ITEM 1. BUSINESS
Anheuser-Busch Companies, Inc. (the "Company") is a Delaware corporation that was organized in 1979 as the holding company parent of Anheuser-Busch, Incorporated ("ABI"), a Missouri corporation whose origins date back to 1875. In addition to ABI, which is the world's largest brewer of beer, the Company is also the parent corporation to a number of subsidiaries that conduct various other business operations, including those related to the brewing of beer, the manufacture of metal beverage containers, the recycling of metal and glass beverage containers, the production and sale of food and food-related products, and the operation of theme parks.
Financial information with respect to the Company's business segments appears in financial statement note 15, "Business Segments," on page 57 of the 1993 Annual Report to Shareholders, which note hereby is incorporated by reference.
BEER AND BEER-RELATED OPERATIONS
The Company's principal product is beer, produced and distributed by its subsidiary, ABI, in a variety of containers primarily under the brand names Budweiser, Bud Light, Bud Dry Draft, Michelob, Michelob Light, Michelob Dry, Michelob Golden Draft, Michelob Golden Draft Light, Michelob Classic Dark, Busch, Busch Light, Natural Light, Natural Pilsner, King Cobra, and O'Doul's (a non-alcoholic malt beverage). Additionally, ABI imports Carlsberg and Carlsberg Light beers and Elephant Malt Liquor in U.S. markets as part of an agreement with the Denmark based Carlsberg A/S (formerly United Breweries, Ltd.), brewer of the brands. A new brand, Ice Draft from Budweiser, was introduced in the fourth quarter of 1993.
Sales of beer by the Company aggregated 87.3 million barrels in 1993 as compared with 86.8 million barrels in 1992 and accounted for approximately 66% of consolidated net sales dollars in 1993. In 1992 and 1991 the percentage was 67%.
Budweiser, Bud Light, Bud Dry Draft, Ice Draft from Budweiser, Michelob, Michelob Light, Michelob Dry, Michelob Golden Draft, Michelob Golden Draft Light, Michelob Classic Dark, Busch, Busch Light, Natural Light, Carlsberg, Elephant Malt Liquor, and O'Doul's are sold in both draught and packaged form. Natural Pilsner, King Cobra, and Carlsberg Light are sold only in packaged form. Budweiser, Bud Light, Bud Dry Draft, Ice Draft from Budweiser, Michelob, Michelob Light, Michelob Dry, Michelob Classic Dark, Natural Light, and O'Doul's are distributed and sold on a nationwide basis. Busch and Busch Light are distributed in 46 states, Natural Pilsner in 6 states, and King Cobra is distributed in 45 states. Michelob Golden Draft and Michelob Golden Draft Light are sold in 13 states. ABI's imported beer, Carlsberg is distributed in 45 states, Carlsberg Light in 28 states, and Elephant Malt Liquor is distributed in 38 states.
Normally, due to the seasonality of the industry, sales of ABI's beers are at their lowest volume level in the first and fourth quarters of each year and at their highest in the second and third quarters. In 1993 the barrels sold in the lowest quarter (first quarter) differed by almost 19% from the barrels sold in the highest quarter (third quarter). ABI's 1994 quarterly sales to wholesalers volume growth is not expected to follow a consistent pattern; first quarter shipments in 1994 increased more significantly due to the roll-out of Ice Draft from Budweiser and higher planned inventory levels.
ABI has developed a system of thirteen breweries, strategically located across the country, to economically serve its distribution system. (See Item 2
ITEM 2. PROPERTIES
ABI has thirteen breweries in operation at the present time, located in St. Louis, Missouri; Newark, New Jersey; Los Angeles and Fairfield, California; Jacksonville and Tampa, Florida; Houston, Texas; Columbus, Ohio; Merrimack, New Hampshire; Williamsburg, Virginia; Baldwinsville, New York; Fort Collins, Colorado; and Cartersville, Georgia. Title to the Baldwinsville, New York brewery is held by the Onondaga County Industrial Development Agency ("OCIDA") pursuant to a Sale and Agency Agreement with ABI, which enabled OCIDA to issue tax exempt pollution control and industrial development revenue notes and bonds to finance a portion of the cost of the purchase and modification of the brewery. The brewery is not pledged or mortgaged to secure any of the notes or bonds, and the Sale and Agency Agreement with OCIDA gives ABI the unconditional right to require at any time that title to the brewery be transferred to ABI. ABI's breweries operated at approximately 94% of capacity in 1993.
The Company, through wholly-owned subsidiaries, operates malt plants in Manitowoc, Wisconsin, Moorhead, Minnesota and Idaho Falls, Idaho; rice mills in Jonesboro, Arkansas and Woodland, California; a wild rice processing facility in Clearbrook, Minnesota; can manufacturing plants in Jacksonville, Florida, Columbus, Ohio, Arnold, Missouri, Windsor, Colorado, Carson, California, Newburgh, New York, Ft. Atkinson, Wisconsin, and Rome, Georgia; can lid manufacturing plants in Gainesville, Florida, Oklahoma City, Oklahoma, and Riverside, California; refillable bottle sorting facilities in Marion, Ohio and Nashua, New Hampshire; and snack food production plants in Robersonville, North Carolina, Hyannis, Massachusetts, Fayetteville, Tennessee, Visalia, California, and York, Pennsylvania.
BEC operates its principal family entertainment facilities in Tampa, Florida; Williamsburg, Virginia; San Diego, California; Aurora, Ohio; Orlando, Florida; San Antonio, Texas; and Winter Haven, Florida. The Tampa facility is 265 acres, Williamsburg is 364 acres, San Diego is 165 acres, Aurora is 90 acres, Orlando is 224 acres, San Antonio is 496 acres, and the Winter Haven facility is 223 acres.
The Company's wholly-owned subsidiary, CTI, through its domestic subsidiaries, operates 41 bakeries and 11 manufacturing plants in 19 states. CTI's international subsidiaries own and operate eight bakeries in Spain and a refrigerated dough manufacturing plant in France. CTI's domestic bakeries operate at approximately 75% of capacity, which is about average for the baking industry.
Except for the Baldwinsville brewery, the can manufacturing plants in Carson, California and in Newburgh, New York, eleven CTI facilities, one ESI plant, and the Sea World park in San Diego, California, all of the Company's principal properties are owned in fee. The lease for the land used by the Sea World park in San Diego, California expires in 2033. Title to eight CTI facilities is currently held by development authorities for the jurisdictions in which the facilities are located pursuant to Industrial Development Bonds; the remaining CTI facilities are leased. The Company considers its buildings, improvements, and equipment to be well maintained and in good condition, irrespective of dates of initial construction, and adequate to meet the operating demands placed upon them. The production capacity of each of the manufacturing facilities is adequate for current needs and, except as described above, substantially all of each facility's capacity is utilized.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any pending or threatened litigation, the outcome of which would be expected to have a material adverse effect upon its financial condition or its operations.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fourth quarter ended December 31, 1993.
EXECUTIVE OFFICERS OF THE REGISTRANT
AUGUST A. BUSCH III (age 56) is presently Chairman of the Board and President, and Director of the Company and has served in such capacities since 1977, 1974, and 1963, respectively. Since 1979 he has also served as Chairman of the Board and Chief Executive Officer of the Company's subsidiary, Anheuser-Busch, Incorporated. During the past five years he also served as President of that subsidiary (1987-1990).
JERRY E. RITTER (age 59) is presently Executive Vice President-Chief Financial and Administrative Officer of the Company and was appointed to serve in such capacity in 1990. He is also Vice President-Finance of the Company's subsidiary, Anheuser-Busch, Incorporated, and has served in such capacity since 1982. During the past five years he also served as Vice President and Group Executive of the Company (1984-1990).
MICHAEL J. ROARTY (age 65) is presently Executive Vice President- Corporate Marketing and Communications of the Company and was appointed to serve in such capacity in 1990. He is also presently Chairman of the Board of the Company's subsidiary, Busch Media Group, Inc., and Chairman of the Board and Chief Executive Officer of the Company's subsidiary, Busch Creative Services Corporation, and was appointed to serve in each such capacity in 1990. During the past five years he also served as Vice President of the Company (1988-1990) and Executive Vice President-Marketing of the Company's subsidiary, Anheuser-Busch, Incorporated (1983-1990). Mr. Roarty has elected to retire from his positions with the Company and its subsidiaries in September 1994. Details of Mr. Roarty's retirement are set forth on page 18 in the Company's Proxy Statement for the Annual Meeting of Shareholders on April 27, 1994.
PATRICK T. STOKES (age 51) is presently Vice President and Group Executive of the Company and has served in such capacity since 1981. He is also presently President of the Company's subsidiary, Anheuser- Busch, Incorporated, and was appointed to serve in such capacity in 1990. During the past five years he also served as Chairman of the Board and Chief Executive Officer of the Company's subsidiary, Campbell Taggart, Inc. (1985-1990) and Chairman of the Board and President of the Company's subsidiary, Eagle Snacks, Inc. (1987-1990).
BARRY H. BERACHA (age 52) is presently Vice President and Group Executive of the Company and has served in such capacity since 1976. He is also presently Chairman of the Board and Chief Executive Officer of the Company's subsidiary, Campbell Taggart, Inc. and has served in such capacity since September 1993. He is also Chairman of the Board of the Company's subsidiary, Metal Container Corporation and has served in such capacity since 1976. During the past five years he also served as Chief Executive Officer of Metal Container Corporation (1976-September 1993) and Chairman of the Board and Chief Executive Officer of the Company's subsidiary, Anheuser-Busch Recycling Corporation (1978-1993).
JOHN H. PURNELL (age 52) is presently Vice President and Group Executive of the Company and has served in such capacity since January 1991. He is also Chairman of the Board and Chief Executive Officer of the Company's subsidiary, Anheuser-Busch International, Inc., and has served as Chairman since 1980 and as Chief Executive Officer since January 1991. During the past five years he also served as Senior Vice President-Corporate Planning and Development (1987-1991).
W. RANDOLPH BAKER (age 47) is presently Vice President and Group Executive of the Company and has served in such capacity since 1982. During the past five years he also served as Chairman of the Board and President of the Company's subsidiaries, Busch Properties, Inc. and Busch Entertainment Corporation (1978-1991).
STEPHEN K. LAMBRIGHT (age 51) is presently Vice President and Group Executive of the Company and has served in such capacity since 1984.
STUART F. MEYER (age 60) is presently Vice President and Group Executive of the Company and has served in such capacity since April 1991 and has also served as Vice President-Corporate Human Resources of the Company (1984-March 1991). He was appointed President and Chief Executive Officer of the Company's subsidiary, St. Louis National Baseball Club, Inc., in January 1992 and prior to that served as Executive Vice President and Chief Operating Officer (April 1991-December 1991). He is also President and Chief Executive Officer of the Company's subsidiary, Civic Center Corporation, and has served in such capacity since April 1991.
RAYMOND E. GOFF (age 48) is presently Vice President and Group Executive of the Company and has served in such capacity since 1986. He is also presently Chairman of the Board and Chief Executive Officer of the Company's subsidiary, Busch Agricultural Resources, Inc., and has served in such capacity since 1986.
JAIME IGLESIAS (age 63) is presently Chairman of the Board and Senior Vice President-Europe of the Company's subsidiary, Anheuser-Busch Europe, Inc. ("ABEI") and was appointed to these positions in January 1993. Prior to that he served as Chief Executive Officer (1989-January 1993) and as President (1988-January 1993) of ABEI. He was appointed President-International Operations of the Company's subsidiary, Campbell Taggart, Inc. ("CTI"), in 1991 and prior to that served as Vice President-International (1983-1991). He is also Chairman of CTI's subsidiary, Bimbo S.A., and President and Senior Vice President-Europe of the Company's subsidiary, Anheuser-Busch International, Inc. ("ABII"), and has served in such capacities since 1978 and January 1993, respectively. He also served as President and Managing Director- Europe of ABII (1988-January 1993).
ALOYS H. LITTEKEN (age 53) is presently Vice President-Corporate Engineering of the Company and has served in such capacity since 1981.
WILLIAM L. RAMMES (age 52) is presently Vice President-Corporate Human Resources of the Company and has served in such capacity since June 1992. During the past five years he also served as Vice President- Operations of the Company's subsidiary, Anheuser-Busch Incorporated (1990-June 1992) and Vice President-Administration (1986-1989).
JOHN B. ROBERTS (age 49) is presently Chairman of the Board and President of the Company's subsidiary, Busch Entertainment Corporation, and has served in such capacities since June 1992 and May 1991, respectively. During the past five years he also served as Executive Vice President and General Manager of Busch Entertainment Corporation (1990-May 1991) and Vice President and General Manager (1987-1990) and Vice President-Operations (1979-1987).
JOSEPH L. GOLTZMAN (age 52) is presently Vice President and Group Executive of the Company and has served in such capacity since September 1993. He is also presently Chairman, Chief Executive Officer and President of the Company's subsidiary, Anheuser-Busch Recycling Corporation, President and Chief Executive Officer of the Company's subsidiary, Metal Container Corporation, and President of the Company's subsidiary, Metal Label Corporation, and has served in such capacities since January 1993, September 1993, and 1988, respectively. During the past five years he also served as President of Anheuser-Busch Recycling Corporation (1988-December 1992) and Vice President-Recycling and Metals Planning (January 1992-September 1993) and Director-Metals Planning and Recycling (1988-December 1991) of the Company.
PART II
The information required by Items 5, 6, 7, and 8 of this Part II are hereby incorporated by reference from pages 32 through 65 of the Company's 1993 Annual Report to Shareholders.
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no disagreements with Price Waterhouse, the Company's independent accountants since 1961, on accounting principles or practices or financial statement disclosures.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required with respect to Directors is hereby incorporated by reference from pages 3 through 5 of the Company's Proxy Statement for the Annual Meeting of Shareholders on April 27, 1994. The information required by this Item with respect to Executive Officers is presented on pages 6 through 8 of this Form 10-K.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is hereby incorporated by reference from page 7 and pages 15 through 21 of the Company's Proxy Statement for the Annual Meeting of Shareholders on April 27, 1994.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is hereby incorporated by reference from pages 2 and 6 of the Company's Proxy Statement for the Annual Meeting of Shareholders on April 27, 1994.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is hereby incorporated by reference from pages 21 through 23 of the Company's Proxy Statement for the Annual Meeting of Shareholders on April 27, 1994.
PART IV
3. Exhibits
Exhibit 3.1 - Amendment to Article Fourth of the Restated Certificate of Incorporation of the Company dated June 10, 1992. (Restated Certificate of Incorporation with amendments previously filed and incorporated by reference to Exhibit 3.1 to Form 10-K for the fiscal year ended December 31, 1987.)
Exhibit 3.2 - Certificate of Designation, Rights and Preferences of the Series C Convertible Preferred Stock of the Company dated November 3, 1989. (Incorporated by reference to Exhibit 3.2 to Form 10-K for the fiscal year ended December 31, 1990.)
Exhibit 3.3 - By-Laws of the Company (as amended and restated October 27, 1993). (Incorporated by reference to Exhibit 3 to Form 10-Q for the quarter ended September 30, 1993.)
Exhibit 4.1 - Form of Rights Agreement, dated as of December 18, 1985 between Anheuser-Busch Companies, Inc. and Centerre Trust Company of St. Louis (now Boatmen's Trust Company), as amended and restated as of December 17, 1986.
Exhibit 4.2 - Indenture between the Company and Manufacturers Hanover Trust Company. (Incorporated by reference to Exhibit 4 to Registration Statement on Form S-3, Registration No. 33-14685, filed with the Commission on June 3, 1987.) (Other indentures are not filed, but the Company agrees to furnish copies of such instruments to the Securities and Exchange Commission upon request.)
[FN] - - - ----- *Incorporated by reference from the indicated pages of the 1993 Annual Report to Shareholders.
Exhibit 10.1 - Anheuser-Busch Companies, Inc. Deferred Compensation Plan for Non-Employee Directors (as amended and restated February 22, 1989.) (Incorporated by reference to Exhibit 10.1 to Form 10-K for the fiscal year ended December 31, 1988.)*
Exhibit 10.2 - First Amendment to Anheuser-Busch Companies, Inc. Deferred Compensation Plan for Non-Employee Directors (as amended and restated February 22, 1989) effective April 24, 1991. (Incorporated by reference to Exhibit 10.2 to Form 10-K for the fiscal year ended December 31, 1991.)*
Exhibit 10.3 - Second Amendment to Anheuser-Busch Companies, Inc. Deferred Compensation Plan for Non-Employee Directors (as amended and restated February 22, 1989) effective January 1, 1994.*
Exhibit 10.4 - Anheuser-Busch Companies, Inc. Retirement Program for Non-Employee Directors. (Incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-14 filed September 14, 1982.)*
Exhibit 10.5 - Anheuser-Busch Companies, Inc. 1981 Incentive Stock Option/Non-Qualified Stock Option Plan (as amended December 18, 1985, December 16, 1987, December 20, 1988 and July 22, 1992.) (Incorporated by reference to Exhibit 10.4 to Form 10-K for the fiscal year ended December 31, 1992.)*
Exhibit 10.6 - Excerpts from resolutions adopted by the Anheuser-Busch Companies, Inc. Board of Directors on September 22, 1993 amending the Anheuser-Busch Companies, Inc. 1981 Incentive Stock Option/Non-Qualified Stock Option Plan.*
Exhibit 10.7 - Anheuser-Busch Companies, Inc. 1981 Non- Qualified Stock Option Plan (as amended December 18, 1985, June 24, 1987, December 20, 1988 and July 22, 1992.) (Incorporated by reference to Exhibit 10.5 to Form 10-K for the fiscal year ended December 31, 1992.)*
Exhibit 10.8 - Anheuser-Busch Companies, Inc. 1989 Incentive Stock Plan (as amended December 20, 1989, December 19, 1990 and December 15, 1993.)*
Exhibit 10.9 - Anheuser-Busch Companies, Inc. Excess Benefit Plan.*
Exhibit 10.10- First Amendment to Anheuser-Busch Companies, Inc. Excess Benefit Plan.*
Exhibit 10.11- Second Amendment to Anheuser-Busch Companies, Inc. Excess Benefit Plan effective as of July 1, 1989. (Incorporated by reference to Exhibit 10.10 to Form 10-K for the fiscal year ended December 31, 1989.)*
Exhibit 10.12- Excerpts from resolutions adopted by the Anheuser-Busch Companies, Inc. Board of Directors on September 22, 1993 amending the Anheuser-Busch Companies, Inc. Excess Benefit Plan.*
Exhibit 10.13- Anheuser-Busch Companies, Inc. Supplemental Executive Retirement Plan Amended and Restated as of July 1, 1989. (Incorporated by reference to Exhibit 10.11 to Form 10-K for the fiscal year ended December 31, 1989.)*
Exhibit 10.14- First Amendment to Anheuser-Busch Companies, Inc. Supplemental Executive Retirement Plan. (Incorporated by reference to Exhibit 10.11 to Form 10-K for the fiscal year ended December 31, 1990.)*
Exhibit 10.15- Excerpts from resolutions adopted by the Anheuser-Busch Companies, Inc. Board of Directors on September 22, 1993 amending the Anheuser-Busch Companies, Inc. Supplemental Executive Retirement Plan.*
Exhibit 10.16- Anheuser-Busch Executive Deferred Compensation Plan effective January 1, 1994.*
Exhibit 10.17- Anheuser-Busch 401(k) Restoration Plan effective January 1, 1994.*
Exhibit 10.18- Form of Indemnification Agreement with Directors and Executive Officers.*
Exhibit 10.19- Investment Agreement By and Among Anheuser-Busch Companies, Inc., Anheuser-Busch International, Inc. and Anheuser-Busch International Holdings, Inc. and Grupo Modelo, S.A. de C.V., Diblo, S.A. de C.V. and certain shareholders thereof, dated as of June 16, 1993.
Exhibit 10.20- Letter agreement between Anheuser-Busch Companies, Inc. and the Controlling Shareholders regarding Section 5.5 of the Investment Agreement filed as Exhibit 10.19 of this report.
Exhibit 13 - Pages 32 through 65 of the Anheuser-Busch Companies, Inc. 1993 Annual Report to Shareholders, a copy of which is furnished for the information of the Securities and Exchange Commission. Portions of the Annual Report not incorporated herein by reference are not deemed "filed" with the Commission.
Exhibit 21 - Subsidiaries of the Company
Exhibit 23 - Consent of Independent Accountants, filed as page 16 of this report.
[FN] - - - ----- * A management contract or compensatory plan or arrangement required to be filed by Item 14(c) of this report.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of 1993.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ANHEUSER-BUSCH COMPANIES, INC. ................................... (Registrant)
By AUGUST A. BUSCH III ................................... August A. Busch III Chairman of the Board and President
Date: March 23, 1994
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
Separate financial statements of subsidiaries not consolidated have been omitted because, in the aggregate, the proportionate share of their profit before income taxes and total assets are less than 20% of the respective consolidated amounts, and investments in such companies are less than 20% of consolidated total assets.
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of Anheuser-Busch Companies, Inc.
Our audits of the consolidated financial statements referred to in our report dated February 7, 1994 appearing on page 41 of the 1993 Annual Report to Shareholders of Anheuser-Busch Companies, Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedules listed in Item 14(a) of this Form 10-K. In our opinion, these Financial Statement Schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
PRICE WATERHOUSE
St. Louis, Missouri February 7, 1994
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses constituting part of the Registration Statements on Forms S-3 (No. 33-31735 and No. 33-49051) and in the Registration Statements on Forms S-8 (No. 2-71762, No. 2-77829, No. 33-4664, No. 33-36132, No. 33-39714, No. 33-39715, and No. 33-46846) of Anheuser-Busch Companies, Inc. of our report dated February 7, 1994 appearing on page 41 of the Annual Report to Shareholders which is incorporated in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page 15 of this Form 10-K.
PRICE WATERHOUSE
St. Louis, Missouri March 23, 1994