AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 2008
Registration Statement No. 333-_______
_______________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________________
ANHEUSER-BUSCH COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1162835
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
One Busch Place
St. Louis, Missouri 63118
(Address of principal executive offices)
__________________________
ANHEUSER-BUSCH COMPANIES, INC.
2008 LONG-TERM EQUITY INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
__________________________
JoBeth G. Brown, Esq. Copies to:
Vice President and Secretary Geetha Rao Sant, Esq.
Anheuser-Busch Companies, Inc. The Stolar Partnership LLP
One Busch Place 911 Washington Avenue, 7th Fl
St. Louis, Missouri 63118 St. Louis, Missouri 63101
(Name and address of agent for service)
(314) 577-3314
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer [X] Accelerated Filer [ ]
Non-Accelerated Filer [ ] Smaller reporting company [ ]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
class of to be maximum maximum registration
securities Registered offering aggregate fee
to be registered (1) price offering (3)
per share price
(2) (2)
Common Stock,
$1 Par Value Per
Share 200,000 $48.23 $9,646,000 $379.09
Shares
Less Registration
Fee Carried Forward (3) $(379.09)
Total 200,000 $48.23 $9,646,000 $-0-
Shares
(1) In accordance with Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall be
deemed to cover any additional securities that may from time to time be offered or issued pursuant to the 2008 Plan to
prevent dilution resulting from stock splits, stock dividends, recapitalization or similar transactions. On April 23,
2008, the shareholders of the Registrant approved the Anheuser-Busch Companies, Inc. 2008 Long-Term Equity Incentive Plan
for Non-Employee Directors (the "2008 Plan"), and the Registrant, in connection therewith, suspended its Stock Plan for
Non-Employee Directors (the "1999 Plan") and its 2006 Restricted Stock Plan for Non-Employee Directors (the "2006 Plan")
with respect to issuances of new stock option grants and restricted stock grants thereunder, respectively, effective April
23, 2008. The 200,000 shares being registered hereunder include 24,000 shares under the 1999 Plan and 86,500 shares under
the 2006 Plan, previously available for issuance but not issued or subject to outstanding options or restricted stock
grants, which may now be issued under the 2008 Plan.
(2) Estimated solely for purposes of calculating the registration fee. In accordance with Rule 457(c) and (h)(1) under
the Securities Act of 1933, the proposed offering price of shares was based on the average of the high and low prices
reported on the New York Stock Exchange for April 17, 2008.
(3) In connection with the filing of the Form S-8 Registration Statement (Registration No. 333-124589) filed with the
Commission on May 3, 2005 (the "2005 Registration Statement"), the Registrant paid a total fee of $176,514.24, of which
$76,764.54 was paid with respect to 13,916,528 shares which were subsequently deregistered (the "Deregistered Shares") from
the 2005 Registration Statement by a Post-Effective Amendment No. 1 to Form S-8 Registration Statement filed with the
Commission on May 3, 2007. Pursuant to rule 457(p) under the Securities Act of 1933, of said previous registration fee
paid in connection with registration of the Deregistered Shares under the 2005 Registration Statement (i) $69,724.31 was
offset against the total registration fee that otherwise would have been due with respect to 45,000,000 shares registered
under the Anheuser-Busch Companies, Inc. 2007 Equity and Incentive Plan on the Form S-8 Registration Statement
(Registration No. 333-142571) filed with the Commission on May 3, 2007 and (ii) $476.34 was offset against the total
registration fee that otherwise would have been due with respect to 300,000 shares registered under the Anheuser-Busch
Companies, Inc. Non-Employee Director Elective Stock Acquisition Plan and 2006 Restricted Stock Plan for Non-Employee
Directors on the Form S-8 Registration Statement (Registration No. 333-144485) filed with the Commission on July 11, 2007.
Pursuant to rule 457(p) under the Securities Act of 1933, an additional $379.09 of said $76,764.54 previous registration
fee paid in connection with registration of the Deregistered Shares under the 2005 Registration Statement is being offset
against the total registration fee that otherwise would have been currently due with respect to the 200,000 shares being
registered under this Registration Statement. Therefore, no additional registration fee is required with respect to the
200,000 shares to be registered hereunder.
PART I
The Section 10(a) prospectus relating to the Plan is omitted from this
Registration Statement pursuant to the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference
The following documents are incorporated in this registration statement
by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2007, including information specifically incorporated by
reference into the Form 10-K from the Company's 2007 Annual Report to
Shareholders.
(b) The Registrant's Definitive Proxy Statement for its 2008 annual
meeting of stockholders.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since December 31, 2007.
(d) The description of the Registrant's shares of common stock
contained in the Registrant's registration statements filed under the
Securities Exchange Act of 1934, File No. 1-7823, including any amendment or
report filed for the purpose of updating such descriptions.
All documents subsequently filed by the Registrant or the Plan pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
documents (but this shall not include any document that is merely furnished
to the Securities and Exchange Commission).
Item 4. Description of Securities
The Registrant's common stock is registered under Section 12(b) of the
Securities Exchange Act of 1934, as amended.
Item 5. Interests of Named Experts and Counsel
The financial statements and related financial statement schedules
incorporated in this Registration Statement pursuant to Item 3 have been so
incorporated in reliance of the report of PricewaterhouseCoopers, LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The Stolar Partnership LLP has passed upon the legality of the shares
offered under this registration statement. Attorneys and non-clerical
personnel at The Stolar Partnership LLP who have participated in the
preparation of the opinion have, collectively, a combined direct and
indirect interest in the Registrant.
Item 6. Indemnification of Directors and Officers
The Delaware General Corporation Law permits the indemnification by a
Delaware corporation of its directors, officers, employees and other agents
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement in connection with any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than derivative actions which are by or in the right of
the corporation) if they acted in good faith in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe their conduct was unlawful. A similar standard of care is
applicable in the case of derivative actions, except that indemnification
only extends to expenses (including attorneys' fees) incurred in connection
with defense or settlement of such an action and requires court approval
before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation. The Delaware
General Corporation Law requires a Delaware corporation to indemnify a
present or former director or officer against expenses (including attorneys'
fees) to the extent that such present or former director or officer has been
successful on the merits or otherwise in the defense of any civil, criminal,
administrative, or investigative action, suit, or proceeding, including any
derivative action or suit by or in the right of the corporation.
The Registrant's Restated Certificate of Incorporation provides that each
person who was or is made a party to, or is involved in, any action, suit or
proceeding by reason of the fact that he or she is or was a director or
officer of the Registrant (or the fact that such director or officer is or
was serving at the request of the Registrant as a director, officer,
employee or agent for another entity) while serving in such capacity will be
indemnified and held harmless by the Registrant to the full extent
authorized or permitted by Delaware law. The Restated Certificate also
provides that the Registrant may purchase and maintain insurance, and may
also create a trust fund, grant a security interest and/or use other means
(including establishing letters of
credit, surety bonds and other similar arrangements), and may enter into
contracts providing for indemnification to the fullest extent permitted by
Delaware law, to ensure full payment of indemnifiable amounts.
The Registrant has entered into indemnification agreements with its
directors and its executive officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
All Exhibits are listed in the Exhibit Index at the end of this Part II.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided, however, that:
(A) Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(B) Paragraphs (a)(1)(i), (a)(1)(ii), (a)(1)(iii) of
this section do not apply if the registration statement is on Form S-3 or
Form F-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or
furnished to the commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement, or is contained in a form or
prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.
(C) Provided further, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for
an offering of asset-backed securities on Form S-1 or Form S-3, and the
information required to be included in a post-effective amendment is
provided pursuant to Item 1100(c) of Regulation AB.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Item 8.A. of Form 20-F at the start of any
delayed offering or throughout a continuous offering. Financial statements
and information otherwise required by Section 10(a)(3) of the Act need not
be furnished, provided that the registrant includes in the prospectus, by
means of a post-effective amendment, financial statements required pursuant
to this paragraph (a)(4) and other information necessary to ensure that all
other information in the prospectus is at least as current as the date of
those financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial
statements and information are contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Form F-3.
(5) That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser:
(i) If the registrant is relying on Rule 430B:
(A) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the
registration statement; and
(B) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to
be part of and included in the registration statement as of the earlier of
the date such form of prospectus is first used after effectiveness or the
date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall
be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that
is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such effective date; or
(ii) If the registrant is subject to Rule 430C, each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule
430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the
date it is first used after effectiveness. Provided, however, that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that
is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of
the registration statement or made in any such document immediately prior to
such date of first use.
(6) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The undersigned registrant undertakes that
in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used
to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be filed
pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about the
undersigned registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis, State of Missouri, on
April 23, 2008.
ANHEUSER-BUSCH COMPANIES, INC.
By: /S/ JOBETH G. BROWN
JoBeth G. Brown,
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
AUGUST A. BUSCH IV* President and Chief April 23, 2008
(August A. Busch IV) Executive Officer and
Director
(Principal Executive
Officer)
W. RANDOLPH BAKER* Vice President April 23, 2008
(W. Randolph Baker) and Chief Financial
Officer (Principal
Financial Officer)
JOHN F. KELLY* Vice President and April 23, 2008
(John F. Kelly) Controller (Principal
Accounting Officer)
AUGUST A. BUSCH III* Director April 23, 2008
(August A. Busch III)
CARLOS FERNANDEZ G.* Director April 23, 2008
(Carlos Fernandez G.)
JAMES J. FORESE* Director April 23, 2008
(James J. Forese)
JAMES R. JONES* Director April 23, 2008
(James R. Jones)
VERNON R. LOUCKS, JR.* Director April 23, 2008
(Vernon R. Loucks, Jr.)
VILMA S. MARTINEZ* Director April 23, 2008
(Vilma S. Martinez)
______________________ Director April 23, 2008
(William Porter Payne)
JOYCE M. ROCHE'* Director April 23, 2008
(Joyce M. Roche')
HENRY HUGH SHELTON* Director April 23, 2008
(Henry Hugh Shelton)
PATRICK T. STOKES* Director April 23, 2008
(Patrick T. Stokes)
______________________ Director April 23, 2008
(Andrew C. Taylor)
______________________ Director April 23, 2008
(Douglas A. Warner III)
EDWARD E. WHITACRE, JR.* Director April 23, 2008
(Edward E. Whitacre, Jr.)
* By: /S/ JOBETH G. BROWN
JoBeth G. Brown
Attorney-in-Fact
EXHIBIT INDEX
Exhibit 4.1
Anheuser-Busch Companies, Inc. 2008 Long-Term Equity Incentive Plan for
Non-Employee Directors (incorporated by reference to Appendix B to the
Registrant's Definitive Proxy Statement for Annual Meeting of Stockholders
on April 23, 2008).
Exhibit 5.1
Opinion and consent of The Stolar Partnership LLP, concerning the legality
of the shares of common stock being registered hereunder.
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm.
Exhibit 24.1
Power of Attorney executed by certain directors and officers of the
Registrant.