AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 2003
Registration Statement No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
Registration Statement
Under the
Securities Act of 1933
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ANHEUSER-BUSCH COMPANIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 43-1162835
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
ONE BUSCH PLACE
ST. LOUIS, MISSOURI 63118
(Address of Principal Executive Offices)
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
(Full Title of the Plan)
JOBETH G. BROWN
VICE PRESIDENT AND CORPORATE SECRETARY
ANHEUSER-BUSCH COMPANIES, INC.
ONE BUSCH PLACE
ST. LOUIS, MISSOURI 63118
(Name and Address of Agent for Service)
(314) 577-3314
Telephone Number, Including Area Code of Agent for Service
CALCULATION OF REGISTRATION FEE
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Proposed
Title of Securities Amount Maximum Proposed Maximum Amount of
to be Registered to be Offering Price Aggregate Registration
Registered Per Share* Offering Price Fee
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Common Stock, par 10,000,000 Shares $51.33 $513,300,000 $41,525.97
value $1.00 per
share, including
preferred stock
purchase rights
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*Estimated solely for purposes of calculating the registration
fee. In accordance with Rule 457(h)(1), the proposed offering price of
shares was based on the average of the high and low prices reported on the
New York Stock Exchange on May 14, 2003.
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
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PART I
The Section 10(a) prospectus relating to the Plan is omitted from
this Registration Statement pursuant to the Note to Part I of Form S-8.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
CERTAIN FINANCIAL INFORMATION
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Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
registration statement:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 2002.
(b) The 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,
filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 2001.
(c) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2003.
(d) The descriptions of the Registrant's shares of common stock,
including the preferred stock purchase rights relating thereto, contained
in the Registrant's registration statements filed under the Securities
Exchange Act of 1934, File No. 1-7823, including any amendment or report
filed for the purpose of updating such descriptions.
All documents subsequently filed by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.
The information below is provided to comply with certain
requirements of the Securities and Exchange Commission applicable to this
Registration Statement. This information supplements and should be read in
connection with the Management's Discussion and Analysis of Operations and
Financial Condition ("MD&A") included in the Registrant's Form 10-K for
the fiscal year ended December 31, 2002.
EFFECTS OF CESSATION OF GOODWILL AMORTIZATION
As described in MD&A, the Registrant ceased amortizing goodwill in
the first quarter 2002, in accordance with FAS No. 142 "Goodwill and Other
Intangible Assets." Accordingly, the Registrant's operating results for
2002 do not reflect goodwill
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amortization, but the operating results for 2001 and 2000 do reflect
goodwill amortization. In order to provide the clearest understanding of
the Registrant's operations, discussions of operating results for 2002 vs.
2001 in MD&A were based on 2001 results reported on a comparable basis,
excluding the impact of goodwill amortization. The table below summarizes
2001 operating results on both a reported basis (including goodwill
amortization) and a comparable basis (excluding goodwill amortization) and
compares results for 2002 and 2001 on both a reported basis and a
comparable basis. Income before income taxes of the entertainment segment
also excludes a $17.8 million gain resulting from the sale of the SeaWorld
theme park in Cleveland, Ohio.
% Change 2002 vs. 2001
Favorable/(Unfavorable)
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2001 2001
Reported Comparable Reported Comparable
Basis Basis Basis Basis
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(in millions except for per
share data)
Cost of Sales $(7,950.4) $(7,938.9) (2.3)% (2.4)%
Gross Profit $ 4,961.1 $ 4,972.6 9.6% 9.3%
Gross Profit Margin 38.4% 38.5% 1.7 pts. 1.6 pts.
Marketing, Distribution &
Administrative Expenses $(2,255.9) $(2,254.2) (8.8)% (8.9)%
Operating Income $ 2,723.0 $ 2,736.2 9.4% 8.9%
Operating Profit Margin 21.1% 21.2% 0.9 pts. 0.8 pts.
Operating Profit Margin Excluding
Gain on Sale of SeaWorld
Cleveland - 21.1% - 0.9 pts.
Income Before Income Taxes $ 2,377.6 $ 2,393.5 10.3% 9.6%
Domestic Beer Segment Income Before
Income Taxes $ 2,667.1 $ 2,671.7 9.5% 9.3%
International Beer Segment Income
Before Income Taxes $ 54.4 $ 55.6 39.9% 36.9%
Packaging Segment Income Before
Income Taxes $ 107.5 $ 108.3 43.3% 42.2%
Entertainment Segment Income Before
Income Taxes $ 147.4 $ 141.6 3.8% 8.0%
Equity Income $ 254.4 $ 274.3 38.3% 28.2%
Net Income $ 1,704.5 $ 1,740.3 13.4% 11.1%
Effective Tax Rate 39.0% 38.7% (0.7 pts.) (1.0 pts.)
Basic Earnings Per Share $ 1.91 $ 1.95 16.8% 14.4%
Diluted Earnings Per Share $ 1.89 $ 1.93 16.4% 14.0%
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Item 4. Description of Securities.
The Registrant's common stock is registered under Section 12(b)
of the Securities Exchange Act of 1934, as amended.
Item 5. Interests of Named Experts and Counsel.
The financial statements incorporated in this Registration
Statement pursuant to Item 3 have been so incorporated in reliance of the
report of PricewaterhouseCoopers, LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
Thomas Larson, Esq., Associate General Counsel of the Registrant,
has passed upon the legality of the shares offered under this registration
statement.
Mark Voelpel, Esq., Associate General Counsel of the Registrant,
has passed upon the compliance of certain amendments of the Plan with
ERISA.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law permits the indemnification
by a Delaware corporation of its directors, officers, employees and other
agents against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative
(other than derivative actions which are by or in the right of the
corporation) if they acted in good faith in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe their conduct was unlawful. A similar standard of care is
applicable in the case of derivative actions, except that indemnification
only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such an action and requires court
approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation.
The Registrant's Restated Certificate of Incorporation provides
that each person who was or is made a party to, or is involved in, any
action, suit or proceeding by reason of the fact that he or she is or was
a director or officer of the Registrant (or was serving at the request of
the Registrant as a director, officer, employee or agent for another
entity) while serving in such capacity will be indemnified and held
harmless by the Registrant to the full extent authorized or permitted by
Delaware law. The Restated Certificate also provides that the Registrant
may purchase and maintain insurance and may also create a trust fund,
grant a security interest and/or use other means (including establishing
letters of credit, surety bonds and other similar arrangements), and may
enter into contracts providing for indemnification, to ensure full payment
of indemnifiable amounts.
The Registrant has entered into indemnification agreements with
its directors and its executive officers.
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Item 7. Exemptions from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
5.1 Opinion and consent of Thomas Larson, Esq., Associate General
Counsel of the Registrant, concerning the legality of the shares
of common stock being registered hereunder.
5.2 Internal Revenue Service Determination Letter dated November 29, 2001.
5.3 Opinion and Consent of Mark Voelpel, Associate General Counsel of
the Registrant, concerning the compliance of the Plan with the
requirements of ERISA.
23 Consent of Independent Accountants
24 Power of Attorney executed by directors and officers of the Registrant.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
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(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities
offered therein and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis, State of
Missouri, on May 15, 2003.
ANHEUSER-BUSCH COMPANIES, INC.
By: /s/ JOBETH G. BROWN
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JoBeth G. Brown
(Vice President and Corporate Secretary)
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities and on the dates indicated:
Title Date
PATRICK T. STOKES * President and Chief May 15, 2003
---------------------------------------- Executive Officer and
Patrick T. Stokes Director (Principal
Executive Officer)
W. RANDOLPH BAKER * Vice President May 15, 2003
---------------------------------------- President and Chief
W. Randolph Baker Financial Officer (Principal
Financial Officer)
JOHN F. KELLY * Vice President and May 15, 2003
---------------------------------------- Controller (Principal
John F. Kelly Accounting Officer)
AUGUST A. BUSCH III * Chairman of the Board May 15, 2003
---------------------------------------- and Director
August A. Busch III
CARLOS FERNANDEZ G. * Director May 15, 2003
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Carlos Fernandez G.
JAMES J. FORESE * Director May 15, 2003
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James J. Forese
JOHN E. JACOB * Director May 15, 2003
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John E. Jacob
JAMES R. JONES * Director May 15, 2003
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James R. Jones
* Director
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Charles F. Knight
VERNON R. LOUCKS, JR. * Director May 15, 2003
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Vernon R. Loucks, Jr.
VILMA S. MARTINEZ * Director May 15, 2003
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Vilma S. Martinez
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WILLIAM PORTER PAYNE * Director May 15, 2003
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William Porter Payne
JOYCE M. ROCHE * Director May 15, 2003
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Joyce M. Roche
HENRY HUGH SHELTON * Director May 15, 2003
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Henry Hugh Shelton
ANDREW C. TAYLOR * Director May 15, 2003
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Andrew C. Taylor
* Director
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Douglas A. Warner III
EDWARD E. WHITACRE, JR. * Director May 15, 2003
----------------------------------------
Edward E. Whitacre, Jr.
* By: /s/ JOBETH G. BROWN
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JoBeth G. Brown
Attorney-in-Fact
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The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the Plan) of the Plan
have duly caused this registration statement to be signed by the
undersigned thereunto duly authorized in the City of St. Louis, State of
Missouri on May 15, 2003.
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE
AND SAVINGS PLAN (For Employees
Covered by a Collective Bargaining
Agreement)
By: ANHEUSER-BUSCH COMPANIES, INC.,
as Plan Administrator
By: /s/ John T. Farrell
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Vice President, Employee Benefits
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EXHIBIT INDEX
5.1 Opinion and consent of Thomas Larson, Esq., Associate General
Counsel of the Registrant, concerning the legality of the shares
of common stock being registered hereunder.
5.2 Internal Revenue Service Determination Letter dated November 29, 2001.
5.3 Opinion and consent of Mark Voelpel, Associate General Counsel of
Registrant, concerning the compliance of the Plan with the
requirements of ERISA.
23 Consent of Independent Accountants.
24 Power of Attorney executed by directors and officers of the Registrant.
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