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 59 of the 1994 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, Bud Ice, 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-alcohol 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. Throughout 1994, the following new brands were introduced: Ice Draft Light, Elk Mountain Ale, Elk Mountain Red, Red Wolf, Elephant Red Malt (brewed in Canada by The Labatt Brewing Company Limited ("Labatt") and licensed by Carlsberg A/S), and Busch NA (a non- alcohol malt beverage). Prior to March of 1995, ABI also produced and distributed beer under the brand name Ice Draft. In March of 1995, ABI began phasing Ice Draft and Ice Draft Light out of the market and replaced them with two new products, Bud Ice and Bud Ice Light, which are referred to in this section. Additionally, in the fourth quarter of 1994, ABI acquired a 25% interest in Seattle based Redhook Ale Brewery, Incorporated and Redhook agreed that its products will be distributed exclusively by the ABI wholesalers in all new U.S. markets entered by Redhook. Through an agreement with Kirin Brewery Company, Ltd., ABI brews Kirin Ice exclusively for export to and distribution in Japan.
Sales of beer by the Company aggregated 88.5 million barrels in 1994 as compared with 87.3 million barrels in 1993 and accounted for approximately 65% of consolidated net sales dollars in 1994. In 1993 and 1992 the percentages were 66% and 67%, respectively.
Budweiser, Bud Light, Bud Dry, Bud Ice, Bud Ice Light, Michelob, Michelob Light, Michelob Dry, Michelob Golden Draft, Michelob Golden Draft Light, Michelob Classic Dark, Busch, Busch Light, Natural Light, Elk Mountain Ale, Elk Mountain Red, Red Wolf, Carlsberg, Elephant Malt Liquor, Elephant Red Malt, and O'Doul's are sold in both draught and packaged form. Natural Pilsner, King Cobra, Carlsberg Light, and Busch NA are sold only in packaged form. Budweiser, Bud Light, Bud Dry, Bud Ice, Bud Ice Light, Michelob, Michelob Light, Michelob Dry, Michelob Classic Dark, Natural Light, Elk Mountain Ale, Elk Mountain Red, Red Wolf, and O'Doul's are distributed and sold on a nationwide basis. Busch and Busch Light are distributed in 47 states, Busch NA in 15 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 12 states. ABI's imported beer, Carlsberg is distributed in 47 states, Carlsberg Light in 31 states, Elephant Malt Liquor in 42 states, and Elephant Red Malt in 18 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 1994 the barrels sold in the lowest quarter (first quarter) differed by more than 19% from the barrels sold in the highest quarter (third quarter).
ABI has developed a system of thirteen breweries, strategically located across the country, to economically serve its distribution system. (See Item 2
Item 2 of Part 1 - Properties). Another wholly-owned subsidiary of the Company, Anheuser-Busch Recycling Corporation ("ABRC"), recycles aluminum cans and non-refillable bottles in Marion, Ohio and Nashua, New Hampshire; ABRC's facilities in Hayward, California, Cocoa, Florida, and Charlotte, North Carolina recycle aluminum beverage cans and its facility in Bridgeport, New Jersey recycles glass containers and aluminum cans from curbside collections from municipal systems in Pennsylvania and New Jersey. In March of 1995, ABRC ceased operation of its refillable bottle sorting facilities in Marion, Ohio and Nashua, New Hampshire.
The Company's wholly-owned subsidiary, Busch Agricultural Resources, Inc. ("BARI"), operates rice drying, milling and research facilities in Arkansas and California, twelve grain elevators in the western and midwestern United States, barley seed processing plants in Moorhead, Minnesota, Fairfield, Montana, Idaho Falls, Idaho, and Powell, Wyoming, a barley research facility in Colorado, and a wild rice processing facility in Minnesota. Through wholly-owned subsidiaries, BARI operates land application farms in Jacksonville, Florida, Robersonville, North Carolina, Fayetteville, Tennessee, and Fort Collins, Colorado, hop farms in northern Idaho and Germany, and an international office in Mar del Plata, Argentina. BARI also owns malt plants in Manitowoc, Wisconsin, Moorhead, Minnesota, and Idaho Falls, Idaho.
The Company's wholly owned subsidiary, Precision Printing and Packaging, Inc., produces metalized and paper labels at its plant in Clarksville, Tennessee and produces plain and printed folding cartons at its plant in Paris, Texas.
Another wholly-owned subsidiary, Anheuser-Busch Investment Capital Corporation, shares equity positions with qualified partners in ABI independent wholesalerships and is currently invested in 20 wholesalerships.
Through other wholly-owned subsidiaries, the Company owns and operates a marketing communications business (Busch Creative Services Corporation) and a transportation service business (Manufacturers Railway Co. and St. Louis Refrigerator Car Co.).
FOOD PRODUCTS
The Company's wholly-owned subsidiary, Campbell Taggart, Inc. ("CTI"), is a holding company whose operating subsidiaries are principally involved in the production and distribution of baked goods, refrigerated and frozen dough products, and edible oil products for sale to retail and food service companies.
CTI's domestic bakery subsidiary operates a total of 40 bread and bun bakeries, five cake, variety bread and bun and snack food plants, and a cookie plant; one subsidiary operates three refrigerated dough plants and two refrigerated salad dressing, snack dips and toppings manufacturing plants; and one subsidiary operates a refrigerated warehouse in Puerto Rico. CTI's domestic bakeries and manufacturing plants are located in 19 states. CTI affiliated European companies operate eight bakeries in Spain, and one refrigerated dough plant in France, and distribute salted snacks under the Eagle Snacks line in Spain.
The principal products of CTI's baking and refrigerated dough operations are baked bread, rolls, snack cake and other sweet goods and crackers, and refrigerated biscuits, rolls, and sweet goods. Baked products are sold principally on a wholesale basis throughout the southeast, midwest, and southwest United States (including parts of California), and in Spain. Refrigerated dough products, most of which are sold under private or controlled label agreements, are distributed throughout the United States and in the European Economic Community ("EEC"). The majority of the domestic bakery products are sold under the brand names Colonial, Rainbo, Ironkids, Break Cake, Grant's Farm, and Earth Grains. These sales are to grocers, restaurants, and institutions, in areas generally within a 400 mile radius of the producing bakery, through a variety of distribution systems. In the U.S., refrigerated dough product distribution is principally by direct sales to large wholesale purchasers or through independent brokers, for delivery by refrigerated tractor-trailer units. In the EEC, refrigerated dough products are sold principally through contract packing arrangements with other food companies. Certain products produced by CTI's bakery subsidiary are also sold on a retail basis through bakery stores operated by the CTI bakeries.
The bakeries compete with other wholesale bakeries, large grocery chains that have vertically integrated and in-store bakeries, small retail bakeries, and with many producers of alternative foods. The names and number of competitors vary from region to region. The refrigerated dough division competes primarily with Pillsbury Co. (owned by Grand Metropolitan (U.K.)), the other major company in that industry, and its refrigerated dough product line competes with other alternative foods. Due to the seasonality of the industry, sales of CTI's food products were at their lowest level in the first quarter of 1994 and at their highest in the fourth quarter. Based upon aggregate sales, the Company believes that CTI baking and refrigerated dough subsidiaries collectively are the second largest producer of bread, bread-type products, and refrigerated dough products in the United States.
The Company's wholly-owned subsidiary, Eagle Snacks, Inc. ("ESI"), produces and distributes (through ABI's beer distribution network, independent wholesalers, and CTI) a line of salted snacks, nut items and cookies under the Eagle Snacks and Cape Cod brand names. In 1994, through an agreement with Pet, Inc., ESI began distribution of Old El Paso brand tortilla chips and dip products. ESI products are distributed nationally and in selected international markets. In 1994, ESI purchased a snack manufacturing facility in Rockford, Illinois, which is scheduled to begin production in the first quarter of 1996. ESI also operates a kettle-cooked chip manufacturing facility in Hyannis, Massachusetts and snack food manufacturing plants in Robersonville, North Carolina, Fayetteville, Tennessee, Visalia, California, and York, Pennsylvania.
The food business is highly competitive. There is intense price, product, and service competition with respect to all of the Company's food products. Sales of the Company's food products accounted for approximately 20% of consolidated net sales dollars in each of the last three years.
FAMILY ENTERTAINMENT
The Company is active in the family entertainment field, primarily through its wholly-owned subsidiary, Busch Entertainment Corporation ("BEC"), which currently owns, directly and through subsidiaries, ten theme parks.
BEC operates Busch Gardens theme parks in Tampa, Florida and Williamsburg, Virginia, and Sea World theme parks in Orlando, Florida, San Antonio, Texas, Aurora, Ohio, and San Diego, California. BEC also operates water park attractions in Tampa, Florida (Adventure Island) and Williamsburg, Virginia (Water Country, U.S.A.), an educational play park for children near Philadelphia, Pennsylvania (Sesame Place), the Baseball City Sports Complex near Orlando, Florida, and Cypress Gardens in Winter Haven, Florida. In February of 1995, a management group led by Cypress Gardens' current general manager, announced its intent to acquire Cypress Gardens from BEC. It is anticipated the sale will be completed in the spring of 1995. Due to the seasonality of the theme park business, in 1994 BEC experienced higher revenues in the second and third quarters and lower revenues in the first and fourth quarters.
Through a Spanish affiliate, the Company also owns a 19.9% equity interest in Port Aventura, S.A., which is a theme park and resort under construction near Barcelona, Spain scheduled to open in the spring of 1995.
The Company is also active in the family entertainment field through its ownership of the St. Louis National Baseball Club, Inc. (St. Louis Cardinals). The Company faces competition in the family entertainment field from other theme and amusement parks, public zoos, public parks, sporting events and other family entertainment events and attractions.
Through its wholly-owned subsidiary, Busch Properties, Inc. ("BPI"), the Company is engaged in the business of real estate development. BPI also owns and operates a resort and conference center in Williamsburg, Virginia (Kingsmill). Through another wholly-owned subsidiary, Civic Center Corporation, the Company owns Busch Stadium and other properties in downtown St. Louis.
SOURCES AND AVAILABILITY OF RAW MATERIALS
The products manufactured by the Company require a large volume of various agricultural products, including barley for malt; hops, malt, rice, and corn grits for beer; peanuts, cashews, vegetable oils, corn, flour, and potatoes for the products of ESI; flours, sugars, and vegetable oils for the bakery products of CTI's subsidiaries; and rice for the rice milling and packaging operations of BARI. The Company fulfills its commodities requirements through purchases from various sources, including purchases from its subsidiaries, through contractual arrangements, and through purchases on the open market. The Company believes that adequate supplies of the aforementioned agricultural products are available at the present time, but cannot predict future availability or prices of such products and materials. The commodity markets have experienced and will continue to experience major price fluctuations. The price and supply of raw materials will be determined by, among other factors, the level of crop production, weather conditions, export demand, and government regulations and legislation affecting agriculture. The Company requires aluminum can sheet for manufacture of cans and lids. Although aluminum can sheet prices are rising, the Company has protected pricing on more than half of its 1995 requirements at levels below the current market price.
ENERGY MATTERS
The Company uses natural gas, fuel oil, and coal as its primary fuel materials. All of ABI's breweries can operate with either natural gas or fuel oil. The St. Louis brewery has the additional capability to use coal. Natural gas is the basic fuel used to fire the ovens in CTI's bakeries, and gasoline and diesel fuel are used in the route trucks and tractor-trailer units in distributing CTI's and ESI's products. Supplies of fuels in quantities sufficient to meet ABI's, CTI's and ESI's total requirements are expected to be available on a year-round basis during 1995. In an effort to prepare against possible future shortages, CTI and its subsidiaries have added standby propane systems to provide an alternate source of oven fuel and have improved fuel storage facilities in areas where it is believed most likely that shortages could occur in the future. The supply of natural gas, fuel oils and coal is normally covered by yearly contracts and no difficulty has been experienced in entering into these contracts. The cost of fuels used by ABI declined in 1994 and is expected to increase slightly in 1995. Based upon information presently available, there can be no assurance that adequate supplies of fuel will always be available to the Company and, should such supplies not be available, the Company's sales and earnings would be adversely affected.
BRAND NAMES AND TRADEMARKS
Some of the Company's major brand names used in its principal business segments are mentioned in the discussion above. The Company regards consumer recognition of and loyalty to all of its brand names and trademarks as extremely important to the long-term success of its principal business segments.
RESEARCH AND DEVELOPMENT
The Company is involved in a number of research activities relating to the development of new products or services or the improvement of existing products or services. The dollar amounts expended by the Company during the past three years on such research activities and the number of employees engaged full time therein during such period, however, are not considered to be material in relation to the total business of the Company.
ENVIRONMENTAL PROTECTION
All of the Company's plants are subject to federal, state, and local environmental protection laws and regulations, and the Company is operating within existing laws and regulations or is taking action aimed at assuring compliance therewith. Various proactive strategies are utilized to help assure this compliance. Compliance with such laws and regulations is not expected to materially affect the Company's capital expenditures, earnings, or competitive position. The Company has devoted considerable effort to research, development and engineering of cost effective innovative systems to minimize emission effects on the environment from its operating facilities. A significant portion of pollution control expenditures in 1994 and projected for 1995 was or will be justified on the basis of cost reduction.
These projects, coupled with an overall Company emphasis on pollution prevention and resource conservation initiatives, are improving efficiencies and creating saleable by-products from residuals and have generally resulted in low cost operating systems while reducing the quantities of materials entering the air, water, and land environments.
ENVIRONMENTAL PACKAGING LAWS AND REGULATIONS
The states of California, Connecticut, Delaware, Florida, Iowa, Maine, Massachusetts, Michigan, New York, Oregon, and Vermont, and a small number of local jurisdictions, have adopted certain restrictive packaging laws and regulations for beverages that generally require deposits or advanced disposal fees on packages or restrict certain packaging options. ABI continues to do business in these states and local jurisdictions. Such laws have not had a significant effect on ABI's sales, but have had a significant adverse impact on beer industry growth and are considered by the Company to be inflationary, costly, and inefficient for recycling packaging materials. Congress and a number of additional states continue to consider similar legislation, the adoption of which by Congress or a substantial number of states or additional local jurisdictions might require the Company to incur significant capital expenditures.
NUMBER OF EMPLOYEES
As of December 31, 1994, the Company had 42,622 employees.
Approximately 12,904 employees are represented by the International Brotherhood of Teamsters and 7,365 are represented by the Bakery, Confectionery and Tobacco Workers International Union. Sixteen other unions represent approximately 2,545 employees. The current labor agreement between ABI and the Brewery and Soft Drink Workers Conference of the International Brotherhood of Teamsters, which represents the majority of brewery workers, expires February 28, 1998.
The Company considers its employee relations to be good.
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 95% of capacity in 1994.
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, Rome, Georgia, and Mira Loma, California; can lid manufacturing plants in Gainesville, Florida, Oklahoma City, Oklahoma, and Riverside, California; 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 40 bread and bun bakeries and 12 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, nine 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 six 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, 1994.
EXECUTIVE OFFICERS OF THE REGISTRANT
AUGUST A. BUSCH III (age 57) 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 60) 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).
PATRICK T. STOKES (age 52) 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 53) 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 subsidiaries, Campbell Taggart, Inc. and Eagle Snacks, Inc. and has served in such capacities 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 53) 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 48) 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 52) is presently Vice President and Group Executive of the Company and has served in such capacity since 1984.
RAYMOND E. GOFF (age 49) is presently Senior Vice President-Asia Pacific and has served in such capacity since April 1994. He is also Senior Vice President-Asia Pacific of the Company's subsidiary, Anheuser-Busch International, Inc., and has served in that capacity since April 1994. During the past five years he also served as Chairman of the Board and Chief Executive Officer of the Company's subsidiary, Busch Agricultural Resources, Inc. (1986-April 1994).
JAIME IGLESIAS (age 64) is presently Chairman of the Board of the Company's subsidiary, Anheuser-Busch Europe, Inc. ("ABEI") and was appointed to this position 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 and President of CTI's subsidiary, Bimbo S.A., 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 54) is presently Vice President-Corporate Engineering of the Company and has served in such capacity since 1981.
WILLIAM L. RAMMES (age 53) 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).
JOHN B. ROBERTS (age 50) 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 (1990-May 1991) and Vice President and General Manager (1987-1990) of Busch Entertainment Corporation.
JOSEPH L. GOLTZMAN (age 53) 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.
DONALD W. KLOTH (age 53) is presently Vice President and Group Executive of the Company and has served in such capacity since April 1994. He is also Chairman of the Board and Chief Executive Officer of the Company's subsidiary, Busch Agricultural Resources, Inc., and has served in such capacity since May 1994. During the past five years he also served as Vice President-Materials Acquisition of the Company (1983-March 1994) and President of Busch Agricultural Resources, Inc. (1983-April 1994).
JOHN E. JACOB (age 60) is presently Executive Vice President and Chief Communications Officer, and a Director of the Company and has served in such capacities since July 1994 and 1990, respectively. He also served as President and Chief Executive Officer of the National Urban League, Inc. (1982-July 1994).
PART II
The information required by Items 5, 6, 7, and 8 of this Part II are hereby incorporated by reference from pages 33 through 67 of the Company's 1994 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 LLP, 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 26, 1995. The information required by this Item with respect to Executive Officers is presented on pages 7 and 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 14 through 20 of the Company's Proxy Statement for the Annual Meeting of Shareholders on April 26, 1995.
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 26, 1995.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is hereby incorporated by reference from pages 20 through 22 of the Company's Proxy Statement for the Annual Meeting of Shareholders on April 26, 1995.
PART IV
3. Exhibits
Exhibit 3.1 - Restated Certificate of Incorporation with amendments.
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. (Incorporated by reference to Exhibit 4.1 to Form 10-K for the fiscal year ended December 31, 1993.)
Exhibit 4.2 - Form of Rights Agreement, dated as of October 26, 1994 between Anheuser-Busch Companies, Inc. and Boatmen's Trust Company. (Incorporated by reference to Exhibit 4 to Form 8-K filed November 7, 1994.)
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[FN] Incorporated by reference from the indicated pages of the 1994 Annual Report to Shareholders.
Exhibit 4.3 - No instruments defining the right of holders of long-term debt are filed since the total amount of securities authorized under any such instrument does not exceed 10% of the assets of the Company on a consolidated basis. The Company agrees to furnish copies of such instruments to the Securities and Exchange Commission upon request.
Exhibit 10.1 - Anheuser-Busch Companies, Inc. Deferred Compensation Plan for Non-Employee Directors (as amended and restated February 22, 1989.)
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. (Incorporated by reference to Exhibit 10.3 to Form 10-K for the fiscal year ended December 31, 1993.)
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. (Incorporated by reference to Exhibit 10.6 to Form 10-K for the fiscal year ended December 31, 1993.)
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.) (Incorporated by reference to Exhibit 10.8 to Form 10-K for the fiscal year ended December 31, 1993.)
Exhibit 10.9 - Anheuser-Busch Companies, Inc. Excess Benefit Plan amended and restated effective as of October 1, 1993.
Exhibit 10.10- Anheuser-Busch Companies, Inc. Supplemental Executive Retirement Plan amended and restated as of October 1, 1993.
Exhibit 10.11- First Amendment to the Anheuser-Busch Companies, Inc. Supplemental Executive Retirement Plan as amended and restated October 1, 1993 effective as of December 14, 1994.
Exhibit 10.12- Anheuser-Busch Executive Deferred Compensation Plan effective January 1, 1994. (Incorporated by reference to Exhibit 10.16 to Form 10-K for the fiscal year ended December 31, 1993.)
Exhibit 10.13- First Amendment to Anheuser-Busch Executive Deferred Compensation Plan effective April 1, 1994.
Exhibit 10.14- Anheuser-Busch 401(k) Restoration Plan effective January 1, 1994 (true and correct as of February 6, 1995).
Exhibit 10.15- Form of Indemnification Agreement with Directors and Executive Officers. (Incorporated by reference to Exhibit 10.18 to Form 10-K for the fiscal year ended December 31, 1993.)
Exhibit 10.16- Anheuser-Busch Officer Bonus Plan effective January 1, 1995. (Incorporated by reference to Exhibit A to the Definitive Proxy Statement for Annual Meeting of Shareholders on April 26, 1995.)
Exhibit 10.17- 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. (Incorporated by reference to Exhibit 10.19 to Form 10-K for the fiscal year ended December 31, 1993.)
Exhibit 10.18- Letter agreement between Anheuser-Busch Companies, Inc. and the Controlling Shareholders regarding Section 5.5 of the Investment Agreement filed as Exhibit 10.17 of this report. (Incorporated by reference to Exhibit 10.20 to Form 10-K for the fiscal year ended December 31, 1993.)
Exhibit 12 - Ratio of Earnings to Fixed Charges.
Exhibit 13 - Pages 33 through 67 of the Anheuser-Busch Companies, Inc. 1994 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.
Exhibit 27 - Financial Data Schedules
- - ----- [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
The following report on Form 8-K was filed during the fourth quarter of 1994:
Form 8-K dated October 26, 1994 filed on November 7, 1994 consisting of the following: Item 5. Other Events (Rights Agreement) and Item 7. Financial Statements and Exhibits (Exhibit 4-Rights Agreement).
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 22, 1995
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 shares 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 SCHEDULE
To the Board of Directors of Anheuser-Busch Companies, Inc.
Our audits of the consolidated financial statements referred to in our report dated February 6, 1995 appearing on page 66 of the 1994 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 Schedule listed in Item 14(a) of this Form 10-K. In our opinion, the Financial Statement Schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
PRICE WATERHOUSE LLP
St. Louis, Missouri February 6, 1995
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus constituting part of the Registration Statement on Form S-3 (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, No. 33-46846, No. 33-53333, and No. 33-53829) of Anheuser-Busch Companies, Inc. of our report dated February 6, 1995 appearing on page 66 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 Schedule, which appears on page 15 of this Form 10-K.
PRICE WATERHOUSE LLP
St. Louis, Missouri March 22, 1995
INDEX TO EXHIBITS
Exhibit No. Exhibit - - ----------- -------
3.1 Restated Certificate of Incorporation with amendments.
10.1 Anheuser-Busch Companies, Inc. Deferred Compensation Plan for Non-Employee Directors (as amended and restated February 22, 1989.)
10.9 Anheuser-Busch Companies, Inc. Excess Benefit Plan amended and restated effective as of October 1, 1993.
10.10 Anheuser-Busch Companies, Inc. Supplemental Executive Retirement Plan amended and restated as of October 1, 1993.
10.11 First Amendment to the Anheuser-Busch Companies, Inc. Supplemental Executive Retirement Plan as amended and restated October 1, 1993 effective as of December 14, 1994.
10.13 First Amendment to Anheuser-Busch Executive Deferred Compensation Plan effective April 1, 1994.
10.14 Anheuser-Busch 401(k) Restoration Plan effective January 1, 1994 (true and correct as of February 6, 1995).
12 Ratio of Earnings to Fixed Charges.
13 Pages 33 through 67 of the Anheuser-Busch Companies, Inc. 1994 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.
21 Subsidiaries of the Company
27 Financial Data Schedules