PROSPECTUS SUPPLEMENT
(To Prospectus dated August 2, 1995)
[LOGO] $200,000,000
ANHEUSER-BUSCH COMPANIES, INC.
7% Debentures Due December 1, 2025
(Interest payable June 1 and December 1)
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The Debentures will be redeemable at the option of the Company at any time
on or after December 1, 2005, as set forth herein.
The Debentures will be issued and registered only in the name of Cede &
Co., as nominee for The Depository Trust Company, New York, New York (the
"Depositary"), as registered owner of all of the Debentures, to which principal
and interest payments on the Debentures will be made. Individual purchases
will be made only in book entry form (as described herein). Purchasers of such
book entry interests in the Debentures will not receive physical delivery of
certificates and must maintain an account with a broker, dealer or bank that
participates in the Depositary's book entry system. See "Book Entry
Securities" in the accompanying Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Underwriting
Price to Discounts and Proceeds to
Public* Commissions** Company***
------------ -------------- --------------
Per Debenture . . . . . . 99.675% .875% 98.800%
Total . . . . . . . . . . $199,350,000 $1,750,000 $197,600,000
* Plus accrued interest, if any, from December 5, 1995.
** The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
*** Before deducting expenses payable by the Company estimated at $150,000.
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The Debentures are being offered by the Underwriters as set forth under
"Underwriting" herein. It is expected that the Debentures will be delivered in
book entry form only, on or about December 5, 1995, through the facilities of
the Depositary, against payment therefor in immediately available funds. The
Underwriters are:
Dillon, Read & Co. Inc.
Goldman, Sachs & Co.
Merrill Lynch & Co.
J.P. Morgan Securities Inc.
The date of this Prospectus Supplement is November 30, 1995.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBENTURES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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DESCRIPTION OF DEBENTURES
The Debentures offered hereby by Anheuser-Busch Companies, Inc. (the
"Company") are to be issued under an Indenture dated as of August 1, 1995 (the
"Indenture") between the Company and Chemical Bank, as Trustee, which is more
fully described in the accompanying Prospectus under "Description of Debt
Securities".
The Debentures will bear interest at the rate of 7% per annum from
December 5, 1995, payable semi-annually on each June 1 and December 1.
Interest will be paid to the persons in whose names the Debentures are
registered at the close of business on the May 15 or November 15 preceding the
payment date.
The Debentures will be issued in book entry form, as a single Debenture
registered in the name of the nominee of The Depository Trust Company, which
will act as Depositary, or in the name of the Depositary. Beneficial interests
in book entry Debentures will be shown on, and transfers thereof will be
effected only through, records maintained by the Depositary and its
participants. Except as described in the accompanying Prospectus under
"Book Entry Securities", owners of beneficial interests in a global Debenture
will not be considered the Holders thereof and will not be entitled to receive
physical delivery of Debentures in definitive form.
The Debentures will be redeemable at the option of the Company at any time
on or after December 1, 2005, in whole or in part, upon not fewer than 30 days'
nor more than 60 days' notice, at Redemption Prices equal to the percentages
set forth below of the principal amount to be redeemed for the respective
12 month periods beginning December 1 of the years indicated, together in each
case with accrued interest to the Redemption Date:
12 Months Beginning Redemption 12 Months Beginning Redemption
December 1 Price December 1 Price
------------------- ---------- ------------------- ----------
2005 103.34% 2010 101.67%
2006 103.00% 2011 101.33%
2007 102.67% 2012 101.00%
2008 102.34% 2013 100.67%
2009 102.00% 2014 100.33%
and thereafter at 100% of the principal amount thereof, together with accrued
interest to the Redemption Date.
UNDERWRITING
The names of the Underwriters of the Debentures, and the principal amount
thereof which each has severally agreed to purchase from the Company, subject
to the terms and conditions specified in the Underwriting Agreement dated
August 24, 1995 and the related Terms Agreement dated November 30, 1995, are as
follows:
Principal
Amount of
Underwriter Debentures
----------- ----------
Dillon, Read & Co. Inc. . . . . . . . . .
$ 50,000,000
Goldman, Sachs & Co. . . . . . . . . . . .
50,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . . . .
50,000,000
J.P. Morgan Securities Inc. . . . . . . .
50,000,000
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Total $ 200,000,000
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S-2
Dillon, Read & Co. Inc. is the lead manager. Goldman, Sachs & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities
Inc. are co managers.
If any Debentures are purchased by the Underwriters, all Debentures will
be so purchased. The Underwriting Agreement contains provisions whereby, if
any Underwriter defaults in an obligation to purchase Debentures and if the
aggregate obligations of all Underwriters so defaulting do not exceed
$20,000,000 principal amount of Debentures, the remaining Underwriters, or some
of them, must assume such obligations.
The Debentures are being initially offered severally by the Underwriters
for sale directly to the public at the price set forth on the cover hereof
under "Price to Public" and to certain dealers at such price less a concession
not in excess of .50% of the principal amount. The respective Underwriters may
allow, and such dealers may reallow, a concession not exceeding .25% of the
principal amount on sales to certain other dealers. The offering of Debentures
is made for delivery when, as and if accepted by the Underwriters and subject
to prior sale and to withdrawal, cancellation or modification of the offer
without notice. The Underwriters reserve the right to reject any order for the
purchase of Debentures. After the initial public offering, the public offering
price and other selling terms may be changed by the Underwriters.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
Mr. Peter M. Flanigan, a director of the Company, is a Director of Dillon,
Read & Co. Inc. Dillon, Read & Co. Inc. has provided from time to time, and
expects in the future to provide, investment banking services to the Company,
for which it has received and will receive customary fees and commissions.
Mr. Douglas A. Warner III, a director of the Company, is the President,
Chief Executive Officer and Chairman of the Board of Directors of J.P. Morgan &
Co. Incorporated, the parent corporation of J.P. Morgan Securities Inc. In the
ordinary course of their respective businesses, J.P. Morgan Securities Inc. and
certain of its affiliates have engaged, and expect in the future to engage, in
investment banking or commercial banking transactions with the Company.
S-3
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NO DEALER, SALESMAN OR ANY OTHER
PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE ANHEUSER-BUSCH
CONTAINED IN THIS PROSPECTUS COMPANIES, INC.
SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS IN CONNECTION WITH THE
OFFER CONTAINED IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS, AND, IF GIVEN OR MADE, ------------
SUCH OTHER INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR THE UNDERWRITERS. THIS
PROSPECTUS SUPPLEMENT AND THE $200,000,000
ACCOMPANYING PROSPECTUS DO NOT 7% Debentures
CONSTITUTE AN OFFER BY THE COMPANY OR Due December 1, 2025
BY ANY UNDERWRITER TO SELL SECURITIES
IN ANY STATE TO ANY PERSON TO WHOM IT
IS UNLAWFUL FOR THE COMPANY OR SUCH
UNDERWRITER TO MAKE SUCH OFFER IN SUCH
STATE. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF.
[LOGO]
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TABLE OF CONTENTS
Prospectus Supplement
Page
Description of Debentures . . . . S-2
Underwriting . . . . . . . . . . S-2
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Prospectus PROSPECTUS SUPPLEMENT
Available Information . . . . . . . 2 --------
Incorporation of Documents by
Reference . . . . . . . . . . 2
The Company . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . 3
Description of Debt Securities . . 3
Book Entry Securities . . . . . . . 9 Dillon, Read & Co. Inc.
Plan of Distribution . . . . . . . 11 Goldman, Sachs & Co.
Legal Opinion . . . . . . . . . . . 12 Merrill Lynch & Co.
Experts . . . . . . . . . . . . . . 12 J.P. Morgan Securities Inc.
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STATEMENT OF DIFFERENCES
The Prospectus Supplement filed herewith will be used as a supplement to
the Registrant's Prospectus dated August 2, 1995, (constituting a part of
registration statement 33-60885). The foregoing Prospectus Supplement will be
reproduced on paper measuring approximately 8-1/2 inches by 11 inches, and will
be attached to the Prospectus dated August 2, 1995. The upper left-hand corner
of the circulated Prospectus Supplement and the center of the right column of
the back cover of the Prospectus Supplement will each contain a one inch square
corporate logo of Anheuser-Busch Companies, Inc. The corporate logo consists
of a silver "A" and a white eagle on a blue background.