a cash payment from the Company, and are
required to be made within 180 days of the Plan's year end. For the
year ended March 31, 2002, 177,456 shares with a value of
$9,262,681 were transferred from the ESOP to participant accounts
on March 29, 2002 for the required Supplemental Contribution. The
Company made an additional contribution of 351,755 shares with a
value of $18,361,611 on March 30, 2002 through the transfer of ESOP
shares to participant accounts. For the year ended March 31, 2001,
177,544 shares with a value of $8,154,582 were transferred from the
ESOP to participant accounts on March 30, 2001 as well as 104,813
shares with a value of $4,814,075 on March 30, 2001 for the
required Supplemental Contribution.
Employee contributions vest and become non-forfeitable immediately.
Company contributions for participants actively employed by the
Company on or prior to March 31, 1991 vest immediately. For
participants subsequently employed, Company contributions vest and
become non-forfeitable after two years of service. Company
contributions also vest and become non-forfeitable upon termination
of employment by reason of death, permanent disability, entry into
-5-
<PAGE>
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
military service, layoff exceeding twelve months, upon termination
of employment for any reason, including retirement, after reaching
age 60, or in the event of a "change in control" of the Company (as
defined in the Plan). Forfeitures of nonvested balances reduce
future employer contributions. There were $3,880 and $5,237 of
forfeitures during the years ended March 31, 2002 and 2001,
respectively.
INVESTMENTS
The Trustee maintains an Anheuser-Busch Companies, Inc. Stock Fund,
a Short-Term Fixed Income Fund, a Medium-Term Fixed Income Fund, a
Large Cap Stock Index Fund, a Managed Balanced Fund, an Index
Balanced Fund, a Small/Mid Cap Stock Index Fund, and an
International Stock Index Fund for the investment of participant
and employer contributions. All employer contributions are invested
in the Company Stock Fund. At least one-half of each participant's
both Before-Tax and After-Tax Matched Contributions shall be
invested in the Company Stock Fund for certain periods of time. The
participant may direct the remaining one-half of each type of
matched contributions to be invested in increments of 1% into any
fund established under the Plan. The participant may direct
unmatched contributions to be deposited into any fund of the Plan
in increments of 1%. Earnings are reinvested in the fund to which
they relate.
The Anheuser-Busch Companies, Inc. Defined Contribution Master
Trust (Master Trust) has been established for each of the
investment funds for the investment of the Plan's assets and the
assets of the other stock purchase and savings plans sponsored by
the Company.
DISTRIBUTIONS
The Plan permits in-service withdrawals as defined in the Plan
document, subject to certain restrictions. Distributions for
terminations are comprised of the participant's personal
contribution portion and the vested Company contribution portion of
their account. Distributions for whole numbers of shares held in
the Company stock fund are payable in Company shares while the
value of fractional shares and all interests in the other funds are
payable in cash. Alternatively, the participant may elect to have
non-share investments transferred to the Company Stock Fund and
distributed thereafter in shares with fractional shares distributed
in cash. In-service distributions are payable at the election of
the participant in Company shares or in cash.
PARTICIPANT LOANS
A participant may borrow from Before-Tax and/or After-Tax vested
account balances. The minimum loan amount is $1,000; the maximum
amount is the lesser of $50,000 less the highest outstanding loan
balance under the Plan during the one year period ending on the day
before the loan is made, or 50% of the vested account balance. The
interest rate for the life of the loan is set quarterly at prime
plus one percentage point based on the prime rate at the end of the
preceding quarter. The term of a loan for the purchase of a
principal residence may be up to 10 years; the term of a loan for
any other reason may not exceed 5 years.
PLAN EXPENSES
Under the Master Trust agreement with the Trustee, the Company may
pay all expenses incurred in the administration of the Master
Trust, including trustee fees, but is not obligated to do so.
-6-
<PAGE>
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
Trustee expenses not paid by the Company are paid by the Master
Trust and proportionately allocated to the participating plans. All
other expenses are paid by the Plan.
PLAN TERMINATION
The Company anticipates that the Plan will continue without
interruption but reserves the right to terminate its participation
in the Plan subject to the provisions of the Employee Retirement
Income Securities Act of 1974 (ERISA). Such termination would
result in the immediate and full vesting of each participant's
account balance. The Trustee would then retain the assets until
otherwise distributable under the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements are prepared on the accrual basis
of accounting.
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America, requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial
statements and the reported amounts of additions to and deductions
from net assets during the reporting period. Actual results could
differ from those estimates. Certain prior year amounts have been
reclassified to conform to the current year presentation.
INVESTMENT VALUATION
Investments in common stock, U.S. government securities, and
corporate debt instruments are stated at fair value based on the
quoted market price at March 31 each year. Investments in interest
bearing cash, insurance contracts, interests in common/collective
trusts, and interests in registered investment companies are stated
at fair value as determined by the Trustee. Participant loans are
valued at cost which approximates fair value.
Investment securities are exposed to various risks, such as
interest rate, market, and credit risk. Due to the level of risk
associated with certain investment securities and the level of
uncertainty related to changes in the value of investment
securities, it is at least reasonably possible that changes in
risks in the near term could materially affect the amounts reported
in the Statement of Net Assets Available for Benefits.
-7-
<PAGE>
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
SECURITY TRANSACTIONS AND INVESTMENT INCOME
Purchases and sales of investments, and related realized gains and
losses, are recorded on the trade date. Interest income is recorded
as earned. Dividend income is recorded on the ex-dividend date. Net
realized and unrealized appreciation/depreciation in fair value of
investments is comprised of the change in market value from the
beginning to the end of the Plan year for investments retained in
the Plan, and realized gains and losses on security transactions
which represent the difference between proceeds and cost.
ALLOCATION OF ASSETS
The Plan participates in the Master Trust established for the
investments of this plan and the other stock purchase and savings
plans sponsored by the Company. Units of participation in the
Master Trust are allocated to participating plans based on the
relationship of individual plan contributions to the market value
of the Master Trust. Earned income, realized and unrealized gains
and losses, and administrative expenses are retained in the Master
Trust and are allocated to participating plans by the Trustee,
based on units of participation on the transaction date.
DISTRIBUTIONS TO PARTICIPANTS
Distributions are recorded when paid.
3. INTERESTS IN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION
MASTER TRUST
Effective September 1, 1995 the Company and the Trustee entered
into a new master trust agreement. In accordance with the
agreement, the Plan exchanged its investments in: the
Anheuser-Busch Companies, Inc. Common Stock Fund, the
Anheuser-Busch Companies, Inc. Short Term Fixed Income Master
Trust, the Anheuser-Busch Companies, Inc. Medium Term Fixed Income
Master Trust, the Anheuser-Busch Companies, Inc. Capital Equity
Index Fund Master Trust, the Anheuser-Busch Companies, Inc. Managed
Balanced Fund Master Trust, and the Anheuser-Busch Companies, Inc.
Indexed Balanced Fund Master Trust for units of participation in
the Anheuser-Busch Companies, Inc. Defined Contribution Master
Trust. Effective March 26, 1996 the Earthgrains Company Stock Fund
was added to the Anheuser-Busch Companies, Inc. Defined
Contribution Master Trust. The Earthgrains Company Stock Fund was
liquidated on August 10, 2001 as a result of Earthgrains Company
being purchased by Sara Lee Corporation. Effective December 1, 2000
the Small/Mid Cap Stock Index Fund and the International Stock
Index Fund were added to the Anheuser-Busch Companies, Inc. Defined
Contribution Master Trust. The assets of the Master Trust are held
by Mellon Bank, N.A.
At March 31, 2002 and 2001, the Plan's interest in the net assets
of the Master Trust was approximately 42% and 42%, respectively of
total Master Trust assets.
-8-
<PAGE>
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
The following table presents the fair value of investments for the
Master Trust:
<TABLE>
<CAPTION>
MARCH 31,
2002 2001
<S> <C> <C>
Investments at fair value:
Anheuser-Busch common stock* $3,211,757,063 $2,951,379,995
Short-term fixed income 46,050,681 34,545,406
Medium-term fixed income 71,806,352 46,401,988
Large cap index* 215,527,035 222,615,011
Managed balanced 22,561,692 20,518,875
Index balanced 23,930,968 21,179,199
Small/Mid cap index 24,017,018 7,132,411
International stock index 6,718,955 3,660,448
Participant loans 96,345,528 91,422,775
Earthgrains Company common stock - 20,085,877
-------------- --------------
$3,718,715,292 $3,418,941,985
============== ==============
<FN>
* Represents more than 5% of net assets available for benefits.
</TABLE>
Investment income for the Master Trust is as follows:
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
2002 2001
<S> <C> <C>
Net appreciation (depreciation) in fair value
of investments:
Anheuser-Busch common stock $257,753,705 $944,625,016
Short-term fixed income 54,015 499,922
Medium-term fixed income 2,486,570 4,330,094
Large cap index (2,732,925) (66,014,432)
Managed balanced 800,358 (2,136,459)
Index balanced 649,969 (1,609,721)
Small/Mid cap index 1,385,927 (1,204,398)
International stock index (242,676) (242,359)
Earthgrains Company common stock 16,838,853 6,709,053
------------ ------------
276,993,796 884,956,716
------------ ------------
Interest 13,893,816 15,796,194
Dividends 43,112,048 41,538,499
------------ ------------
$333,999,660 $942,291,409
============ ============
</TABLE>
-9-
<PAGE>
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
Further financial information for the Anheuser-Busch Companies,
Inc. Defined Contribution Master Trust as of and for the years
ended March 31, 2002 and 2001 are included as Appendix A and B.
4. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the
Company by a letter dated November 29, 2001, that the Plan is
designed in accordance with applicable sections of the Internal
Revenue Code subject to the adoption of certain amendments. During
2002 the Plan has been amended to adopt all such amendments.
Therefore, the underlying trust of such a Plan is exempt from
federal income taxes under Section 501 of the Internal Revenue Code
and no provision for income taxes has been included in the Plan's
financial statements.
5. NOTES PAYABLE
In June 1989, the Plan issued $250 million in guaranteed 8.32% ESOP
notes (Notes) to a group of insurance companies and other financial
institutions. In September 1993, the interest rate was reduced to
8.25% per annum retroactive to January 1, 1993. Interest is payable
on March 31 and September 30 of each year. Principal is payable in
annual installments until maturity on March 31, 2004. The Notes are
guaranteed by Anheuser-Busch Companies, Inc. Proceeds of the Notes
were used to purchase 45,325,784 shares of Company stock, the
unallocated portion of which is pledged as collateral for the
Notes. The shares are maintained in the Anheuser-Busch Companies,
Inc. Stock Fund and are released and allocated to Plan participants
based on calculations specified in the Plan document as
contributions are made to the Plan. During the years ended March
31, 2002 and 2001, 1,415,934 and 1,453,474 shares were released to
participants, respectively. At March 31, 2002 and 2001, the Company
Stock Fund held 3,258,860 and 4,674,794 unallocated shares,
respectively, at market values of $170,112,692 and $203,801,928,
respectively.
Principal maturities for each of the years ending March 31, are as
follows:
2003 $22,000,000
2004 23,150,000
-----------
$45,150,000
===========
The principle due on March 31, 2002 of $20,950,000 was not paid
until April 1, 2002, the first business day after March 31, 2002.
This amount is therefore included as a Plan liability at March 31,
2002.
-10-
<PAGE>
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
6. RECONCILIATION OF FINANCIAL STATEMENTS TO 5500
The following is a reconciliation of net assets available for
benefits per the financial statements at March 31, 2002 and 2001 to
the Plan's Form 5500:
<TABLE>
<CAPTION>
2002 2001
<S> <C> <C>
Net assets available for benefits per the
financial statements $1,496,203,896 $1,369,152,798
Amounts allocated to withdrawing participants (9,690,692) (1,859,831)
-------------- --------------
Net assets available for benefits per the Form 5500 $1,486,513,204 $1,367,292,967
============== ==============
</TABLE>
The following is a reconciliation of benefits paid to participants
per the financial statements for the year ended March 31, 2002 to
the Plan's Form 5500:
<TABLE>
<CAPTION>
2002
<S> <C>
Benefits paid to participants per the
financial statements $107,208,036
Add: Amounts allocated to withdrawing
participants at March 31, 2002 9,690,692
Deduct: Amounts allocated to withdrawing
participants as of March 31, 2001 (1,859,831)
------------
Benefits paid to participants per Form 5500 $115,038,897
============
</TABLE>
Amounts allocated to withdrawing participants are recorded on the
Form 5500 for benefit claims that have been processed and approved
for payment prior to March 31, 2002, but not yet paid as of that
date.
7. TRANSACTIONS WITH PARTIES-IN-INTEREST
During the years ended March 31, 2002 and 2001, transactions with
the Company included aggregate common stock purchases totaling
$39,841,930 and $37,972,381, respectively and aggregate common
stock sales totaling $9,939,720 and $19,931,055, respectively.
These transactions are allowable party-in-interest transactions
under Section 408(e) and 408(b)(8) of ERISA and the regulations
promulgated thereunder.
During the years ended March 31, 2002 and 2001, the Plan purchased
and sold investments in the Employee Benefit Temporary Investment
Fund of Mellon Bank N.A., the Plan trustee. Transactions with the
Fund included aggregate investment purchases totaling $72,021,078
and $95,133,310, respectively and aggregate investment sales
totaling $61,920,562 and $64,206,101, respectively. These
transactions are allowable party-in-interest transactions under
Section 408(e) and 408(b)(8) of ERISA and the regulations
promulgated thereunder.
-11-
<PAGE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
PAGE 1 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
MARCH 31, 2002
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED INDEX
COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED BALANCED
STOCK FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $3,131,769,304 $ -- $ -- $ -- $ -- $ --
Interest bearing cash 79,987,759 11,468,769 -- -- -- --
U.S. government securities -- 3,774,804 -- -- -- --
Corporate debt instruments -- 29,629,196 -- -- -- --
Insurance contracts -- -- 71,806,352 -- 22,561,692 --
Interest in common/
collective trusts -- -- -- -- -- 21,495,474
Interest in registered
investment companies -- -- -- -- -- 2,435,494
Loans to participants -- -- -- -- -- --
Earthgrains Company, Inc.
common stock -- -- -- -- -- --
Other investments* -- 1,177,912 -- 215,527,035 -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total investments 3,211,757,063 46,050,681 71,806,352 215,527,035 22,561,692 23,930,968
-------------- ----------- ----------- ------------ ----------- -----------
Total assets 3,211,757,063 46,050,681 71,806,352 215,527,035 22,561,692 23,930,968
-------------- ----------- ----------- ------------ ----------- -----------
LIABILITIES
Due to broker for securities
purchased -- (2,635,397) (142,203) (483,078) -- (68,435)
Interest payable (5,453,250) -- -- -- -- --
Notes payable (132,200,000) -- -- -- -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total liabilities (137,653,250) (2,635,397) (142,203) (483,078) -- (68,435)
-------------- ----------- ----------- ------------ ----------- -----------
Net assets available for benefits $3,074,103,813 $43,415,284 $71,664,149 $215,043,957 $22,561,692 $23,862,533
============== =========== =========== ============ =========== ===========
<CAPTION>
EARTHGRAINS
SMALL/MID INTERNATIONAL PARTICIPANT COMPANY
CAP FUND STOCK FUND LOAN FUND STOCK FUND TOTAL
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $ -- $ -- $ -- $ -- $3,131,769,304
Interest bearing cash -- -- -- -- 91,456,528
U.S. government securities -- -- -- -- 3,774,804
Corporate debt instruments -- -- -- -- 29,629,196
Insurance contracts -- -- -- -- 94,368,044
Interest in common/
collective trusts 24,017,018 -- -- -- 45,512,492
Interest in registered
investment companies -- 6,718,955 -- -- 9,154,449
Loans to participants -- -- 96,345,528 -- 96,345,528
Earthgrains Company, Inc.
common stock -- -- -- -- --
Other investments* -- -- -- -- 216,704,947
----------- ---------- ----------- ----------- --------------
Total investments 24,017,018 6,718,955 96,345,528 -- 3,718,715,292
----------- ---------- ----------- ----------- --------------
Total assets 24,017,018 6,718,955 96,345,528 -- 3,718,715,292
----------- ---------- ----------- ----------- --------------
LIABILITIES
Due to broker for securities
purchased (61,948) (22,363) -- -- (3,413,424)
Interest payable -- -- -- -- (5,453,250)
Notes payable -- -- -- -- (132,200,000)
----------- ---------- ----------- ----------- --------------
Total liabilities (61,948) (22,363) -- -- (141,066,674)
----------- ---------- ----------- ----------- --------------
Net assets available for benefits $23,955,070 $6,696,592 $96,345,528 $ -- $3,577,648,618
=========== ========== =========== =========== ==============
<FN>
* Represents more than 5% of net assets available for benefits
</TABLE>
<PAGE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
PAGE 2 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
MARCH 31, 2001
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM LARGE MANAGED INDEX
COMPANIES, INC. FIXED INCOME FIXED INCOME CAP BALANCED BALANCED
STOCK FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $2,882,256,925 $ -- $ -- $ -- $ -- $ --
Interest bearing cash 69,123,070 -- -- -- -- --
U.S. government securities -- 16,455,200 -- -- -- --
Corporate debt instruments -- 15,396,224 -- -- -- --
Insurance contracts -- -- 46,401,988 -- 20,518,875 --
Interest in common/
collective trusts -- -- -- -- -- 19,042,785
Interest in registered
investment companies -- -- -- -- -- 2,136,414
Loans to participants -- -- -- -- -- --
Earthgrains Company, Inc.
common stock -- -- -- -- -- --
Other investments* -- 2,693,982 -- 222,615,011 -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total investments 2,951,379,995 34,545,406 46,401,988 222,615,011 20,518,875 21,179,199
-------------- ----------- ----------- ------------ ----------- -----------
Total assets 2,951,379,995 34,545,406 46,401,988 222,615,011 20,518,875 21,179,199
-------------- ----------- ----------- ------------ ----------- -----------
LIABILITIES
Due to broker for securities
purchased -- (3,311,840) (76,243) (564,112) (60,183) (59,182)
Interest payable (7,103,250) -- -- -- -- --
Notes payable (172,200,000) -- -- -- -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total liabilities (179,303,250) (3,311,840) (76,243) (564,112) (60,183) (59,182)
-------------- ----------- ----------- ------------ ----------- -----------
Net assets available for benefits $2,772,076,745 $31,233,566 $46,325,745 $222,050,899 $20,458,692 $21,120,017
============== =========== =========== ============ =========== ===========
<CAPTION>
EARTHGRAINS
SMALL/MID INTERNATIONAL PARTICIPANT COMPANY
CAP FUND STOCK FUND LOAN FUND STOCK FUND TOTAL
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $ -- $ -- $ -- $ -- $2,882,256,925
Interest bearing cash -- 607 -- 185 69,123,862
U.S. government securities -- -- -- -- 16,455,200
Corporate debt instruments -- -- -- -- 15,396,224
Insurance contracts -- -- -- -- 66,920,863
Interest in common/
collective trusts 7,132,411 -- -- -- 26,175,196
Interest in registered
investment companies -- 3,659,841 -- -- 5,796,255
Loans to participants -- -- 91,422,775 -- 91,422,775
Earthgrains Company, Inc.
common stock -- -- -- 19,989,407 19,989,407
Other investments* -- -- -- 96,285 225,405,278
---------- ---------- ----------- ----------- --------------
Total investments 7,132,411 3,660,448 91,422,775 20,085,877 3,418,941,985
---------- ---------- ----------- ----------- --------------
Total assets 7,132,411 3,660,448 91,422,775 20,085,877 3,418,941,985
---------- ---------- ----------- ----------- --------------
LIABILITIES
Due to broker for securities
purchased (28,867) (13,353) -- -- (4,113,780)
Interest payable -- -- -- -- (7,103,250)
Notes payable -- -- -- -- (172,200,000)
---------- ---------- ----------- ----------- --------------
Total liabilities (28,867) (13,353) -- -- (183,417,030)
---------- ---------- ----------- ----------- --------------
Net assets available for benefits $7,103,544 $3,647,095 $91,422,775 $20,085,877 $3,235,524,955
========== ========== =========== =========== ==============
<FN>
* Represents more than 5% of net assets available for benefits
</TABLE>
<PAGE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX B
PAGE 1 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED MARCH 31, 2002
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED INDEX
COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED BALANCED
STOCK FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Participants $ 67,280,795 $ 1,171,738 $ 2,470,907 $ 13,361,951 $ 1,315,308 $ 1,464,603
Employer 20,224,754 -- -- -- -- --
Rollovers -- 3,483,034 -- -- -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total contributions 87,505,549 4,654,772 2,470,907 13,361,951 1,315,308 1,464,603
Investment income:
Interest 1,723,511 1,233,264 -- 3,044,591 -- 8
Dividends 43,057,554 -- -- -- -- --
Net realized and unrealized
appreciation in fair value
of investments 257,753,705 54,015 2,486,570 (2,732,925) 800,358 649,969
-------------- ----------- ----------- ------------ ----------- -----------
Total additions 390,040,319 5,942,051 4,957,477 13,673,617 2,115,666 2,114,580
-------------- ----------- ----------- ------------ ----------- -----------
Deductions from net assets
attributed to:
Distributions to participants 163,635,382 7,604,049 4,312,576 13,173,008 1,087,587 1,593,147
Interest expense 10,906,500 -- -- -- -- --
Administrative expenses 66,193 -- -- -- -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total deductions 174,608,075 7,604,049 4,312,576 13,173,008 1,087,587 1,593,147
Net transfers in (out) 86,594,824 13,843,716 24,693,503 (7,507,551) 1,074,921 2,221,083
-------------- ----------- ----------- ------------ ----------- -----------
Net increase (decrease) 302,027,068 12,181,718 25,338,404 (7,006,942) 2,103,000 2,742,516
Net assets available for
benefits:
Beginning of year 2,772,076,745 31,233,566 46,325,745 222,050,899 20,458,692 21,120,017
-------------- ----------- ----------- ------------ ----------- -----------
End of year $3,074,103,813 $43,415,284 $71,664,149 $215,043,957 $22,561,692 $23,862,533
============== =========== =========== ============ =========== ===========
<CAPTION>
EARTHGRAINS
SMALL/MID INTERNATIONAL PARTICIPANT COMPANY
CAP FUND STOCK FUND LOAN FUND STOCK FUND TOTAL
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Participants $ 1,062,102 $ 404,928 $ -- $ -- $ 88,532,332
Employer -- -- -- -- 20,224,754
Rollovers -- -- -- -- 3,483,034
----------- ---------- ----------- ------------ --------------
Total contributions 1,062,102 404,928 -- -- 112,240,120
Investment income:
Interest -- -- 7,881,209 11,233 13,893,816
Dividends -- -- -- 54,494 43,112,048
Net realized and unrealized
appreciation in fair value
of investments 1,385,927 (242,676) -- 16,838,853 276,993,796
----------- ---------- ----------- ------------ --------------
Total additions 2,448,029 162,252 7,881,209 16,904,580 446,239,780
----------- ---------- ----------- ------------ --------------
Deductions from net assets
attributed to:
Distributions to participants 651,566 280,125 1,906,150 991,197 195,234,787
Interest expense -- -- -- -- 10,906,500
Administrative expenses -- -- -- -- 66,193
----------- ---------- ----------- ------------ --------------
Total deductions 651,566 280,125 1,906,150 991,197 206,207,480
Net transfers in (out) 15,055,063 3,167,370 (1,052,306) (35,999,260) 102,091,363
----------- ---------- ----------- ------------ --------------
Net increase (decrease) 16,851,526 3,049,497 4,922,753 (20,085,877) 342,123,663
Net assets available for
benefits:
Beginning of year 7,103,544 3,647,095 91,422,775 20,085,877 3,235,524,955
----------- ---------- ----------- ------------ --------------
End of year $23,955,070 $6,696,592 $96,345,528 $ -- $3,577,648,618
=========== ========== =========== ============ ==============
</TABLE>
<PAGE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX B
PAGE 2 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED MARCH 31, 2001
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM LARGE MANAGED INDEX
COMPANIES, INC. FIXED INCOME FIXED INCOME CAP BALANCED BALANCED
STOCK FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Participants $ 61,477,474 $ 893,149 $ 1,784,261 $ 15,692,287 $ 1,471,792 $ 1,463,397
Employer 2,928,923 -- -- -- -- --
Rollovers 139,459 449,907 3,089 31,479 7,351 10,879
-------------- ----------- ----------- ------------ ----------- -----------
Total contributions 64,545,856 1,343,056 1,787,350 15,723,766 1,479,143 1,474,276
Investment income:
Interest 2,926,612 1,660,261 14,717 3,774,531 -- --
Dividends 41,304,515 -- -- -- -- --
Net realized and unrealized
appreciation in fair value
of investments 944,625,016 499,922 4,330,094 (66,014,432) (2,136,459) (1,609,721)
-------------- ----------- ----------- ------------ ----------- -----------
Total additions 1,053,401,999 3,503,239 6,132,161 (46,516,135) (657,316) (135,445)
-------------- ----------- ----------- ------------ ----------- -----------
Deductions from net assets
attributed to:
Distributions to participants 195,569,578 6,923,100 4,124,310 29,342,206 2,291,390 4,074,530
Interest expense 14,206,500 -- -- -- -- --
Administrative expenses 47,123 -- -- -- -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total deductions 209,823,201 6,923,100 4,124,310 29,342,206 2,291,390 4,074,530
Net increase (decrease) 843,578,798 (3,419,861) 2,007,851 (75,858,341) (2,948,706) (4,209,975)
Net transfers in (out) (16,481,507) 16,495,086 10,007,803 (14,708,731) (85,252) 714,732
-------------- ----------- ----------- ------------ ----------- -----------
Net assets available for
benefits:
Beginning of year 1,944,979,454 18,158,341 34,310,091 312,617,971 23,492,650 24,615,260
-------------- ----------- ----------- ------------ ----------- -----------
End of year $2,772,076,745 $31,233,566 $46,325,745 $222,050,899 $20,458,692 $21,120,017
============== =========== =========== ============ =========== ===========
<CAPTION>
EARTHGRAINS
SMALL/MID INTERNATIONAL PARTICIPANT COMPANY
CAP FUND STOCK FUND LOAN FUND STOCK FUND TOTAL
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Participants $ 113,841 $ 53,743 $ -- $ -- $ 82,949,944
Employer -- -- -- -- 2,928,923
Rollovers -- -- -- -- 642,164
----------- ---------- ----------- ----------- --------------
Total contributions 113,841 53,743 -- -- 86,521,031
Investment income:
Interest -- 6 7,419,696 371 15,796,194
Dividends -- -- -- 233,984 41,538,499
Net realized and unrealized
appreciation in fair value
of investments (1,204,398) (242,359) -- 6,709,053 884,956,716
----------- ---------- ----------- ----------- --------------
Total additions (1,090,557) (188,610) 7,419,696 6,943,408 1,028,812,440
----------- ---------- ----------- ----------- --------------
Deductions from net assets
attributed to:
Distributions to participants 37,583 1,170 1,109,272 2,012,738 245,485,877
Interest expense -- -- -- -- 14,206,500
Administrative expenses -- -- -- -- 47,123
----------- ---------- ----------- ----------- --------------
Total deductions 37,583 1,170 1,109,272 2,012,738 259,739,500
Net increase (decrease) (1,128,140) (189,780) 6,310,424 4,930,670 769,072,940
Net transfers in (out) 8,231,684 3,836,875 (4,102,576) (1,666,189) 2,241,925
----------- ---------- ----------- ----------- --------------
Net assets available for
benefits:
Beginning of year -- -- 89,214,927 16,821,396 2,464,210,090
----------- ---------- ----------- ----------- --------------
End of year $ 7,103,544 $3,647,095 $91,422,775 $20,085,877 $3,235,524,955
=========== ========== =========== =========== ==============
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>10
<FILENAME>ex99p4.txt
<DESCRIPTION>FORM 11-K
<TEXT>
<PAGE>
Exhibit 99.4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(x) Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the Fiscal year ended March 31, 2002
OR
( ) Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (NO FEE REQUIRED)
For the Transition period From to
---------- ----------
Commission File Number
-----------------
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc.
and its Subsidiaries)
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ANHEUSER-BUSCH COMPANIES, INC.
One Busch Place
St. Louis, Missouri 63118
<PAGE>
<PAGE>
Item 1. Plan is subject to ERISA, see Item 4 for required information.
Item 2. Plan is subject to ERISA, see Item 4 for required information.
Item 3. Plan is subject to ERISA, see Item 4 for required information.
Item 4. Financial Statements and Exhibits
---------------------------------
(a) Report of Independent Accountants
Financial Statements:
Statement of Net Assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Additional Information*:
Anheuser-Busch Companies, Inc. Defined Contribution Master
Trust Statement of Net Assets Available for Benefits with Fund
Information and Statement of Changes in Net Assets Available for
Benefits with Fund Information
Anheuser-Busch Companies, Inc. Defined Contribution Master
Trust Statement of Changes in Net Assets Available for
Benefits with Fund Information
(b) Exhibits:
None
<FN>
*Schedules required by 29 CFR 2520.103-10 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under ERISA
have been omitted because they are not applicable.
2
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the Plan) have
duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN (FOR CERTAIN
HOURLY EMPLOYEES OF ANHEUSER-BUSCH
COMPANIES, INC. AND ITS SUBSIDIARIES)
By: /s/ J. TIMOTHY FARRELL
--------------------------------------
J. Timothy Farrell
Vice President,
Employee Benefits
Dated: September 27, 2002
3
<PAGE>
<PAGE>
[PRICEWATERHOUSECOOPERS LOGO]
PricewaterhouseCoopers LLP
800 Market Street
St. Louis, MO 63101
Telephone (314) 206 8500
REPORT OF INDEPENDENT ACCOUNTANT
To the Participants and Administrator
of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For Certain Hourly
Employees of Anheuser-Busch Companies, Inc. and its
Subsidiaries)
In our opinion, the accompanying statement of net assets available for
benefits and the related statement of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the Anheuser-Busch Deferred Income Stock Purchase and
Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc.
and its Subsidiaries) (the "Plan"), at March 31, 2002 and 2001, and the
changes in net assets available for benefits for the years then ended, in
conformity with accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of the
Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
August 23, 2002
<PAGE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
<CAPTION>
MARCH 31,
2002 2001
<S> <C> <C>
ASSETS
Contributions receivable:
Participants $ 148,292 $ 135,980
Employer 1,525,833 1,254,408
----------- ------------
1,674,125 1,390,388
Interest in Master Trust 73,500,762 61,723,177
----------- ------------
Total assets 75,174,887 63,113,565
----------- ------------
LIABILITIES
Due to broker for securities purchased (53,164) (92,288)
----------- ------------
Total liabilities (53,164) (92,288)
----------- ------------
Net assets available for benefits $75,121,723 $ 63,021,277
=========== ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
-2-
<PAGE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
<CAPTION>
FOR THE YEAR ENDED
MARCH 31,
2002 2001
<S> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $ 3,778,617 $ 3,369,928
Employer 3,699,261 3,306,796
----------- -----------
Total contributions 7,477,878 6,676,724
Investment income:
Net realized and unrealized appreciation
in fair value of investments 8,855,354 16,175,000
Interest 361,468 322,471
----------- -----------
Total additions 16,694,700 23,174,195
----------- -----------
Deductions from net assets attributed to:
Distributions to participants 4,583,569 2,830,603
----------- -----------
Net increase 12,111,131 20,343,592
Net transfers out (10,685) (1,356,994)
Net assets available for benefits:
Beginning of year 63,021,277 44,034,679
----------- -----------
End of year $75,121,723 $63,021,277
=========== ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
-3-
<PAGE>
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- ------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
GENERAL
The Anheuser-Busch Deferred Income Stock Purchase and Savings Plan
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and
its Subsidiaries) (the Plan) was established as a result of an
amendment to the Anheuser-Busch Deferred Income Stock Purchase and
Savings Plan for salaried employees, which was effective April 1,
1992. The following is intended to provide only a general
description of the Plan's provisions. Participants should refer to
the Plan document for more complete information.
PLAN ADMINISTRATION
The Plan's named fiduciaries are Anheuser-Busch Companies, Inc.
(the Company), as Sponsor and Plan Administrator, and Mellon Bank,
N.A. as the Trustee. As Sponsor, the Company has the right to amend
the Plan, designate the Plan's named fiduciaries and exercise all
fiduciary functions necessary for the operation of the Plan except
those which are assigned to another named fiduciary by the Plan or
the related trust agreement. The Trustee has the exclusive
authority and discretion to invest, manage and hold the assets of
the trust in accordance with the provisions of the Plan and the
separate trust agreement.
Effective April 1, 1994, the Plan was amended to incorporate
various changes to the Plan, including changes in participants'
contribution limits, changes in Company matching contributions, the
addition of the Managed Balanced Fund and Indexed Balanced Fund
investment options and decreasing vesting period from three years
to two years.
Effective April 1, 2000, the Plan was amended to incorporate
various changes to the Plan, including the addition of the
Small/Mid Cap Stock Index Fund and International Stock Index Fund,
the renaming of the Equity Index Fund to the Large Cap Stock Index
Fund, and the acceptance of rollover contributions into the Plan.
During 2002, the Plan was amended to incorporate various changes to
the Plan, including, among other things, the election by
participants, who meet certain requirements, to either receive
dividends on the allocated shares of Company stock in cash or to
direct the dividends to be reinvested in Company stock within the
Plan.
PLAN PARTICIPATION
The Plan covers eligible hourly employees of certain subsidiaries
of the Company which include: Busch Entertainment Corporation;
Busch Properties of Florida, Inc.; Sea World, Inc.; Sea World of
Florida, Inc.; and Sea World of Texas, Inc. Each hourly employee
(other than employees covered by a collective bargaining
agreement) of the above subsidiaries is eligible to participate in
the Plan after completing one year of service, in which 1,000
hours of service are completed. Participation by eligible
employees is voluntary.
-4-
<PAGE>
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
CONTRIBUTIONS
A participant may make matched and unmatched contributions. Both
matched and unmatched contributions may be before-tax or after-tax.
A participant may contribute from 1% to 6% of their base
compensation through payroll deductions for Before-Tax Matched
Contributions and After-Tax Matched Contributions. The sum of these
matched contributions may not be less than 1% nor more than 6% of
the participant's base compensation. In addition, a participant may
contribute from 1% to 10% of their base compensation through
payroll deductions for Before-Tax Unmatched Contributions and
After-Tax Unmatched Contributions; however, the unmatched
contribution rates may not exceed 10% of the participant's base
compensation and are subject to other limitations as set forth in
the Plan agreement. In addition, the sum of Before-Tax Matched and
Unmatched Contributions must not exceed 16% of a participant's base
compensation, subject to certain limitations of the Internal
Revenue Code. The participant's employer then contributes a
matching amount determined annually based on the relationship of
the Company's net income to its payroll for the year most recently
ended. However, in no event may the participating employer's
matching contribution be less than 33-1/3% nor more than 100% of
the aggregate participant contributions.
The Company may also be required to make a Supplemental
Contribution in accordance with the Plan document. Supplemental
Contributions are payable within 180 days of the Plan's year end
and are allocated to participants who have account balances as of
the end of the Plan year. For the years ended March 31, 2002 and
2001, a Supplemental Contribution of $1,425,285 and $1,168,595 was
required, respectively.
Employee contributions vest and become non-forfeitable
immediately. Company contributions for participants actively
employed by the Company on or prior to March 31, 1991 vest
immediately. For participants subsequently employed, Company
contributions vest and become non-forfeitable after two years of
service. Company contributions also vest upon termination of
employment by reason of death, permanent disability, entry into
military service, layoff exceeding twelve months, upon termination
of employment for any reason, including retirement, after reaching
age 60, or in the event of a "change in control" of the Company as
defined by the Plan. Forfeitures of nonvested balances reduce
future employer contributions. There were $7,218 and $5,639 in
forfeitures during the years ended March 31, 2002 and 2001,
respectively.
INVESTMENTS
The Trustee maintains an Anheuser-Busch Companies, Inc. Stock Fund,
a Short-Term Fixed Income Fund, a Medium-Term Fixed Income Fund, a
Large Cap Index Fund, a Managed Balanced Fund, an Index Balanced
Fund, a Small/Mid Cap Stock Index Fund, and an International Stock
Index Fund for the investment of participant and employer
contributions. All employer contributions are invested in the
Company Stock Fund. At least one-half of each participant's both
Before-Tax and After-Tax Matched Contributions shall be invested in
the Company Stock Fund for certain periods of time. The participant
may direct the remaining one-half of each type of matched
contribution and all of the unmatched contributions in increments
of 1% into any fund established under the Plan. Earnings are
reinvested in the fund to which they relate.
-5-
<PAGE>
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- ------------------------------------------------------------------------------
The Anheuser-Busch Companies, Inc. Defined Contribution Master
Trust (Master Trust) has been established for each of the
investment funds for the investment of the Plan's assets and the
assets of the stock purchase and savings plans sponsored by the
Company.
DISTRIBUTIONS
The Plan permits in-service withdrawals as defined in the Plan
document, subject to certain restrictions. Distributions for
terminations are comprised of the participant's personal
contribution portion and the vested Company contribution portion of
their account. Distributions for whole numbers of shares held in
the Company stock fund are payable in Company shares, while the
value of fractional shares and all interests in the other funds are
payable in cash. Alternatively, the participant may elect to have
non-share investments transferred to the Company Stock Fund and
distributed thereafter in shares with fractional shares distributed
in cash. In-service distributions are payable at the election of
the participant in Company shares or in cash.
PARTICIPANT LOANS
A participant may borrow from Before-Tax and/or After-Tax vested
account balances subject to certain conditions. The minimum loan
amount is $1,000; the maximum amount is the lesser of $50,000 less
the highest outstanding loan balance under the Plan during the
one-year period ending on the day before the loan is made, or 50%
of the vested account balance. The interest rate is set quarterly
at prime plus one percentage point at the end of the preceding
quarter. The term of a loan for the purchase of a principal
residence may be up to 10 years; the term of a loan for any other
reason may not exceed 5 years.
PLAN EXPENSES
Under the Master Trust agreement with the Trustee, the Company may
pay all expenses incurred in the administration of the Master Trust,
including trustee fees, but is not obligated to do so. Trustee
expenses not paid by the Company are paid by the Master Trust and
proportionately allocated to the participating plans. All other
expenses are paid by the Plan.
PLAN TERMINATION
The Company anticipates that the Plan will continue without
interruption but reserves the right to terminate its participation
in the Plan subject to the provisions of the Employee Retirement
Income Securities Act of 1974 (ERISA). Such termination would
result in the immediate and full vesting of each participant's
account balance. The Trustee would then retain the assets until
otherwise distributable under the Plan.
-6-
<PAGE>
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- ------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements are prepared on the accrual basis
of accounting.
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America, requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial
statements and the reported amounts of additions to and deductions
from net assets during the reporting period. Actual results could
differ from those estimates.
INVESTMENT VALUATION
Investments in common stock, U.S. government securities, and
corporate debt instruments are stated at fair value based on the
quoted market price at March 31 each year. Investments in interest
bearing cash, insurance contracts, interests in common/collective
trusts, and interests in registered investment companies are
stated at fair value as determined by the Trustee. Participant
loans are valued at cost which approximates fair value.
Investment securities are exposed to various risks, such as
interest rate, market, and credit risk. Due to the level of risk
associated with certain investment securities and the level of
uncertainty related to changes in the value of investment
securities, it is at least reasonably possible that changes in
risks in the near term could materially affect the amounts reported
in the Statement of Net Assets Available for Benefits.
SECURITY TRANSACTIONS AND INVESTMENT INCOME
Investment purchases and sales, and related realized gains or
losses, are recorded on the trade date. Interest income is recorded
as earned. Dividend income is recorded on the ex-dividend date. Net
realized and unrealized appreciation/depreciation in fair value of
investments is comprised of the change in market value from the
beginning to the end of the Plan year for investments retained in
the Plan, and realized gains and losses on security transactions
which represent the difference between proceeds and cost.
ALLOCATION OF ASSETS
The Plan participates in the Master Trust established for the
investments of this plan and the other stock purchase and savings
plans sponsored by the Company. Units of participation in the
Master Trust are allocated to participating plans based on the
relationship of individual plan contributions to the market value
of the Master Trust. Earned income, realized and unrealized gains
and losses, and administrative expenses are retained in the Master
Trust and are allocated to participating plans by the Trustee,
based on units of participation on the transaction date.
DISTRIBUTIONS TO PARTICIPANTS
Distributions are recorded when paid.
-7-
<PAGE>
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
3. INTERESTS IN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION
MASTER TRUST
Effective September 1, 1995 the Company and the Trustee entered
into a new master trust agreement. In accordance with the
agreement, the Plan exchanged its investments in: the
Anheuser-Busch Companies, Inc. Common Stock Fund, the
Anheuser-Busch Companies, Inc. Short Term Fixed Income Master
Trust, the Anheuser-Busch Companies, Inc. Medium Term Fixed Income
Master Trust, the Anheuser-Busch Companies, Inc. Capital Equity
Index Fund Master Trust, the Anheuser-Busch Companies, Inc. Managed
Balanced Fund Master Trust, and the Anheuser-Busch Companies, Inc.
Indexed Balanced Fund Master Trust for units of participation in
the Anheuser-Busch Companies, Inc. Defined Contribution Master
Trust. Effective March 26, 1996 the Earthgrains Company, Stock Fund
was added to the Anheuser-Busch Companies, Inc. Defined
Contribution Master Trust. The Earthgrains Company Stock Fund was
liquidated on August 10, 2001 as a result of Earthgrains Company
being purchased by Sara Lee Corporation. Effective December 1, 2000
the Small/Mid Cap Stock Index Fund and the International Stock
Index Fund were added to the Anheuser-Busch Companies, Inc. Defined
Contribution Master Trust. The assets of the Master Trust are held
by Mellon Bank, N.A.
At March 31, 2002 and 2001, the Plan's interest in the net assets
of the Master Trust was approximately 2% of total Master Trust
assets.
The following table presents the fair value of investments for the
Master Trust:
<TABLE>
<CAPTION>
MARCH 31,
2002 2001
<S> <C> <C>
Investments at fair value:
Anheuser-Busch common stock* $3,211,757,063 $2,951,379,995
Short-term fixed income 46,050,681 34,545,406
Medium-term fixed income 71,806,352 46,401,988
Large cap index* 215,527,035 222,615,011
Managed balanced 22,561,692 20,518,875
Index balanced 23,930,968 21,179,199
Small/Mid cap index 24,017,018 7,132,411
International stock index 6,718,955 3,660,448
Participant loans 96,345,528 91,422,775
Earthgrains Company common stock - 20,085,877
-------------- --------------
$3,718,715,292 $3,418,941,985
============== ==============
<FN>
* Represents more than 5% of net assets available for benefits.
</TABLE>
-8-
<PAGE>
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
Investment income for the Master Trust is as follows:
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
2002 2001
<S> <C> <C>
Net appreciation (depreciation) in fair value
of investments:
Anheuser-Busch common stock $257,753,705 $944,625,016
Short-term fixed income 54,015 499,922
Medium-term fixed income 2,486,570 4,330,094
Large cap index (2,732,925) (66,014,432)
Managed balanced 800,358 (2,136,459)
Index balanced 649,969 (1,609,721)
Small/Mid cap index 1,385,927 (1,204,398)
International stock (242,676) (242,359)
Earthgrains Company common stock 16,838,853 6,709,053
------------ ------------
276,993,796 884,956,716
------------ ------------
Interest 13,893,816 15,796,194
Dividends 43,112,048 41,538,499
------------ ------------
$333,999,660 $942,291,409
============ ============
</TABLE>
Further financial information for the Anheuser-Busch Companies,
Inc. Defined Contribution Master Trust as of and for the years
ended March 31, 2002 and 2001 are included as Appendix A and B.
4. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the
Company by a letter dated November 29, 2001, that the Plan is
designed in accordance with applicable sections of the Internal
Revenue Code subject to the adoption of certain amendments. During
2002 the Plan has been amended to adopt all such amendments.
Therefore, the underlying trust of such a Plan is exempt from
federal income taxes under Section 501 of the Internal Revenue Code
and no provision for income taxes has been included in the Plan's
financial statements.
-9-
<PAGE>
<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
5. RECONCILIATION OF FINANCIAL STATEMENTS TO 5500
The following is a reconciliation of net assets available for
benefits per the financial statements at March 31, 2002 and 2001 to
the Plan's Form 5500:
<TABLE>
<CAPTION>
2002 2001
<S> <C> <C>
Net assets available for benefits per the
financial statements $75,721,723 $63,021,277
Amounts allocated to withdrawing participants (285,732) (86,183)
----------- -----------
Net assets available for benefits per the Form 5500 $75,435,991 $62,935,094
=========== ===========
</TABLE>
The following is a reconciliation of benefits paid to participants
per the financial statements for the year ended March 31, 2002 to
the Plan's Form 5500:
<TABLE>
<CAPTION>
2002
<S> <C>
Benefits paid to participants per the
financial statements $4,583,569
Add: Amounts allocated to withdrawing
participants at March 31, 2002 285,732
Deduct: Amounts allocated to withdrawing
participant as of March 31, 2001 (86,183)
----------
Benefits paid to participants per Form 5500 $4,783,118
==========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the
Form 5500 for benefit claims that have been processed and approved
for payment prior to March 31, 2002, but not yet paid as of that
date.
6. TRANSACTIONS WITH PARTIES-IN-INTEREST
During the years ended March 31, 2002 and 2001, transactions with
the Company included aggregate common stock purchases totaling
$1,897,235 and $1,808,209, respectively and aggregate common stock
sales totaling $473,320 and $949,098, respectively. These
transactions are allowable party-in-interest transactions under
Section 408(e) and 408(b)(8) of ERISA and the regulations
promulgated thereunder.
During the years ended March 31, 2002 and 2001, the Plan purchased
and sold investments in the Employee Benefit Temporary Investment
Fund of Mellon Bank N.A., the Plan trustee. Transactions with the
Fund included aggregate investment purchases totaling $1,741,124
and $1,944,381, respectively and aggregate investment sales
totaling $1,687,824 and $1,985,636, respectively. These
transactions are allowable party-in-interest transactions under
Sections 408(e) and 408(b)(8) of ERISA and the regulations
promulgated thereunder.
-10-
<PAGE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
PAGE 1 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
MARCH 31, 2002
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED
COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED
STOCK FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $3,131,769,304 $ -- $ -- $ -- $ --
Interest bearing cash 79,987,759 11,468,769 -- -- --
U.S. government securities -- 3,774,804 -- -- --
Corporate debt instruments -- 29,629,196 -- -- --
Insurance contracts -- -- 71,806,352 -- 22,561,692
Interest in common/
collective trusts -- -- -- -- --
Interest in registered
investment companies -- -- -- -- --
Loans to participants -- -- -- -- --
Earthgrains Company, Inc.
common stock -- -- -- -- --
Other investments* -- 1,177,912 -- 215,527,035 --
-------------- ----------- ----------- ------------ -----------
Total investments 3,211,757,063 46,050,681 71,806,352 215,527,035 22,561,692
-------------- ----------- ----------- ------------ -----------
Total assets 3,211,757,063 46,050,681 71,806,352 215,527,035 22,561,692
-------------- ----------- ----------- ------------ -----------
LIABILITIES
Due to broker for securities
purchased -- (2,635,397) (142,203) (483,078) --
Interest payable (5,453,250) -- -- -- --
Notes payable (132,200,000) -- -- -- --
-------------- ----------- ----------- ------------ -----------
Total liabilities (137,653,250) (2,635,397) (142,203) (483,078) --
-------------- ----------- ----------- ------------ -----------
Net assets available for benefits $3,074,103,813 $43,415,284 $71,664,149 $215,043,957 $22,561,692
============== =========== =========== ============ ===========
<CAPTION>
INDEX EARTHGRAINS
BALANCED SMALL/MID INTERNATIONAL PARTICIPANT COMPANY
FUND CAP FUND STOCK FUND LOAN FUND STOCK FUND TOTAL
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $ -- $ -- $ -- $ -- $ -- $3,131,769,304
Interest bearing cash -- -- -- -- -- 91,456,528
U.S. government securities -- -- -- -- -- 3,774,804
Corporate debt instruments -- -- -- -- -- 29,629,196
Insurance contracts -- -- -- -- -- 94,368,044
Interest in common/
collective trusts 21,495,474 24,017,018 -- -- -- 45,512,492
Interest in registered
investment companies 2,435,494 -- 6,718,955 -- -- 9,154,449
Loans to participants -- -- -- 96,345,528 -- 96,345,528
Earthgrains Company, Inc.
common stock -- -- -- -- -- --
Other investments* -- -- -- -- -- 216,704,947
----------- ----------- ---------- ----------- ----------- --------------
Total investments 23,930,968 24,017,018 6,718,955 96,345,528 -- 3,718,715,292
----------- ----------- ---------- ----------- ----------- --------------
Total assets 23,930,968 24,017,018 6,718,955 96,345,528 -- 3,718,715,292
----------- ----------- ---------- ----------- ----------- --------------
LIABILITIES
Due to broker for securities
purchased (68,435) (61,948) (22,363) -- -- (3,413,424)
Interest payable -- -- -- -- -- (5,453,250)
Notes payable -- -- -- -- -- (132,200,000)
----------- ----------- ---------- ----------- ----------- --------------
Total liabilities (68,435) (61,948) (22,363) -- -- (141,066,674)
----------- ----------- ---------- ----------- ----------- --------------
Net assets available for benefits $23,862,533 $23,955,070 $6,696,592 $96,345,528 $ -- $3,577,648,618
=========== =========== ========== =========== =========== ==============
<FN>
* Represents more than 5% of net assets available for benefits
</TABLE>
<PAGE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
PAGE 2 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
MARCH 31, 2001
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM LARGE MANAGED
COMPANIES, INC. FIXED INCOME FIXED INCOME CAP BALANCED
STOCK FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $2,882,256,925 $ -- $ -- $ -- $ --
Interest bearing cash 69,123,070 -- -- -- --
U.S. government securities -- 16,455,200 -- -- --
Corporate debt instruments -- 15,396,224 -- -- --
Insurance contracts -- -- 46,401,988 -- 20,518,875
Interest in common/
collective trusts -- -- -- -- --
Interest in registered
investment companies -- -- -- -- --
Loans to participants -- -- -- -- --
Earthgrains Company, Inc.
common stock -- -- -- -- --
Other investments* -- 2,693,982 -- 222,615,011 --
-------------- ----------- ----------- ------------ -----------
Total investments 2,951,379,995 34,545,406 46,401,988 222,615,011 20,518,875
-------------- ----------- ----------- ------------ -----------
Total assets 2,951,379,995 34,545,406 46,401,988 222,615,011 20,518,875
-------------- ----------- ----------- ------------ -----------
LIABILITIES
Due to broker for securities
purchased -- (3,311,840) (76,243) (564,112) (60,183)
Interest payable (7,103,250) -- -- -- --
Notes payable (172,200,000) -- -- -- --
-------------- ----------- ----------- ------------ -----------
Total liabilities (179,303,250) (3,311,840) (76,243) (564,112) (60,183)
-------------- ----------- ----------- ------------ -----------
Net assets available for benefits $2,772,076,745 $31,233,566 $46,325,745 $222,050,899 $20,458,692
============== =========== =========== ============ ===========
<CAPTION>
INDEX EARTHGRAINS
BALANCED SMALL/MID INTERNATIONAL PARTICIPANT COMPANY
FUND CAP FUND STOCK FUND LOAN FUND STOCK FUND TOTAL
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $ -- $ -- $ -- $ -- $ -- $2,882,256,925
Interest bearing cash -- -- 607 -- 185 69,123,862
U.S. government securities -- -- -- -- -- 16,455,200
Corporate debt instruments -- -- -- -- -- 15,396,224
Insurance contracts -- -- -- -- -- 66,920,863
Interest in common/
collective trusts 19,042,785 7,132,411 -- -- -- 26,175,196
Interest in registered
investment companies 2,136,414 -- 3,659,841 -- -- 5,796,255
Loans to participants -- -- -- 91,422,775 -- 91,422,775
Earthgrains Company, Inc.
common stock -- -- -- -- 19,989,407 19,989,407
Other investments* -- -- -- -- 96,285 225,405,278
----------- ---------- ---------- ----------- ----------- --------------
Total investments 21,179,199 7,132,411 3,660,448 91,422,775 20,085,877 3,418,941,985
----------- ---------- ---------- ----------- ----------- --------------
Total assets 21,179,199 7,132,411 3,660,448 91,422,775 20,085,877 3,418,941,985
----------- ---------- ---------- ----------- ----------- --------------
LIABILITIES
Due to broker for securities
purchased (59,182) (28,867) (13,353) -- -- (4,113,780)
Interest payable -- -- -- -- -- (7,103,250)
Notes payable -- -- -- -- -- (172,200,000)
----------- ---------- ---------- ----------- ----------- --------------
Total liabilities (59,182) (28,867) (13,353) -- -- (183,417,030)
----------- ---------- ---------- ----------- ----------- --------------
Net assets available for benefits $21,120,017 $7,103,544 $3,647,095 $91,422,775 $20,085,877 $3,235,524,955
=========== ========== ========== =========== =========== ==============
<FN>
* Represents more than 5% of net assets available for benefits
</TABLE>
<PAGE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX B
PAGE 1 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED MARCH 31, 2002
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED INDEX
COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED BALANCED
STOCK FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $ 67,280,795 $ 1,171,738 $ 2,470,907 $ 13,361,951 $ 1,315,308 $ 1,464,603
Employer 20,224,754 -- -- -- -- --
Rollovers -- 3,483,034 -- -- -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total contributions 87,505,549 4,654,772 2,470,907 13,361,951 1,315,308 1,464,603
Investment income:
Interest 1,723,511 1,233,264 -- 3,044,591 -- 8
Dividends 43,057,554 -- -- -- -- --
Net realized and unrealized
appreciation in fair value
of investments 257,753,705 54,015 2,486,570 (2,732,925) 800,358 649,969
-------------- ----------- ----------- ------------ ----------- -----------
Total additions 390,040,319 5,942,051 4,957,477 13,673,617 2,115,666 2,114,580
-------------- ----------- ----------- ------------ ----------- -----------
Deductions from net assets attributed to:
Distributions to participants 163,635,382 7,604,049 4,312,576 13,173,008 1,087,587 1,593,147
Interest expense 10,906,500 -- -- -- -- --
Administrative expenses 66,193 -- -- -- -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total deductions 174,608,075 7,604,049 4,312,576 13,173,008 1,087,587 1,593,147
Net transfers in (out) 86,594,824 13,843,716 24,693,503 (7,507,551) 1,074,921 2,221,083
-------------- ----------- ----------- ------------ ----------- -----------
Net increase (decrease) 302,027,068 12,181,718 25,338,404 (7,006,942) 2,103,000 2,742,516
Net assets available for benefits:
Beginning of year 2,772,076,745 31,233,566 46,325,745 222,050,899 20,458,692 21,120,017
-------------- ----------- ----------- ------------ ----------- -----------
End of year $3,074,103,813 $43,415,284 $71,664,149 $215,043,957 $22,561,692 $23,862,533
============== =========== =========== ============ =========== ===========
<CAPTION>
EARTHGRAINS
SMALL/MID INTERNATIONAL PARTICIPANT COMPANY
CAP FUND STOCK FUND LOAN FUND STOCK FUND TOTAL
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $ 1,062,102 $ 404,928 $ -- $ -- $ 88,532,332
Employer -- -- -- -- 20,224,754
Rollovers -- -- -- -- 3,483,034
----------- ---------- ----------- ------------ --------------
Total contributions 1,062,102 404,928 -- -- 112,240,120
Investment income:
Interest -- -- 7,881,209 11,233 13,893,816
Dividends -- -- -- 54,494 43,112,048
Net realized and unrealized
appreciation in fair value
of investments 1,385,927 (242,676) -- 16,838,853 276,993,796
----------- ---------- ----------- ------------ --------------
Total additions 2,448,029 162,252 7,881,209 16,904,580 446,239,780
----------- ---------- ----------- ------------ --------------
Deductions from net assets attributed to:
Distributions to participants 651,566 280,125 1,906,150 991,197 195,234,787
Interest expense -- -- -- -- 10,906,500
Administrative expenses -- -- -- -- 66,193
----------- ---------- ----------- ------------ --------------
Total deductions 651,566 280,125 1,906,150 991,197 206,207,480
Net transfers in (out) 15,055,063 3,167,370 (1,052,306) (35,999,260) 102,091,363
----------- ---------- ----------- ------------ --------------
Net increase (decrease) 16,851,526 3,049,497 4,922,753 (20,085,877) 342,123,663
Net assets available for benefits:
Beginning of year 7,103,544 3,647,095 91,422,775 20,085,877 3,235,524,955
----------- ---------- ----------- ------------ --------------
End of year $23,955,070 $6,696,592 $96,345,528 $ -- $3,577,648,618
=========== ========== =========== ============ ==============
</TABLE>
<PAGE>
<PAGE>
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX B
PAGE 2 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED MARCH 31, 2001
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM LARGE MANAGED INDEX
COMPANIES, INC. FIXED INCOME FIXED INCOME CAP BALANCED BALANCED
STOCK FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $ 61,477,474 $ 893,149 $ 1,784,261 $ 15,692,287 $ 1,471,792 $ 1,463,397
Employer 2,928,923 -- -- -- -- --
Rollovers 139,459 449,907 3,089 31,479 7,351 10,879
-------------- ----------- ----------- ------------ ----------- -----------
Total contributions 64,545,856 1,343,056 1,787,350 15,723,766 1,479,143 1,474,276
Investment income:
Interest 2,926,612 1,660,261 14,717 3,774,531 -- --
Dividends 41,304,515 -- -- -- -- --
Net realized and unrealized
appreciation in fair value
of investments 944,625,016 499,922 4,330,094 (66,014,432) (2,136,459) (1,609,721)
-------------- ----------- ----------- ------------ ----------- -----------
Total additions 1,053,401,999 3,503,239 6,132,161 (46,516,135) (657,316) (135,445)
-------------- ----------- ----------- ------------ ----------- -----------
Deductions from net assets attributed to:
Distributions to participants 195,569,578 6,923,100 4,124,310 29,342,206 2,291,390 4,074,530
Interest expense 14,206,500 -- -- -- -- --
Administrative expenses 47,123 -- -- -- -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total deductions 209,823,201 6,923,100 4,124,310 29,342,206 2,291,390 4,074,530
Net increase (decrease) 843,578,798 (3,419,861) 2,007,851 (75,858,341) (2,948,706) (4,209,975)
Net transfers in (out) (16,481,507) 16,495,086 10,007,803 (14,708,731) (85,252) 714,732
-------------- ----------- ----------- ------------ ----------- -----------
Net assets available for benefits:
Beginning of year 1,944,979,454 18,158,341 34,310,091 312,617,971 23,492,650 24,615,260
-------------- ----------- ----------- ------------ ----------- -----------
End of year $2,772,076,745 $31,233,566 $46,325,745 $222,050,899 $20,458,692 $21,120,017
============== =========== =========== ============ =========== ===========
<CAPTION>
EARTHGRAINS
SMALL/MID INTERNATIONAL PARTICIPANT COMPANY
CAP FUND STOCK FUND LOAN FUND STOCK FUND TOTAL
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $ 113,841 $ 53,743 $ -- $ -- $ 82,949,944
Employer -- -- -- -- 2,928,923
Rollovers -- -- -- -- 642,164
----------- ---------- ----------- ----------- --------------
Total contributions 113,841 53,743 -- -- 86,521,031
Investment income:
Interest -- 6 7,419,696 371 15,796,194
Dividends -- -- -- 233,984 41,538,499
Net realized and unrealized
appreciation in fair value
of investments (1,204,398) (242,359) -- 6,709,053 884,956,716
----------- ---------- ----------- ----------- --------------
Total additions (1,090,557) (188,610) 7,419,696 6,943,408 1,028,812,440
----------- ---------- ----------- ----------- --------------
Deductions from net assets attributed to:
Distributions to participants 37,583 1,170 1,109,272 2,012,738 245,485,877
Interest expense -- -- -- -- 14,206,500
Administrative expenses -- -- -- -- 47,123
----------- ---------- ----------- ----------- --------------
Total deductions 37,583 1,170 1,109,272 2,012,738 259,739,500
Net increase (decrease) (1,128,140) (189,780) 6,310,424 4,930,670 769,072,940
Net transfers in (out) 8,231,684 3,836,875 (4,102,576) (1,666,189) 2,241,925
----------- ---------- ----------- ----------- --------------
Net assets available for benefits:
Beginning of year -- -- 89,214,927 16,821,396 2,464,210,090
----------- ---------- ----------- ----------- --------------
End of year $ 7,103,544 $3,647,095 $91,422,775 $20,085,877 $3,235,524,955
=========== ========== =========== =========== ==============
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>11
<FILENAME>exh99p5.txt
<DESCRIPTION>CERTIFICATION OF CHIEF EXECUTIVE OFFICER
<TEXT>
<PAGE>
Exhibit 99.5
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
ANHEUSER-BUSCH COMPANIES, INC.
FORM 10-K/A (AMENDMENT 2)
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I am the President and Chief Executive Officer of Anheuser-Busch
Companies, Inc., a Delaware corporation (the "Company"). I am delivering
this certificate in connection with the Form 10-K/A (Amendment 2) of the
Company filed with the Securities and Exchange Commission ("Form 10-K/A")
and amending the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001. Pursuant to Rule 15d-21 promulgated under the
Securities Exchange Act of 1934, as amended, the Form 10-K/A sets forth
audited financial statements of Anheuser-Busch Deferred Income Stock
Purchase and Savings Plan; the Anheuser-Busch Deferred Income Stock Purchase
and Savings Plan (For Employees Covered by a Collective Bargaining
Agreement); and the Anheuser-Busch Deferred Income Stock Purchase and
Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc.
and its Subsidiaries), each for the fiscal year ended March 31, 2002
(collectively, such employee benefit plans shall be hereinafter referred to
as the "Issuers") and does not include any financial statements of the
Company.
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, I hereby certify that, to the
best of my knowledge, the Form 10-K/A fully complies with the requirements
of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and
that the information contained in the Form 10-K/A fairly presents, in all
material respects, the financial condition and results of operations of each
of the Issuers.
Date: September 27, 2002
/s/ Patrick T. Stokes
-------------------------------------
Patrick T. Stokes
President and Chief Executive Officer
Anheuser-Busch Companies, Inc.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>12
<FILENAME>exh99p6.txt
<DESCRIPTION>CERTIFICATION OF CHIEF FINANCIAL OFFICER
<TEXT>
<PAGE>
Exhibit 99.6
CERTIFICATION OF CHIEF FINANCIAL OFFICER
ANHEUSER-BUSCH COMPANIES, INC.
FORM 10-K/A (AMENDMENT 2)
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I am the Vice President and Chief Financial Officer of
Anheuser-Busch Companies, Inc., a Delaware corporation (the "Company"). I am
delivering this certificate in connection with the Form 10-K/A (Amendment 2)
of the Company filed with the Securities and Exchange Commission ("Form
10-K/A") and amending the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001. Pursuant to Rule 15d-21 promulgated
under the Securities Exchange Act of 1934, as amended, the Form 10-K/A sets
forth audited financial statements of Anheuser-Busch Deferred Income Stock
Purchase and Savings Plan; the Anheuser-Busch Deferred Income Stock Purchase
and Savings Plan (For Employees Covered by a Collective Bargaining
Agreement); and the Anheuser-Busch Deferred Income Stock Purchase and
Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc.
and its Subsidiaries), each for the fiscal year ended March 31, 2002
(collectively, such employee benefit plans shall be hereinafter referred to
as the "Issuers") and does not include any financial statements of the
Company.
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, I hereby certify that, to the
best of my knowledge, the Form 10-K/A fully complies with the requirements
of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and
that the information contained in the Form 10-K/A fairly presents, in all
material respects, the financial condition and results of operations of each
of the Issuers.
Date: September 27, 2002
/s/ W. Randolph Baker
------------------------------------------
W. Randolph Baker
Vice President and Chief Financial Officer
Anheuser-Busch Companies, Inc.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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