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
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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
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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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
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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 .
--- ---
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
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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.
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.
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.
* 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)
* 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.)
* /s/ JOBETH G. BROWN
------------------------------- September 27, 2002
JoBeth G. Brown
Attorney in Fact
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
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.