UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
REDHOOK ALE BREWERY, INCORPORATED
(Name of Issuer)
COMMON STOCK, par value $.005
(Title of Class of Securities)
757473 10 3
(CUSIP Number)
THOMAS LARSON
ANHEUSER-BUSCH COMPANIES, INC.
One Busch Place
St. Louis, MO 63118-1852
Telephone: (314) 577-3582
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 18, 2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
(Am. No.1)
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CUSIP No. 757473 10 3 Page 2 of 13 Pages
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==========================================================================
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only)
Anheuser-Busch Companies, Inc.; 43-1162835
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2. Check the Appropriate Box if a Member of a Group (See instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (see instructions)
WC
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
Number of 2,243,342
Shares -----------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned by - 0 -
Each -----------------------------------------------------------
Reporting 9. Sole Dispositive Power
Person 2,243,342*
With -----------------------------------------------------------
10. Shared Dispositive Power
- 0 -
-----------------------------------------------------------
*Shares are subject to contractual restrictions on
transfer. See item 4.
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,243,342
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See instructions)
[ ]
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13. Percent of Class Represented by Amount in Row (11)
29.8%
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14. Type of Reporting Person (See instructions)
CO
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SCHEDULE 13D
(Am. No.1)
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CUSIP No. 757473 10 3 Page 3 of 13 Pages
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==========================================================================
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only)
Busch Investment Corporation; 51-0308458
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2. Check the Appropriate Box if a Member of a Group (See instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------
4. Source of Funds (see instructions)
WC
--------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------
7. Sole Voting Power
Number of 2,243,342
Shares -----------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned by - 0 -
Each -----------------------------------------------------------
Reporting 9. Sole Dispositive Power
Person 2,243,342*
With -----------------------------------------------------------
10. Shared Dispositive Power
- 0 -
-----------------------------------------------------------
*Shares are subject to contractual restrictions on
transfer. See item 4.
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,243,342
--------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See instructions)
[ ]
--------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
29.8%
--------------------------------------------------------------------------
14. Type of Reporting Person (See instructions)
CO
==========================================================================
SCHEDULE 13D
(Am. No.1)
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CUSIP No. 757473 10 3 Page 4 of 13 Pages
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Pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, this
Amendment No. 1 amends the Schedule 13D dated August 22, 1995 filed in paper
format with the Securities and Exchange Commission (the "SEC") by the Reporting
Persons. Pursuant to Rule 101(a)(2)(ii) of the SEC's Regulation S-T, this
Amendment amends and restates the text of such Schedule 13D.
Item 1. Security and Issuer.
This statement relates to the shares of common stock (the "Common Stock")
of Redhook Ale Brewery Incorporated, a Washington corporation (the "Company").
The address of the Company's principal executive office is 14300 NE 145th
Street, Suite 210, Woodinville, Washington 98072.
Item 2. Identity and Background.
The persons filing this statement are Busch Investment Corporation, a
Delaware corporation (the "Busch Investment") whose principal address is 1220
North Market Street, Suite 606, Wilmington, Delaware 19801, and Busch
Investment's parent corporation, Anheuser-Busch Companies, Inc., a Delaware
corporation ("A-B") whose principal address is One Busch Place, St. Louis,
Missouri 63118-1852. (A-B and Busch Investment are referred to collectively as
the "Busch Entities".) Attached hereto as Schedules I and II, respectively, are
lists of all directors and executive officers of Busch Investment and A-B,
including their business addresses and information concerning the principal
employment of each.
Neither Busch Investment, A-B nor any of the persons listed on Schedule I
and II hereto has, during the last five years, been convicted in a criminal
proceeding, nor has any of them been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which any of
them was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds of Other Consideration.
Funds used by Busch Investment in acquiring the Common Stock were working
capital funds of the Busch Entities.
Item 4. Purpose of the Transaction.
In October 1994, Anheuser-Busch, Incorporated ("A-BI"), a wholly-owned
subsidiary of A-B, entered into a distribution agreement with the Company (the
"A-B Distribution Agreement") pursuant to which A-BI acts as exclusive
distributor for the Company's products in those territories in which the Company
did not already have a distributor. The Distribution Agreement is terminable by
either party at December 31, 2004 and is otherwise not terminable unless certain
conditions described therein are satisfied. In connection with the Distribution
Agreement, A-BI and the Company entered into an investment agreement (the "A-B
Investment Agreement") pursuant to which Busch Investment purchased 236,756
shares of Common Stock in October 1994 and 1,289,872 shares of Series B
Preferred Stock ("Preferred Stock") in November 1994. Pursuant to contractual
preemptive rights under the Investment Agreement, Busch Investment purchased an
additional 716,714 shares of Common Stock on August 22, 1995. Busch Investment
purchased Common Stock and Preferred Stock of the Company for investment
purposes and to strengthen the alliance formed by the A-B Distribution
Agreement.
SCHEDULE 13D
(Am. No.1)
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CUSIP No. 757473 10 3 Page 5 of 13 Pages
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The Preferred Stock is (i) nontransferable (other than to A-B affiliates)
without the Company's consent, unless first converted into Common Stock; (ii)
convertible into Common Stock, initially at a 1:1 ratio (subject to anti-
dilution adjustments in certain circumstances) at any time, or on December 31,
2004 if prior to such date the Company terminates the A-B Distribution Agreement
on account of a material breach by A-BI, or in any case on December 31, 2014,
unless earlier redeemed; (iii) not entitled to fixed dividends, except
cumulative dividends equivalent to dividends declared on the Common Stock; (iv)
to be redeemed on December 31, 2004 (at a price equal to the liquidation
preference plus any unpaid accumulated dividends) if either party elects to
terminate the A-B Distribution Agreement as of such date, or if terminated
earlier by A-BI on the basis of a material breach by or insolvency of the
Company; (v) entitled to vote (on an as-converted basis) along with the Common
Stock on all matters submitted to shareholder vote, and entitled to specified
representation on the Company's Board of Directors in the event that the Busch
Entities' contractual Board representation rights (described below) are not
fulfilled; and (vi) subject to a requirement that the consent of at least two-
thirds of the outstanding shares of Preferred Stock is necessary in order to
authorize, designate or issue any equity securities ranking equal or prior to
the Preferred Stock as to dividend or liquidation rights or in order to amend
the Company's Articles of Incorporation so as to adversely affect the rights of
the Preferred Stock.
After termination of the A-B Distribution Agreement under certain
circumstances, shares of the Preferred Stock will, among other things, be
transferable by the Busch Entities to unaffiliated third parties, and no longer
convertible into Common Stock. Thereafter, the Preferred Stock will accrue
dividends at a fixed rate to be established at such time payable quarterly, will
no longer be entitled to vote on matters submitted to shareholders, except
pursuant to voting rights required by Washington corporate law and a right to
elect two additional directors to the Company's Board of Directors during any
period in which dividends on the Preferred Stock are in arrears in an amount
equal to dividends for four full quarters and, subject to a requirement that the
consent of holders of at least two-thirds of the outstanding shares of Preferred
Stock is necessary in order to authorize, designate or issue any equity
securities ranking equal or prior to the Preferred Stock as to dividend or
liquidation rights, in order to amend the Company's Articles of Incorporation so
as to adversely affect the rights of the Preferred Stock, or in order to effect
a liquidation or dissolution of the Company, a sale, lease or conveyance of
substantially all of its property or business, or a merger or consolidation with
another person.
Under the A-B Investment Agreement and a related Registration Rights
Agreement between the Company and A-BI, (i) the Company is obligated, under
certain circumstances, to effect the registration under the Securities Act of
1933 (the "Act") of Common Stock and Preferred Stock held by the Busch Entities;
(ii) A-BI has agreed that neither it nor its affiliates will acquire any Common
Stock, or any option, right or warrant to acquire, or security convertible or
exchangeable into, Common Stock if such purchase or acquisition would result in
A-BI and its affiliates holding in the aggregate in excess of 25% (prior to
November 16, 1999) or 30% (prior to November 16, 2001) of the outstanding shares
of Common Stock, calculated on a Fully Diluted Basis (the "A-B Standstill")
(calculated based on the assumption that all outstanding shares of Preferred
Stock and other convertible securities are converted into Common Stock, that all
outstanding warrants and stock options (other than stock options granted to
officers, directors and employees under the Company's option plans) have been
exercised in full, and that all holdings of A-BI and its affiliated companies
are aggregated). Certain increases in beneficial ownership by the Busch
Entities resulting from involuntary acquisitions or decreases in the number of
outstanding shares are excluded from the A-B Standstill. The A-B Standstill
terminates prior to November 16, 2001 if (i) any person unaffiliated with A-BI
directly or indirectly: (a) becomes a beneficial owner of, or enters into an
agreement to acquire, commences a tender offer or exchange offer to acquire, or
announces the intention to acquire and, in A-BI's reasonable judgment, has a
reasonable likelihood of acquiring as a result thereof, 25% or more (prior to
November 16, 1999) or 30% or more of the outstanding shares of Common Stock,
SCHEDULE 13D
(Am. No.1)
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CUSIP No. 757473 10 3 Page 6 of 13 Pages
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calculated on a Fully Diluted Basis; (b) enters into an agreement to consolidate
with the Company or have the Company merged into or with it or to enter into a
share exchange with the Company (other than any merger, consolidation or share
exchange in which the holders of the Company's outstanding voting securities
immediately preceding such transaction will, immediately after such transaction,
own capital stock possessing more than 50% of the aggregate voting power and
economic rights of the outstanding capital stock of the entities surviving such
transaction); or (c) enters into an agreement to acquire all or substantially
all of the Company's assets or certain trademarks or trade names; (ii) the
Company announces its intention to enter into any agreement described above; or
(iii) continuing directors (defined for such purposes as directors as of August
17, 1995, directors subsequently elected whose nomination was approved by a
majority of the continuing directors, and directors designated by the Busch
Entities) cease to constitute at least a majority of the Company's Board of
Directors. If the A-B Standstill is terminated but the contemplated underlying
transaction giving rise to termination of the A-B Standstill does not in fact
transpire, the A-B Standstill will be reinstated as if such event had not
occurred if the Busch Entities have not increased their ownership above the
standstill limitation in the interim.
The A-B Investment Agreement imposes further restrictions on the ability of
the Busch Entities to transfer Preferred Stock and Common Stock, including,
subject to certain exceptions (including sales of less than 3% of the
outstanding Common Stock, or sales pursuant to the exercise of registration
rights), a limited right of first refusal in favor of the Company on proposed
sales of Common Stock by the Busch Entities and an outright prohibition of sales
by the Busch Entities of more than 12.5% of the Common Stock on a Fully Diluted
Basis to any single person or group, or of sales of any Common Stock to brewers
of malt beverages.
Under the A-B Investment Agreement, the Busch Entities have the right,
until November 16, 1999, to designate two nominees for election to the Company's
Board of Directors (or if the Board of Directors has other than nine members,
that number of nominees based on A-B's percentage ownership of the Common Stock
as calculated on a Fully Diluted Basis, but not less than two). After November
16, 1999, the Busch Entities are entitled to designate that number of nominees
based on their percentage ownership, but not less than two, so long as the Busch
Entities hold at least 20% of the Common Stock on a Fully Diluted Basis. The
Company is obligated to use reasonable efforts to cause the election of the
nominees designated by the Busch Entities. If the designees are not elected,
the Company is obligated to take certain remedial measures, and the Busch
Entities are entitled to elect the same percentage of the directors by class
voting under the terms of the Preferred Stock. The Busch Entities also
generally have a contractual right to have one of their Board designees sit on
each committee of the Company's Board of Directors.
The Investment Agreement contains limitations on, among other matters, the
Company's ability to issue equity securities, acquire or sell assets, amend its
Articles of Incorporation or Bylaws and engage in merger transactions.
SCHEDULE 13D
(Am. No.1)
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CUSIP No. 757473 10 3 Page 7 of 13 Pages
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Redhook and A-BI executed a term sheet dated as of May 18, 2004 describing
proposed changes to the arrangements discussed above. Pursuant to the term
sheet, the Busch Entities would exchange with Redhook all shares of Series B
Preferred for shares of common stock that, together with the common stock
already held by the Busch Entities, would represent approximately 34% of the
outstanding common stock of Redhook, and $2,000,000. The obligations of the
parties to consummate the transactions described in the term sheet are subject
to agreement upon definitive documentation.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Busch Investment owns beneficially an aggregate of 2,243,342 shares
of Common Stock, including 1,289,872 shares of Common Stock issuable upon
conversion of the Preferred Stock. These shares comprise 29.8% of the aggregate
outstanding shares of Common Stock (including shares of Common Stock issuable
upon conversion of the Preferred Stock).
(b) Busch Investment has sole power to vote and sole power to dispose or
direct the disposition of all of the 2,243,342 shares of Common Stock owned
beneficially by it; however, the Preferred Stock may not be sold or otherwise
disposed of prior to conversion, and the Common Stock and the Preferred Stock
held by Busch Investment are subject to certain contractual restrictions on
transfer. See Item 4 above.
(c) None.
(d)(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
For a description of the A-B Distribution Agreement and the A-B Investment
Agreement, see Item 4 above. The description herein of certain terms of the A-B
Distribution Agreement and the A-B Investment Agreement is subject to the terms
of the complete agreements, which are incorporated by reference.
SCHEDULE 13D
(Am. No.1)
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CUSIP No. 757473 10 3 Page 8 of 13 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Company's Articles of Incorporation, as amended and restated, filed as
Exhibit 3.1 to the Company's Registration Statement on Form S-1 No. 33-94166,
which is incorporated herein by reference.
2. Investment Agreement dated as of October 18, 1994 between the Company
and A-BI, filed as Exhibit 10.4 to the Company's Registration Statement on Form
S-1 No. 33-94166, which is incorporated herein by reference.
3. Registration Rights Agreement dated October 18, 1994 between the
Company and A-BI filed as Exhibit 10.7 to the Company's Registration Statement
on Form S-1 No. 33-94166, which is incorporated herein by reference.
4. Master Distribution Agreement dated as of October 18, 1994 between the
Company and A-BI, filed as Exhibit 10.21 to the Company's Registration Statement
on Form S-1 No. 33-94166, which is incorporated herein by reference.
5. Letter Agreement dated as of July 31, 1995, between the Company and
A-BI, filed as Exhibit 10.25 to the Company's Registration Statement on Form
S-1, No. 33-94166, which is incorporated herein by reference.
6. Amendment No. 1 dated as of June 26, 1996 to Master Distribution
Agreement between the Company and A-BI, filed as Exhibit 10.30 to the Company's
quarterly report on Form 10-Q for the quarter ended June 30, 1996, No. 0-26542,
which is incorporated herein by reference.
7. Consent, Waiver, and Amendment dated September 19, 1997, to Master
Distribution Agreement between the Company and A-BI, filed as Exhibit 10.36 to
the Company's quarterly report on Form 10-Q for the quarter ended September 30,
1997, No. 0-26542, which is incorporated by reference.
8. Purchasing Agreement dated as of March 27, 1998, between the Company
and A-BI, filed as Exhibit 10.37 to the Company's quarterly report on Form 10-Q
for the quarter ended March 31, 1998, No. 0-26542, which is incorporated by
reference.
9. Purchasing Agreement dated as of November 21, 2002, between the Company
and A-BI, filed as Exhibit 10.21 to the Company's annual report on Form 10-K for
the year ended December 31, 2002, No. 0-26542, which is incorporated by
reference.
10. Term Sheet dated May 18, 2004, between the Company and A-BI.
SCHEDULE 13D
(Am. No.1)
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CUSIP No. 757473 10 3 Page 9 of 13 Pages
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: May 19, 2004
ANHEUSER-BUSCH COMPANIES, INC.
By: /s/ W. RANDOLPH BAKER
Name: W. Randolph Baker
Title: Vice President and Chief Financial Officer
BUSCH INVESTMENT CORPORATION
By: /s/ DAVID C. SAUERHOFF
Name: David C. Sauerhoff
Title: Treasurer
SCHEDULE 13D
(Am. No.1)
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CUSIP No. 757473 10 3 Page 10 of 13 Pages
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SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF
BUSCH INVESTMENT CORPORATION
NAME AND BUSINESS ADDRESS POSITION WITH THE COMPANY
------------------------- -------------------------
William J. Kimmins Jr.* Chairman of the Board and President
H. Murray Sawyer Jr. Vice President
1220 North Market Street
Suite 606
Wilmington, Delaware 19801
Laura H. Reeves* Secretary
David C. Sauerhoff* Treasurer
Denise R. Lynch* Assistant Treasurer-International
John D. Castagno* Tax Controller
William J. Kimmins Jr.* Director
Denise R. Lynch* Director
H. Murray Sawyer Jr. Director
1220 North Market Street
Suite 606
Wilmington, Delaware 19801
* The business address of each such person is One Busch Place, St. Louis, Missouri 63118-1852.
SCHEDULE 13D
(Am. No.1)
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CUSIP No. 757473 10 3 Page 11 of 13 Pages
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SCHEDULE II
EXECUTIVE OFFICERS AND DIRECTORS OF
ANHEUSER-BUSCH COMPANIES, INC.
NAME AND PRINCIPAL OCCUPATION OF
BUSINESS ADDRESS POSITION WITH COMPANY NON-EMPLOYEE DIRECTORS
---------------- --------------------- -----------------------
Patrick T. Stokes* President and Chief Executive
Officer and Director
August A. Busch III* Chairman of the Board and Director
W. Randolph Baker* Vice President and Chief Financial
Officer
Stephen K. Lambright* Group Vice President and Chief
Legal Officer
Donald W. Kloth* Vice President and Group Executive
John E. Jacob* Executive Vice President-Global
Communications and Director
Thomas W. Santel* Vice President-Corporate Development
Stephen J. Burrows* Vice President- International
Operations
August A. Busch IV* Vice President and Group Executive
Mark T. Bobak* Vice President-Corporate Human
Resources
Joseph P. Sellinger* Vice President and Group Executive
Douglas J. Muhleman* Group Vice President, Brewing
Operations & Technology-Anheuser-
Busch, Inc.
Francine I. Katz* Vice President-Corporate
Communications
Keith M. Kasen* Chairman of the Board and President-
Busch Entertainment Corporation
SCHEDULE 13D
(Am. No.1)
(Sched. II, cont'd)
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CUSIP No. 757473 10 3 Page 12 of 13 Pages
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Carlos Fernandez G. Director Vice Chairman of the Board and
Campos Eliseos No.400 CEO, Grupo Modelo, S.A. de C.V.
piso 18,
Lomas de Chapultepec
Mexico, D.F., 11000
James J. Forese Director Operating Partner and Chief
1455 Pennsylvania Ave. Operating Officer, Thayer
N.W. Capital Partners
Suite 350
Washington, DC 20004
James R. Jones Director Co-Chairman and Chief Executive
1501 M Street, NW Officer, Manatt Jones Global
Suite 700 Strategies
Washington, DC 20005
Charles F. Knight Director Chairman of the Board, Emerson
8000 West Florissant Electric Company
Avenue
P.O. Box 4100
St. Louis, MO 63136
Vernon R. Loucks, Jr. Director Chairman, The Aethena Group, LLC
1101 Skokie Boulevard
Suite 240
Northbrook, IL 60062
Vilma S. Martinez Director Partner, Munger, Tolles & Olson
355 South Grand Ave.
35th Floor
Los Angeles, CA 90071
William Porter Payne Director Partner, Gleacher Partners, LLC
3455 Peachtree Rd.,
NE, Suite 975
Atlanta, GA 30326
SCHEDULE 13D
(Am. No.1)
(Sched. II, cont'd)
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CUSIP No. 757473 10 3 Page 13 of 13 Pages
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Joyce M. Roche' Director President and Chief Executive
120 Wall Street Officer, Girls Incorporated
New York, NY 10005
Henry Hugh Shelton Director President, International
One Fountain Square Operations, M.I.C. Industries
11911 Freedom Drive
Reston, VA 20190-5668
Andrew C. Taylor Director Chairman and Chief Executive
600 Corporate Park Dr. Officer, Enterprise Rent-A-Car
St. Louis, MO 63105 Company
Douglas A. Warner III Director Former Chairman of the Board,
345 Park Avenue J.P. Morgan Chase & Company
11th Floor
New York, NY 10154
Edward E. Whitacre, Jr. Director Chairman and Chief Executive
175 E. Houston, Officer, SBC Communications Inc.
Suite 1300
San Antonio, TX 78205
* The business address of each such person is One Busch Place, St. Louis, Missouri 63118-1852.