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[ LOGO ] ANHEUSER-BUSCH COMPANIES
March 12, 2002
Dear Shareholder:
On behalf of the Board of Directors, it is my pleasure to invite you to
attend the Annual Meeting of Shareholders of Anheuser-Busch Companies, Inc.
on Wednesday, April 24, 2002, in St. Charles, Missouri. Information about the
meeting is presented on the following pages.
In addition to the formal items of business to be brought before the
meeting, members of management will report on the company's operations and
respond to shareholder questions.
Your vote is very important. We encourage you to read this proxy
statement and vote your shares as soon as possible. A return envelope for
your proxy card is enclosed for convenience. Shareholders of record also
have the option of voting by using a toll-free telephone number or via the
Internet. Instructions for using these services are included on the
proxy card.
Thank you for your continued support of Anheuser-Busch. We look forward
to seeing you on April 24.
Sincerely,
/s/ August A. Busch III
AUGUST A. BUSCH III
Chairman of the Board and President
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TABLE OF CONTENTS
Notice of Annual Meeting 1
Questions and Answers About the Annual Meeting and Voting 2
ITEM 1: ELECTION OF DIRECTORS 7
Stock Ownership 10
Additional Information Concerning the Board of Directors 11
ITEM 2: APPROVAL OF INDEPENDENT ACCOUNTANTS 12
ITEM 3: SHAREHOLDER PROPOSAL 12
Information Concerning Shareholder Proposals for 2003 14
Report of the Audit Committee 14
Report of the Executive Salaries and Stock Option Plans
Committee 15
Compensation Committee Interlocks and Insider
Participation 18
Summary Compensation Table 18
Comparison of Five Year Cumulative Total Return 19
Option Grants Table 20
Option Exercises and Year-End Option Values Table 21
Pension Plans Table 21
Change In Control Arrangements 22
Other Relationships Involving Directors, Officers, or Their
Associates 22
Section 16(a) Beneficial Ownership Reporting Compliance 23
Other Matters 23
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 24, 2002
The Annual Meeting of the Shareholders of Anheuser-Busch Companies, Inc.
(the "Company") will be held at the Family Arena, 2002 Arena Parkway,
St. Charles, Missouri, on Wednesday, April 24, 2002, at 10:00 A.M. local
time, for the following purposes:
1. To elect five directors for a term of three years;
2. To approve the employment of PricewaterhouseCoopers LLP, as
independent accountants, to audit the books and accounts of the
Company for 2002; and
3. To act upon such other matters, including a shareholder proposal
(pages 12-14), as may properly come before the meeting.
The Board of Directors has fixed the close of business on February 28,
2002, as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting. A list of such shareholders will be
available during regular business hours at the Company's office, One Busch
Place, St. Louis, Missouri for the ten days before the meeting, for
inspection by any shareholder for any purpose germane to the meeting.
By Order of the Board of Directors,
/s/ JoBeth G. Brown
JoBeth G. Brown
Vice President and Secretary
Anheuser-Busch Companies, Inc.
March 12, 2002
IMPORTANT
PLEASE NOTE THAT A TICKET IS REQUIRED FOR ADMISSION TO THE MEETING.
IF YOU ARE A SHAREHOLDER OF RECORD AND PLAN TO ATTEND THE MEETING IN PERSON,
PLEASE BRING THE ADMISSION TICKET YOU RECEIVED IN YOUR PROXY MAILING WITH YOU
TO THE MEETING. IF, HOWEVER, YOUR SHARES ARE HELD IN THE NAME OF A BROKER OR
OTHER NOMINEE, PLEASE BRING WITH YOU A PROXY OR LETTER FROM THAT FIRM
CONFIRMING YOUR OWNERSHIP OF SHARES.
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ANHEUSER-BUSCH COMPANIES, INC.
PROXY STATEMENT
FOR 2002 ANNUAL MEETING OF SHAREHOLDERS
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
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Q: WHY DID I RECEIVE THIS PROXY STATEMENT?
A: Because you are a shareholder of Anheuser-Busch Companies, Inc. (the
"Company") as of the record date and are entitled to vote at the 2002
Annual Meeting of Shareholders (the "Annual Meeting" or the "Meeting"),
the Board of Directors is soliciting your proxy to vote at the Meeting.
This Proxy Statement summarizes the information you need to know to vote
at the Annual Meeting. This Proxy Statement and form of proxy were first
mailed to shareholders on or about March 12, 2002.
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Q: WHAT AM I VOTING ON?
A: You are voting on three items:
1. Election of five Group II directors for a term of three years:
John E. Jacob
Charles F. Knight
Joyce M. Roche
Henry Hugh Shelton
Patrick T. Stokes
2. Approval of the appointment of PricewaterhouseCoopers LLP as
independent accountants for 2002.
3. Shareholder proposal concerning genetically modified ingredients.
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Q: WHAT ARE THE VOTING RECOMMENDATIONS OF THE BOARD OF DIRECTORS?
A: The Board recommends the following votes:
1. FOR each of the directors.
2. FOR approval of the appointment of PricewaterhouseCoopers LLP as
independent accountants for 2002.
3. AGAINST the shareholder proposal concerning genetically modified
ingredients.
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Q: WILL ANY OTHER MATTERS BE VOTED ON?
A: We do not know of any other matters that will be brought before the
shareholders for a vote at the Annual Meeting. If any other matter
is properly brought before the Meeting, your signed proxy card gives
authority to August A. Busch III, John E. Jacob, and JoBeth G. Brown,
as the Proxy Committee, to vote on such matters in their discretion.
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Q: WHO IS ENTITLED TO VOTE?
A: Shareholders of record as of the close of business on February 28, 2002
(the Record Date) are entitled to vote at the Annual Meeting. Each share
of common stock is entitled to one vote.
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Q: WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD
AND AS A BENEFICIAL OWNER?
A: Many shareholders hold their shares through a stockbroker, bank, or
other nominee rather than directly in their own name. As summarized below,
there are some distinctions between shares held of record and those owned
beneficially.
SHAREHOLDER OF RECORD
If your shares are registered directly in your name with the Company's
transfer agent, Mellon Investor Services, you are considered, with
respect to those shares, the shareholder of record, and these proxy
materials are being sent directly to you by the Company.
BENEFICIAL OWNER
If your shares are held in a stock brokerage account or by a bank or
other nominee, you are considered the beneficial owner of shares held in
street name, and these proxy materials are being forwarded to you by your
broker or nominee which is considered, with respect to those shares, the
shareholder of record. As the beneficial owner, you have the right to
direct your broker how to vote and are also invited to attend the
Meeting. However, since you are not the shareholder of record, you may
not vote these shares in person at the Meeting unless you bring with you
a legal proxy from the shareholder of record. Your broker or nominee has
enclosed a voting instruction card for you to use in directing the broker
or nominee how to vote your shares.
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Q: HOW DO I VOTE?
A: If you are a shareholder of record, there are four ways to vote:
* by Internet at http://www.eproxy.com/bud;
* by toll-free telephone at 1-800-435-6710;
* by completing and mailing your proxy card; and
* by written ballot at the Meeting.
If you vote by Internet or telephone, your vote must be received before
4:00 P.M. Eastern Standard Time on April 23rd, the day before the
Meeting. Your shares will be voted as you indicate. If you return your
proxy card but you do not indicate your voting preferences, the Proxy
Committee will vote your shares FOR items 1 and 2 and AGAINST item 3.
If your shares are held in a brokerage account in your broker's name
(this is called street name), you should follow the voting directions
provided by your broker or nominee. You may complete and mail a voting
instruction card to your broker or nominee or, in most cases, submit
voting instructions by telephone or the Internet. If you provide
specific voting instructions by mail, telephone, or the Internet, your
shares should be voted by your broker or nominee as you have directed.
We will pass out written ballots to anyone who wants to vote at the
Meeting. If you hold your shares in street name, you must request a legal
proxy from your stockbroker to vote at the Meeting.
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Q: IS MY VOTE CONFIDENTIAL?
A: Yes. It is the policy of the Company that all proxies, ballots, and
vote tabulations that identify the vote of a shareholder will be kept
confidential from the Company, its directors, officers, and employees
until after the final vote is tabulated and announced, except in limited
circumstances including any contested solicitation of proxies, when
required to meet a legal requirement, to defend a claim against the
Company or to assert a claim by the Company, and when written comments
by a shareholder appear on a proxy card or other voting material.
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Q: WHO WILL COUNT THE VOTE?
A: Representatives of Mellon Investor Services, the Company's transfer
agent, will count the vote and serve as the inspectors of election.
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Q: WHAT IS THE QUORUM REQUIREMENT OF THE MEETING?
A: A majority of the outstanding shares determined on February 28, 2002,
represented in person or by proxy at the Meeting constitutes a quorum for
voting on items at the Annual Meeting. If you vote, your shares will be
part of the quorum. Abstentions and broker non-votes will be counted in
determining the quorum, but neither will be counted as votes cast. On
February 28, 2002, there were 879,286,608 shares outstanding.
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Q: WHAT ARE BROKER NON-VOTES?
A: Broker non-votes occur when nominees, such as banks and brokers holding
shares on behalf of beneficial owners, do not receive voting instructions
from the beneficial holders at least ten days before the Meeting. If that
happens, the nominees may vote those shares only on matters deemed
"routine" by the New York Stock Exchange. On non-routine matters
nominees cannot vote without instructions from the beneficial owner,
resulting in a so-called "broker non-vote." Broker non-votes have no
effect on the outcome of any of the matters specified in the Notice of
Annual Meeting.
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Q: WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
A: In the election of directors, the five persons receiving the highest
number of "FOR" votes will be elected. All other proposals require the
approving vote of at least a majority of the votes cast.
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Q: WHAT DOES IT MEAN IF I GET MORE THAN ONE PROXY CARD?
A: It means your shares are in more than one account. You should vote the
shares on all of your proxy cards.
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Q: HOW CAN I CONSOLIDATE MULTIPLE ACCOUNTS REGISTERED IN VARIATIONS OF THE
SAME NAME?
A: If you have multiple accounts, we encourage you to consolidate your
accounts by having all your shares registered in exactly the same name
and address. You may do this by contacting our transfer agent, Mellon
Investor Services, at 1-888-213-0964.
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Q: I OWN MY SHARES INDIRECTLY THROUGH MY BROKER, BANK, OR OTHER NOMINEE,
AND I RECEIVE MULTIPLE COPIES OF THE ANNUAL REPORT, PROXY STATEMENT, AND
OTHER MAILINGS BECAUSE MORE THAN ONE PERSON IN MY HOUSEHOLD IS A
BENEFICIAL OWNER. HOW CAN I CHANGE THE NUMBER OF COPIES OF THESE MAILINGS
THAT ARE SENT TO MY HOUSEHOLD?
A: If you and other members of your household are beneficial owners, you may
eliminate this duplication of mailings by contacting your broker, bank,
or other nominee. Duplicate mailings in most cases are wasteful for us
and inconvenient for you, and we encourage you to eliminate them whenever
you can. If you have eliminated duplicate mailings but for any reason
would like to resume them, you must contact your nominee.
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Q: I OWN MY SHARES DIRECTLY AS A REGISTERED OWNER OF ANHEUSER-BUSCH STOCK,
AND SO DO OTHER MEMBERS OF MY FAMILY LIVING IN MY HOUSEHOLD. HOW CAN I
CHANGE THE NUMBER OF COPIES OF THE ANNUAL REPORT AND PROXY STATEMENT
BEING DELIVERED TO MY HOUSEHOLD?
A: Family members living in the same household generally receive only one
copy of the annual report, proxy statement, and most other mailings per
household. The only item which is separately mailed for each registered
shareholder or account is a proxy card, as discussed above. If you wish
to start receiving separate copies in your name, apart from others in
your household, you must contact our transfer agent, Mellon Investor
Services, by phone (toll-free) at 1-888-213-0964 or by mail at PO Box
3315 South Hackensack, NJ 07606, attention: Shareholder Correspondence.
Within 30 days after your request is received we will start sending you
separate mailings. If for any reason you and members of your household
are receiving multiple copies and you want to eliminate the duplications,
please contact Mellon Investor Services and request that action; that
request has to be made by each person in the household.
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Q: MULTIPLE SHAREOWNERS LIVE IN MY HOUSEHOLD, AND TOGETHER WE RECEIVED ONLY
ONE COPY OF THIS YEAR'S ANNUAL REPORT AND PROXY STATEMENT. HOW CAN I
OBTAIN MY OWN SEPARATE COPY OF THOSE DOCUMENTS FOR THE MEETING IN APRIL?
A: You may pick up copies in person at the meeting in April or download them
from our website, www.anheuser-busch.com (click on "Financial Info").
If you want copies mailed to you and are a beneficial owner, you must
request them from your broker, bank, or other nominee. If you want copies
mailed and are a shareholder of record, we will mail them promptly if you
request them from our transfer agent, Mellon Investor Services, by phone
(toll-free) at 1-888-213-0964 or by mail at PO Box 3315 South Hackensack,
NJ 07606, attention: Shareholder Correspondence. We cannot guarantee you
will receive mailed copies before the meeting.
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Q: CAN I CHANGE MY VOTE?
A: Yes. If you are a shareholder of record, you can change your vote or
revoke your proxy any time before the Annual Meeting by:
* entering a new vote by Internet or telephone;
* returning a later-dated proxy card;
* sending written notice of revocation to the Vice President and
Secretary; or
* completing a written ballot at the Meeting.
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Q: HOW WILL MY DIVIDEND REINVESTMENT SHARES BE VOTED?
A: Shares of common stock held by participants in the Company's dividend
reinvestment plan have been added to the participants' other holdings on
their proxy cards.
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Q: WHO CAN ATTEND THE ANNUAL MEETING?
A: All Anheuser-Busch shareholders as of the close of business on
February 28, 2002, may attend.
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Q: WHAT DO I NEED TO DO TO ATTEND THE ANNUAL MEETING?
A: If you are a shareholder of record or a participant in the Anheuser-Busch
Deferred Income Stock Purchase and Savings Plan, your admission card is
attached to your proxy card or voting instruction form. You will need to
bring the admission card with you to the Meeting.
If you own shares in street name, you will need to ask your broker or
bank for an admission card in the form of a legal proxy. You will need to
bring the legal proxy with you to the Meeting. If you do not receive the
legal proxy in time, bring your most recent brokerage statement with you
to the Meeting. We can use that to verify your ownership of our Common
Stock and admit you to the Meeting; however, you will not be able to vote
your shares at the Meeting without a legal proxy.
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Q: WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?
A: We plan to announce preliminary voting results at the Meeting and publish
final results in our quarterly report on SEC Form 10-Q for the first
quarter of 2002.
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INFORMATION CONCERNING THE ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)
The Board of Directors of the Company is divided into three Groups, with
the term of office of each Group ending in successive years. The term of
directors of Group II expires with this Annual Meeting. The terms of
directors of Group III and Group I expire with the Annual Meetings in 2003
and 2004, respectively.
Mr. James B. Orthwein, whose term will expire with this Annual Meeting,
is not standing for reelection. His valued advice and counsel will continue
to be available to the Company as he serves as an advisory member of the
Board following his retirement.
The following information is submitted respecting the nominees for
election and the other directors of the Company:
NOMINEES FOR ELECTION AT THIS MEETING TO A TERM EXPIRING IN 2005 (GROUP II DIRECTORS):
JACOB [PHOTO] JOHN E. JACOB
Mr. Jacob, 67, has been a director since 1990. He has
been Executive Vice President and Chief Communications
Officer of the Company since 1994. He is also a director of
Coca-Cola Enterprises, Inc. and Morgan Stanley Dean Witter
& Co.
KNIGHT [PHOTO] CHARLES F. KNIGHT
Mr. Knight, 66, has been a director since 1987. He has
been Chairman of the Board of Emerson Electric Co., a
manufacturer of electrical and electronic equipment since
1974. He also served as Chief Executive Officer of Emerson
Electric from 1973-October 2000 and as President from 1995-1997.
He is also a director of BP Amoco p.l.c., International Business
Machines Corporation, Morgan Stanley Dean Witter & Co., and
SBC Communications Inc.
ROCHE [PHOTO] JOYCE M. ROCHE
Ms. Roche, 54, has been a director since 1998. She
has been President and Chief Executive Officer of Girls
Incorporated, a national nonprofit research, education, and
advocacy organization, since September 2000. She was an
independent management consultant from 1999 to August 2000
and President and Chief Operating Officer of Carson, Inc.,
a personal care products company, from 1996-1998. She is
also a director of SBC Communications Inc. and Tupperware
Corporation.
SHELTON [PHOTO] HENRY HUGH SHELTON
General Shelton, 60, has been a director since November
2001. He has been President, International Operations of
M.I.C. Industries, an international manufacturing company,
since January 2002. He served as Chairman of the Joint
Chiefs of Staff from October 1997 to September 2001. Prior
to that, he served in the U.S. Army for 34 years as a
specialist in airborne strategies and special operation
tactics, including service as Commander in Chief of the
U.S. Special Operations Command from 1996-1997.
STOKES [PHOTO] PATRICK T. STOKES
Mr. Stokes, 59, has been a director since 2000. He has been
Senior Executive Vice President of the Company since July
2000. He is also Chief Executive Officer and President of
Anheuser-Busch, Incorporated and Chairman of the Board of
Anheuser-Busch International, Inc. and has served in such
capacities since July 2000 and 1999, respectively. He
served as Vice President and Group Executive of the Company
from 1984-July 2000. He is also a director of U.S. Bancorp.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THESE FIVE NOMINEES.
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DIRECTORS WHOSE TERM CONTINUES UNTIL 2003 (GROUP III DIRECTORS):
EDISON [PHOTO] BERNARD A. EDISON
Mr. Edison, 73, has been a director since 1985. He was
President of Edison Brothers Stores, Inc., a group of
retail specialty stores, from 1968 until his retirement
in 1987.
LOUCKS [PHOTO] VERNON R. LOUCKS, JR.
Mr. Loucks, 67, has been a director since 1988. He has been
Chairman of the Board of The Aethena Group, LLC, a private
merchant-banking boutique in the health care industry,
since 2000. He was Chairman of the Board of Baxter
International Inc., a manufacturer of health care products,
specialty chemicals, and instruments from 1987-1999 and was
Chief Executive Officer of Baxter International from
1987-1998. He is also a director of Affymetrix, Inc.,
Edwards Lifesciences Corp., Emerson Electric Co., and
GeneSoft, Inc.
MARTINEZ [PHOTO] VILMA S. MARTINEZ
Ms. Martinez, 58, has been a director since 1983. She has
been a partner in the law firm of Munger, Tolles & Olson
since 1982. She is also a director of Burlington Northern
Santa Fe Corporation, Fluor Corporation, and Shell Oil
Company.
PAYNE [PHOTO] WILLIAM PORTER PAYNE
Mr. Payne, 54, has been a director since 1997. He has been
a partner of Gleacher & Co., an investment banking and
asset management firm, since 2000. He was Vice Chairman of
Premiere Technologies, Inc., an enhanced communications
provider, from 1998-2000. He was Vice Chairman of
NationsBank Corporation from 1997-1998. He was President
and Chief Executive Officer of the Atlanta Committee for
the Olympic Games from 1991 to 1997. Mr. Payne is also a
director of Cousins Properties, Inc., Crown Craft, Inc.,
and Jefferson-Pilot Corporation.
WHITACRE [PHOTO] EDWARD E. WHITACRE, JR.
Mr. Whitacre, 60, has been a director since 1988. He has
been Chairman of the Board and Chief Executive Officer of
SBC Communications Inc., a diversified telecommunications
company since 1990. He is also a director of Burlington
Northern Santa Fe Corporation, Emerson Electric Co., and
The May Department Stores Company.
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DIRECTORS WHOSE TERM CONTINUES UNTIL 2004 (GROUP I DIRECTORS):
BUSCH [PHOTO] AUGUST A. BUSCH III
Mr. Busch, 64, has been a director since 1963. He is
Chairman of the Board and President of the Company. He has
been President since 1974, Chief Executive Officer since
1975, and Chairman since 1977. He is also a director of
Emerson Electric Co. and SBC Communications Inc.
FERNANDEZ [PHOTO] CARLOS FERNANDEZ G.
Mr. Fernandez, 35, has been a director since 1996.
He is Vice Chairman of the Board of Directors and Chief
Executive Officer of Grupo Modelo, S.A. de C.V., a Mexican
company engaged in brewing and related operations, which
positions he has held since 1994 and 1997, respectively.
During the last five years he has also served and
continues to serve in key positions of the major
production subsidiaries of Grupo Modelo, including
Executive Vice President since 1994 and Chief Operating
Officer since 1992. He is also a director of Emerson
Electric Co., Grupo Elektra, S.A., and Grupo Televisa, S.A.
JONES [PHOTO] JAMES R. JONES
Ambassador Jones, 62, has been a director since 1998.
He has been Co-Chairman and CEO of Manatt Jones Global
Strategies, LLC, a global marketing firm, since 2001.
He was Senior Counsel to the law firm of Manatt, Phelps &
Phillips from 1998-2001. He was President - Warnaco
International, an apparel company, from 1997-1998. He was
the U.S. Ambassador to Mexico from 1993-1997. He is also a
director of Kansas City Industries, Inc., Keyspan Energy,
and TV Azteca S.A. de C.V.
TAYLOR [PHOTO] ANDREW C. TAYLOR
Mr. Taylor, 54, has been a director since 1995. He is
Chairman and Chief Executive Officer of Enterprise
Rent-A-Car Company ("Enterprise"), a national car rental
company. He has been Chairman since November 2001 and Chief
Executive Officer since 1991. He served as President of
Enterprise from 1991 to October 2001. He is also a director
of Commerce Bancshares, Inc.
WARNER [PHOTO] DOUGLAS A. WARNER III
Mr. Warner, 55, has been a director since 1992. He was
Chairman of the Board and Co-Chairman of the Executive
Committee of J.P. Morgan Chase & Co., an international
commercial and investment banking firm, from December 2000
until he retired in November 2001. From 1995 until 2000, he
was Chairman of the Board, President and Chief Executive
Officer of J.P. Morgan & Co. Incorporated. He is also a
director of General Electric Company.
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STOCK OWNERSHIP
The Company knows of no single person or group that is the beneficial
owner of more than 5% of the Company's common stock.
The following table shows the number of shares of the Company's common
stock and the share units and share equivalents with a value tied to the
common stock that are beneficially owned by the directors and nominees, by
each of the executives named in the summary compensation table, and by all
directors and executive officers as a group as of January 31, 2002. The
number of shares shown for each individual represents less than 1% of the
common stock outstanding. The number of shares shown for all directors
and executive officers as a group represents 2.2% of the common stock
outstanding. Individuals have sole voting and investment power over the
stock unless otherwise indicated in the footnotes.
NUMBER OF
SHARES OF SHARE UNITS
COMMON STOCK AND SHARE
NAME BENEFICIALLY OWNED EQUIVALENTS(1)
---- ------------------ --------------
W. Randolph Baker 1,300,911(2) 3,789
August A. Busch III 7,774,869(3) 18,229
August A. Busch IV 739,436(4) 3,160
Bernard A. Edison 0(5) 50,156
Carlos Fernandez G. 12,099(6) --
John E. Jacob 694,621(7) 15,619
James R. Jones 5,861(8)(9) --
Charles F. Knight 36,002(8) 69,744
Vernon R. Loucks, Jr. 8,002(8) 4,117
Vilma S. Martinez 4,551(8) 18,492
William Porter Payne 6,401(8) 2,667
Joyce M. Roche 5,258(8) 1,451
Henry Hugh Shelton 1,170 63
Patrick T. Stokes 2,711,073(10) 10,242
Andrew C. Taylor 39,660(8) 1,620
Douglas A. Warner III 8,002(8) 2,520
Edward E. Whitacre, Jr. 8,002(8) 15,019
All directors and executive officers as a group
(26 persons) 19,745,719(11)
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(1) Includes share unit balances in the Company's deferred compensation
plan for non-employee directors and share equivalent balances held by
executives in the Company's 401(k) Restoration Plan. Although ultimately
paid in cash, the value of share units and share equivalents mirrors
the value of the Company's common stock. The share units and share
equivalents do not have voting rights.
(2) The number of shares includes 1,026,162 shares that are subject to
currently exercisable stock options, of which 105,160 are held in a
family partnership.
(3) The number of shares includes 2,866,176 shares that are subject to
currently exercisable stock options, of which 730,160 are held in
trusts for the benefit of children of Mr. Busch. Of the shares shown,
Mr. Busch has shared voting and shared investment power as to 1,059,836
shares and 2,048,064 shares are held in trusts of which Mr. Busch is
income beneficiary and as to which he has certain rights, but as to
which he has no voting or investment power. 51,263 shares beneficially
owned by members of Mr. Busch's immediate family are not included.
(4) The number of shares includes 701,748 shares that are subject to
currently exercisable stock options. Of those, 365,080 were granted to
Mr. Busch's father and presently are held in trusts for the benefit of
Mr. Busch or his sister, of which Mr. Busch is a co-trustee.
(5) Following the acquisition in 1989 by Edison Brothers Stores, Inc. of an
indirect interest in a retail liquor license, Mr. Edison sold all shares
of Company common stock owned by him to avoid any possible conflicts
with state alcoholic beverage control laws. Because he is unable to
own the Company's common stock, he receives stock appreciation rights
("SARs") payable in cash in lieu of director stock options. He has 4,002
currently exercisable SARs.
(6) The number of shares includes 2,668 shares that are subject to currently
exercisable stock options.
(7) The number of shares includes 592,060 shares that are subject to
currently exercisable stock options, of which 120,000 are held in a
trust for the benefit of the child of Mr. Jacob.
(8) The number of shares includes 4,002 shares that are subject to currently
exercisable stock options.
(9) Mr. Jones has shared voting and shared investment power with respect to
1,019 of these shares.
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(10) The number of shares includes 1,892,588 shares that are subject to
currently exercisable stock options, of which 690,024 are held in a
family partnership, and 382,664 shares that are held in a family
partnership for which Mr. Stokes has shared voting and shared
investment power.
(11) The number of shares stated includes 10,185,571 shares that are subject
to currently exercisable stock options or stock options that become
exercisable within 60 days and 2,048,064 of the shares that are referred
to in Note 3. The directors and executive officers as a group have sole
voting and sole investment power as to 5,405,892 shares and shared
voting and shared investment power as to 2,106,191 shares. 74,590 shares
held by immediate family members or family trusts are not included and
beneficial ownership of such shares is disclaimed.
ADDITIONAL INFORMATION CONCERNING THE BOARD
OF DIRECTORS OF THE COMPANY
During 2001 the Board of Directors held 9 meetings. No current director
who served during 2001 attended fewer than 75% of the aggregate of the total
number of meetings of the Board of Directors and of committees of the Board
of which he or she was a member. In addition to regularly scheduled meetings,
a number of directors were involved in numerous informal meetings with
management, offering valuable advice and suggestions on a broad range of
corporate matters.
Each director who is not an employee of the Company is paid an annual
retainer of $45,000, which each director may elect to receive in stock, cash,
or a combination of stock and cash. Each non-employee director also receives
a fee of $1,400 for each Board of Directors meeting attended or dispensed
with and a fee of $1,200 for attendance at a meeting of a committee of the
Board and for any other meeting of directors at which less than a quorum of
the Board is present. Annual fees of $10,000 each are paid to the Chairmen
of the Audit, Conflict of Interest, Executive Salaries, Finance, and Pension
Committees. The Chairmen of the Nominating and Shareholder Meetings
Committees are each paid an annual fee of $3,000. The Company pays the travel
and accommodation expenses of directors and (when requested by the Company)
their spouses to attend meetings and other corporate functions, along with
any taxes related to such payments. The Company also provides each non-
employee director group term life insurance coverage of $50,000.
Non-employee directors receive an annual grant of options to purchase
5,000 shares of the Company's common stock. Directors who are unable to own
the Company's common stock due to possible conflicts with state alcoholic
beverage control laws receive 5,000 stock appreciation rights ("SARs")
payable in cash in lieu of stock options. The exercise price of these options
and SARs is equal to the fair market value of the Company's common stock on
the date of grant. The options and SARs become exercisable over three years
and expire ten years after grant.
Under a deferred compensation plan, non-employee directors may elect to
defer payment of part or all of their directors' fees. At the election of the
director, deferred amounts are credited to a fixed income account or a share
equivalent account. The amounts deferred under the plan are paid in cash
commencing on the date specified by the director. At the director's election,
such payments may be made either in a lump sum or over a period not to exceed
ten years.
Information concerning certain standing committees of the Board of
Directors is set out below:
NOMINATING COMMITTEE
The functions of the Nominating Committee are to recommend to the Board
of Directors a slate of nominees for directors to be presented on behalf of
the Board for election by shareholders at each Annual Meeting of the Company
and to recommend to the Board persons to fill vacancies on the Board of
Directors. The Committee will consider nominees recommended by shareholders
upon submission in writing to the Secretary of the Company the names of such
nominees, together with their qualifications for service as a director of
the Company. During 2001 the committee held two meetings. The members of
the Nominating Committee, all of whom are non-employee directors, are
Mr. Whitacre (Chair), Mr. Knight, Mr. Loucks, and Mr. Orthwein.
EXECUTIVE SALARIES COMMITTEE
The function of the Executive Salaries Committee is to consider and
make recommendations to the Board of Directors as to salaries and other
compensation to be paid to the executive officers of the Company and to
other officers and upper-management employees of the Company and its
subsidiaries. During 2001 the
11
14
Committee held two meetings. The Committee's report on 2001 executive
compensation is on pages 15-18. The members of the Executive Salaries
Committee, all of whom are non-employee directors, are Mr. Edison (Chair),
Mr. Loucks, Ms. Martinez, and Mr. Payne.
AUDIT COMMITTEE
The functions and membership of the Audit Committee are described under
"Report of the Audit Committee" on pages 14-15. All of the members of the
Audit Committee are independent as defined by the New York Stock Exchange's
listing standards.
------------------------
APPROVAL OF INDEPENDENT ACCOUNTANTS
(ITEM 2 ON PROXY CARD)
Action will be taken with respect to the approval of independent
accountants for the Company for the year 2002. The Board of Directors has,
subject to such approval, selected PricewaterhouseCoopers LLP.
A representative of PricewaterhouseCoopers LLP is expected to be present
at the meeting. Such representative will have an opportunity to make a
statement, if he or she so desires, and will be available to respond to
appropriate questions by shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 2, WHICH APPROVES THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS FOR
2002.
------------------------
SHAREHOLDER PROPOSAL CONCERNING GENETICALLY MODIFIED INGREDIENTS
(ITEM 3 ON PROXY CARD)
The Camilla Madden Charitable Trust, 1257 East Siena Heights Drive,
Adrian, MI 49221, beneficial owner of 25,950 shares of common stock of the
Company, and Virginia Lee Clinch, c/o Harrington Investments, Inc., 1001
Second Street, Suite 325, Napa, CA 94559, beneficial owner of 13,960 shares
of common stock of the Company, have submitted the following proposal:
"RESOLVED: Shareholders request that (unless long-term safety testing
demonstrates that genetically engineered (GE) crops, organisms, or
products thereof are not harmful to humans, animals, and the environment)
the Board of Directors adopt a policy to identify and label (where
feasible) all food products manufactured or sold by the company under
the company's brand names or private labels that may contain GE
ingredients."
The shareholders' statement in support of the proposal is as follows:
"International markets for genetically engineered (GE) foods are
threatened by extensive resistance:
* Many of Europe's larger food retailers have committed to removing
GE ingredients from their store-brand products, as have some U.S.
retailers;
* In the UK, three fast-food giants--McDonald's, Burger King, and KFC--
are eliminating GE soy and corn ingredients from their menus;
* McCain Foods of Canada announced it would no longer accept genetically
engineered Bt potatoes for their brand-name products (11/99);
* Gerber Products Co. announced in July 1999 that it would not allow GE
corn or soybeans in any of their baby foods;
* Frito Lay, a division of Pepsico, asked farmers that supply corn
for Frito Lay chips to provide only nongenetically engineered corn
(1/2000);
* Since fall of 2000, hundreds of millions have been spent by food
companies in recalling food containing GE corn not approved for human
consumption;
12
15
* Once in effect, the Biosafety Protocol, approved by representatives of
more than 130 countries (1/2000), will require that genetically
engineered organisms (GEOs) intended for food, feed and processing
must be labeled "may contain" GEOs, and countries can decide whether
to import those commodities based on a scientific risk assessment.
"There is scientific concern that genetically engineered agricultural
products may be harmful to humans, animals, or the environment:
* Some GE crops have been engineered to have higher levels of toxins,
such as Bacillus thuringiensis (Bt), to make them insect-resistant;
* Research has shown that Bt crops are building up Bt toxins in the
soil, thereby disturbing soil ecology and impacting beneficial
organisms and insects (12/1999, 5/2000);
* The National Academy of Sciences report, Genetically Modified
Pest-Protected Plants, recommends development of improved methods
for identifying potential allergens in genetically engineered pest-
protected plants. The report found the potential for gaps in
regulatory coverage (4/2000).
* Uncertainty about the ecological risks of genetically engineered crops
persists. (Science 12/15/2000);
"In the U.S., a long tradition of citizens' 'right to know' is expressed
in laws requiring nutritional labeling of foods:
* Focus groups conducted by the Food and Drug Administration in spring
2000 indicated strong public support for mandatory labeling.
* Over a dozen polls in the U.S. show that about 70-94% of people
surveyed want GE food to be labeled as such.
* GE crops may incorporate genes from animal species. Individuals
wishing to avoid them for religious or ethical reasons cannot unless
they are labeled;
* The European Union and Japan require labeling of GE foods, and
labeling has been proposed by governmental authorities in New Zealand,
South Korea and Australia."
------------------------
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE ABOVE PROPOSAL.
An almost identical proposal was put before the shareholders last year,
and was overwhelmingly defeated by more than 96 percent of the shares voted.
Budweiser and Bud Light -- the major brands of Anheuser-Busch -- are
brewed around the world using ingredients that are not derived from
biotechnology.
Some of the Company's other beers, sold primarily in North America, are
brewed using corn purchased from the U.S. corn commodity market, which does
not generally separate biotech from non-biotech corn. The DNA and protein are
the only components of biotech corn that are genetically modified, and during
the brewing process the corn DNA and protein (whether biotech or traditional)
are substantially removed or destroyed.
The United States Department of Agriculture, the Food and Drug
Administration ("FDA") and the Environmental Protection Agency have each
determined that approved biotech crops, such as corn, are as safe for
consumption as traditional crops because they are substantially the same.
The Company's products and labeling comply with all requirements established
by the food and beverage-safety authorities.
The FDA has determined that no special labeling is required for foods
that are substantially equivalent to their traditional counterparts.
Additionally, the Company believes voluntary labeling of our products would
be inaccurate and not scientifically sound for two reasons. First, since the
United States corn supply is generally not segregated between biotech and
non-biotech corn, it would be difficult, if not impossible, for the Company
to know whether or to what degree the corn it uses has been enhanced through
biotechnology. Second, any corn
13
16
DNA and protein that may have been genetically modified are substantially
removed or destroyed by the brewing process. Forcing us to label our products
as possibly having a "biotech ingredient" would be inaccurate.
Over our history of 150 years, our Company has been known for its
commitment to providing the highest quality beers. As part of this
dedication, the Company has strict standards for ingredients. The Company
always has and always will sell only products that meet our high quality and
safety standards.
FOR THESE REASONS, THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST
ITEM 3.
------------------------
SHAREHOLDER PROPOSALS FOR 2003
For inclusion in the Company's Proxy Statement and form of proxy, any
shareholder proposals intended to be presented at the 2003 Annual Meeting
must be received by the Company at its principal executive offices no later
than November 12, 2002.
Shareholders of record who do not submit proposals for inclusion in
the Proxy Statement but who intend to submit a proposal at the 2003 Annual
Meeting, and shareholders of record who intend to submit nominations for
directors at the meeting, must provide written notice. Such notice should be
addressed to the Vice President and Secretary and received at the Company's
principal executive offices not earlier than December 25, 2002 and not later
than January 24, 2003. The written notice must satisfy certain requirements
specified in the Company's By-Laws. A copy of the By-Laws will be sent to any
shareholder upon written request to the Vice President and Secretary.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee's responsibilities are set forth in the Audit
Committee Charter. The Audit Committee assists the full Board of Directors in
fulfilling its oversight responsibilities. Management of the Company prepares
financial statements and establishes the system of internal control.
In fulfilling its oversight responsibilities, the Audit Committee
reviewed the audited financial statements with management, including
a discussion of the acceptability as well as the appropriateness, of
significant accounting principles. The Audit Committee also reviewed with
management the reasonableness of significant estimates and judgments made in
preparing the financial statements as well as the clarity of the disclosures
in the financial statements.
The Audit Committee reviewed with the independent accountants,
PricewaterhouseCoopers, their judgments as to the acceptability as well as
the appropriateness of the Company's application of accounting principles.
PricewaterhouseCoopers has the responsibility for expressing an opinion on
the conformity of the Company's annual financial statements with U.S.
Generally accepted accounting principles. The Audit Committee also discussed
with PricewaterhouseCoopers such other matters as are required to be
discussed under U.S. generally accepted auditing standards.
In addition, the Audit Committee discussed with PricewaterhouseCoopers
its independence from management and the Company including the impact of
non-audit-related services provided to the Company and the matters included
in the written disclosures required by the Independence Standards Board.
The Audit Committee discussed with the General Auditor and
PricewaterhouseCoopers the overall scope and plans for their respective
audits. The Audit Committee meets with the General Auditor and
PricewaterhouseCoopers, with and without management present, to discuss the
results of their audits, their opinions of the Company's system of internal
controls and the overall quality of the Company's financial reporting.
The Audit Committee held five meetings in 2001.
In reliance on the reviews and discussions noted above, the Audit
Committee recommended to the full Board of Directors that the audited
financial statements be included in the Annual Report on Form 10-K for the
year ended December 31, 2001 for filing with the U.S. Securities and Exchange
Commission. The Audit
14
17
Committee and the full Board of Directors have also recommended, subject to
shareholder approval, the selection of PricewaterhouseCoopers as the
Company's independent accountants for 2002.
Audit Committee
Bernard A. Edison (Chair)
Vernon R. Loucks, Jr.
Vilma S. Martinez
Andrew C. Taylor
Douglas A. Warner III
FEES PAID TO PRICEWATERHOUSECOOPERS
The following fees were paid to PricewaterhouseCoopers, the Company's
independent auditors, for services rendered in 2001 ($ in Millions):
Audit Fee $2.4
Tax Planning and Compliance Fees 3.3
Financial Information Systems Design and Implementation Fees 0
All Other Fees 3.6
----
Total PricewaterhouseCoopers Fees $9.3
====
Audit Fees represent the aggregate fees billed for professional services
rendered for the audit of the Company's annual financial statements for 2001,
and reviews of Company financial statements included in SEC Forms 10-Q during
the year.
Tax Planning and Compliance represent domestic and international income
tax planning assistance, expatriate and executive tax work and tax work
related to foreign entity statutory audits.
Financial Information Systems Design and Implementation Fees represent
amounts paid for work on general ledger and related systems used in creating
the Company's financial statements. Anheuser-Busch makes all project-related
management and operating decisions on these projects.
All Other Fees include amounts paid for non-financial systems design,
financial due diligence assistance, international compliance reporting,
internal control review, and audits of benefit plans.
When considering matters that could bear on the independence of
PricewaterhouseCoopers, the Committee takes into account both the nature
of any potential work performed and the related fees. In the judgment of
the Committee, performance by PricewaterhouseCoopers of recurring,
non-audit-related work in reasonable amounts does not pose a risk to its
independent status. Recurring, non-audit-related fees include financial due
diligence assistance, foreign tax compliance, foreign statutory audits,
benefit plan audits, conflict of interest reviews and financial and
operational control reviews.
The Committee therefore aggregates all audit-related and recurring,
non-audit-related costs when evaluating the potential impact of
PricewaterhouseCoopers fees for discretionary projects on auditor
independence. For its evaluation purposes, the Committee categorized
2001 fees paid to PricewaterhouseCoopers as follows ($ in Millions):
Audit and Recurring Non-Audit Fees $7.5
Non-Financial Systems Design Fees 1.8
----
Total PricewaterhouseCoopers Fees $9.3
====
EXECUTIVE COMPENSATION
REPORT OF THE EXECUTIVE SALARIES
AND THE STOCK OPTION PLANS COMMITTEES
The Executive Salaries Committee has the responsibility of recommending
to the Board of Directors appropriate salaries and other compensation for
executive officers and administering the Officer Bonus Plan.
15
18
The Stock Option Plans Committee administers the Company's stock option
program. Both committees (hereafter referred to as the "Committee") have
identical membership consisting entirely of outside directors.
COMPENSATION PHILOSOPHY
The Committee adheres to several guiding principles in carrying out its
responsibilities:
* Total compensation should reward individual and corporate performance
and provide incentive for enhancement of shareholder value.
* Anheuser-Busch provides a base salary that will maintain its
competitive market position. The Company offers an annual bonus
opportunity that aligns corporate growth objectives and performance
with individual achievements. Anheuser-Busch utilizes stock options to
foster a long-term perspective aligned with that of the shareholders.
* Compensation plans should be simple and easily understood. Executives
must clearly understand variable compensation opportunities and how to
earn variable rewards.
* The Anheuser-Busch program should reflect competitive levels of fixed
and variable compensation. An external compensation consultant
annually reports to the Committee on the competitive mix of base,
bonus, and long-term incentives for a comparator group of national and
local companies.
2001 COMPENSATION
The Committee considers several factors when determining compensation for
executive officers, including August A. Busch III:
* OVERALL COMPANY PERFORMANCE. In addition to their current knowledge of
Company operations through participation at regular Board meetings,
the Committee specifically looked at annual and long term sales,
earnings, and cash flow per share growth; market share gains; return
to shareholders (see chart on page 19); progress toward long-term
objectives; individual divisional results as appropriate; and various
qualitative factors relating to Company performance. There is no set
weighting of these variables as applied to individual executive
positions.
* INDIVIDUAL PERFORMANCE. The Committee considers, in addition to
business results, the executive's achievement of various other
managerial objectives and personal development goals.
* COMPETITIVE COMPENSATION. The Committee is provided a report from a
compensation consulting firm which details Anheuser-Busch compensation
practices relative to a comparable group of 21 companies. This group
is comprised of large national consumer goods companies as well as
several large St. Louis-based corporations. The companies in the
sample are chosen in consultation with the consulting firm as being
representative of the types of companies with which Anheuser-Busch
competes for executive talent. The report reviews base salary, annual
bonus, and long-term incentive awards for the CEO and other officer
positions with responsibilities that are comparable across the group.
The consulting firm believes, and the Committee concurs, that this
sample of benchmarks not only provides guidance for specific
positions, but also is indicative of overall Company pay practices
when viewed in the aggregate.
* TARGETED COMPENSATION. Total compensation for executive officers
including Mr. Busch III is targeted at a market level which
approximates the median of the sample group of comparable companies
for base salary and bonus and the 75th percentile for long-term
incentives after adjusting for the different magnitude of sales for
each company, using a method called regression analysis. Actual
compensation may vary from the targeted compensation based on the
Committee's subjective evaluation of the Company's financial
performance and the individual's performance. The total compensation
of Mr. Busch III for 2001 was at the market level for total
compensation compared to his peers from the comparison group.
16
19
SALARY:
The Company does not have an employment agreement with Mr. Busch III or
any of its other executive officers. In setting base salaries the Committee
generally considers the overall financial performance of the Company during
the prior year, particularly beer sales volume and market share performance,
operating and net income margin trends, earnings and cash flow per share
growth, returns on capital and equity, and total returns to shareholders.
Actual salary determination is subjective in that there are no specific
weightings for the variables considered. Mr. Busch III's 2001 base salary of
$1,176,000 was at the market level of salaries for CEOs in the comparable
group of companies.
Salaries for other executive officers were targeted at the market level
where appropriate benchmarks were available. Actual 2001 salaries were within
(plus/minus)20% of the targeted salary and were determined by a subjective
evaluation of responsibilities, individual performance, and to a lesser
degree, length of service.
BONUS:
2001 bonuses for Mr. Busch III, 15 other executive officers and 39 other
officers were paid under the Officer Bonus Plan (the "Plan"), which was most
recently reapproved by shareholders at the 2000 Annual Meeting. The Plan
authorizes the Committee to establish programs that allow payment of cash
bonuses to participants based on pre-established minimum performance goals
for designated performance periods. Pursuant to the Plan, in February 2001
the Committee adopted the 2001 Officer Bonus Program ("2001 Program"), which
established a minimum performance goal and a formula for determining a
maximum bonus pool, both of which were based on pretax earnings of the
Company for 2001 after adjustments for certain non-recurring items. The
Committee also determined a bonus formula for allocating the pool among the
participants in which amounts for participants were expressed as a percentage
of the total pool.
In February 2002 the Committee certified that the 2001 performance goal
was met and approved individual bonuses. The Company achieved record sales
and earnings in 2001. In view of this, the Committee, through the exercise of
discretion and after taking into consideration individual performance and
targeted compensation levels, approved bonus payments that were generally at
the market levels, but less than the maximum available in the bonus pool. Due
to regulations of the Internal Revenue Service and provisions of the Plan and
2001 Program, any adjustments to the bonuses for the participating executives
named in the summary compensation table on page 18 could only be reductions
from the amounts determined by formula. Bonuses for other participants were
determined after subjectively taking into consideration individual
performance toward corporate or divisional objectives. Mr. Busch III's 2001
bonus was $3,300,000.
LONG-TERM INCENTIVES:
Stock options are the Company's only long-term incentive. Stock option
awards are made to approximately 2,700 middle and upper level managers,
including Mr. Busch III and the other executive officers. The size of awards
is subjectively determined by the Committee based on position,
responsibilities, and individual performance, subject to plan limits. In
2001, the Committee granted Mr. Busch III options for 1,083,400 shares under
the 1998 Incentive Stock Plan.
POLICY ON DEDUCTIBILITY OF COMPENSATION EXPENSES
The Company is not allowed a deduction for certain compensation paid to
certain executive officers in excess of $1 million, except to the extent such
excess constitutes performance-based compensation. The Committee considers
its primary goal is to design compensation strategies that further the best
interests of the Company and its shareholders. To the extent they are not
inconsistent with that goal, the Committee will attempt where practical to
use compensation policies and programs that preserve the deductibility of
compensation expenses.
17
20
Stock options granted under the 1998 Incentive Stock Plan and bonuses
paid to selected executive officers pursuant to the Officer Bonus Plan are
designed to qualify as performance-based compensation.
Executive Salaries and Stock Option Plans Committees
Bernard A. Edison (Chair)
Vernon R. Loucks, Jr.
Vilma S. Martinez
William Porter Payne
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
All members of the Executive Salaries and Stock Option Plans Committees
are independent, non-employee directors.
Mr. Busch III serves on the Human Resources Committee of SBC
Communications Inc. Mr. Whitacre, an executive officer of SBC Communications
Inc., is a Director of the Company.
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION
------------------------------------------------ ------------ ALL
AWARDS OF OTHER
OTHER ANNUAL STOCK COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) OPTIONS (#) ($)(2)
--------------------------- ---- ---------- --------- ---------------- ----------- ------------
A. A. Busch III 2001 1,176,000 3,300,000 127,811 1,083,400 136,466
Chairman of the Board 2000 1,152,600 3,000,000 37,944 900,000 121,163
and President 1999 1,130,000 2,250,000 23,379 850,000 94,962
P. T. Stokes 2001 1,058,000 2,200,000 43,662 1,354,200 103,438
Senior Executive 2000 900,000 2,000,000 19,506 750,000 80,264
Vice President 1999 730,000 1,250,000 12,210 500,000 56,251
J. E. Jacob 2001 605,000 645,000 25,867 270,900 63,326
Executive Vice 2000 550,000 500,000 17,740 250,000 52,661
President and Chief 1999 500,000 400,000 17,123 200,000 39,601
Communications Officer
A. A. Busch IV 2001 510,000 565,000 32,981 216,700 40,107
Vice President 2000 440,000 515,000 10,675 150,000 28,308
and Group Executive 1999 335,000 510,000 11,376 100,000 17,379
W. R. Baker 2001 500,000 550,000 7,977 270,900 51,482
Vice President and 2000 475,000 500,000 8,705 250,000 42,234
Chief Financial Officer 1999 415,000 400,000 3,976 200,000 29,936
-------
(1) Salary and bonus amounts include any amounts deferred under the
Executive Deferred Compensation Plan.
(2) The 2001 amounts disclosed in this column include:
(a) Company matching contributions and certain other allocations under
certain defined contribution and deferred compensation plans of
$95,342 for Mr. Busch III, $83,582 for Mr. Stokes, $48,544 for
Mr. Jacob, $40,007 for Mr. Busch IV and $40,552 for Mr. Baker.
(b) Payments for insurance coverage of $33,350 for Mr. Busch III,
$19,856 for Mr. Stokes, $14,782 for Mr. Jacob, $100 for Mr. Busch
IV and $10,930 for Mr. Baker.
(c) Payment of director fees from subsidiary or affiliated companies
of $7,774 for Mr. Busch III.
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21
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
ANHEUSER-BUSCH COMPANIES, INC., S&P 500 INDEX
AND RUSSELL TOP 200 INDEX**
(12/31/96-12/31/01)
[GRAPH]
---------------------------------------------------------------------
1996 1997 1998 1999 2000 2001
---------------------------------------------------------------------
Anheuser-Busch $100.0 $112.6 $171.4 $188.1 $245.5 $247.8
S&P 500 100.0 133.3 171.3 207.4 188.5 166.2
Russell Top 200 Index 100.0 134.5 180.2 219.5 192.9 164.8
---------------------------------------------------------------------
-------
* Assumes $100 invested on December 31 of first year of chart in
Anheuser-Busch Companies, Inc. Common Stock, S&P 500 Index and Russell
Top 200 Index and that all dividends were reinvested.
** Because only one of the other three leading domestic brewers is an
independent publicly traded company, the Company has elected to compare
shareholder returns with the Russell Top 200 Index. This Index is
comprised of the 200 largest publicly held United States companies,
including Anheuser-Busch, based on market capitalization.
*** Compound Annual Growth Rate.
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22
OPTION GRANTS IN 2001
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS(1) FOR OPTION TERM(2)
------------------------------------------------- -----------------------------------------
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED
UNDERLYING TO EXERCISE
OPTIONS EMPLOYEES PRICE EXPIRATION
NAME GRANTED (#) IN 2001(3) ($/SH) DATE 0%(4) 5% 10%
---- ----------- ---------- -------- ---------- ----- -- ---
A. A. Busch III 1,083,400 7.82 42.9450 11/27/11 $0 $ 29,260,337 $ 74,151,439
P. T. Stokes 1,354,200 9.77 42.9450 11/27/11 0 36,574,071 92,685,876
J. E. Jacob 270,900 1.95 42.9450 11/27/11 0 7,316,435 18,541,282
A. A. Busch IV 216,700 1.56 42.9450 11/27/11 0 5,852,608 14,831,657
W. R. Baker 270,900 1.95 42.9450 11/27/11 0 7,316,435 18,541,282
All Shareholders N/A N/A N/A N/A 0 23,804,763,060 60,325,924,620
All Employee
Optionees 13,794,891 100.0 42.9450 11/27/11 0 372,571,037 944,167,863
Employee Optionee
Gain as % of All
Shareholders Gain N/A N/A N/A N/A N/A 1.6% 1.6%
-------
(1) All options granted to the named officers were granted on November 28,
2001. The options become exercisable in three equal parts on the first,
second, and third anniversaries of the grant date; however, the Stock
Option Plans Committee is authorized to accelerate exercisability at
any time, and acceleration occurs automatically in the event of the
optionee's death, disability, or retirement (under certain
circumstances), or if certain events occur which would result in a
change in control of the Company. The one-third of the 2001 grant which
normally would become exercisable on November 28, 2002 was made eligible
for earlier vesting if transferred in gifts to certain family members or
trusts. The tax payment feature allows the use of option stock to pay
the withholding taxes related to an option exercise. The number of
options granted with a tax payment feature in 2001 to the named officers
were: Mr. Busch III, 1,081,072; Mr. Stokes, 1,351,872; Mr. Jacob,
268,572; Mr. Busch IV, 214,372; and Mr. Baker, 268,572.
(2) The dollar amounts under these columns are the result of calculations
at 0% and at the 5% and 10% rates set by the SEC and therefore are not
intended to forecast possible future appreciation, if any, of the
Company's stock price. Potential realizable values for all shareholders
are based on 881.4 million shares outstanding at November 30, 2001 and
a per share price of 42.9450.
(3) Based on 13,794,891 options granted to 2,707 employees during 2001.
(4) No gain to the optionees is possible without an increase in stock price,
which will benefit all shareholders commensurately. A zero percent stock
price appreciation will result in zero dollars for the optionee.
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23
AGGREGATED OPTION EXERCISES IN 2001 AND 2001 YEAR-END OPTION VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
12/31/01 (#) 12/31/01 ($)(1)(2)
------------ ------------------
SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED($)(1) UNEXERCISABLE UNEXERCISABLE
---- ------------ -------------- ------------- -------------
A. A. Busch III 193,328 4,988,230 2,866,176/ 46,849,019/
1,966,732 4,876,210
P. T. Stokes 202,548 6,423,574 1,892,588/ 32,946,544/
2,020,864 4,674,947
J. E. Jacob 124,610 3,023,177 592,060/ 8,279,503/
504,230 1,187,601
A. A. Busch IV 110,000 2,458,547 336,668/ 4,563,347/
350,032 798,551
W. R. Baker 7,256 212,996 1,026,162/ 20,738,727/
504,230 1,187,601
-------
(1) Value before income taxes payable as a result of exercise.
(2) Based on the average of the high and low price of the Company's common
stock on the New York Stock Exchange--Composite Transactions for
12/31/01 ($45.465).
PENSION PLANS TABLE
YEARS OF SERVICE
------------------------------------------------------------------
ELIGIBLE REMUNERATION 5 10 15 20 25 30 OR MORE
--------------------- - -- -- -- -- ----------
$ 500,000 $ 41,667 $ 83,333 $ 125,000 $ 166,667 $ 208,333 $ 250,000
1,000,000 83,333 166,667 250,000 333,333 416,667 500,000
1,500,000 125,000 250,000 375,000 500,000 625,000 750,000
2,000,000 166,667 333,333 500,000 666,667 833,333 1,000,000
2,500,000 208,334 416,667 625,000 833,333 1,041,667 1,250,000
3,000,000 250,000 500,000 750,000 1,000,000 1,250,000 1,500,000
3,500,000 291,667 583,333 875,000 1,166,667 1,458,333 1,750,000
4,000,000 333,333 666,667 1,000,000 1,333,333 1,666,667 2,000,000
4,500,000 375,000 750,000 1,125,000 1,500,000 1,875,000 2,250,000
5,000,000 416,668 833,334 1,250,000 1,666,666 2,083,334 2,500,000
The Pension Plans Table above shows a range of estimated total annual
normal retirement pension benefits from qualified and non-qualified defined
benefit pension plans for employees who have the years of credited service
shown at retirement, and whose eligible remuneration is as shown. The
eligible remuneration used to compute actual pension benefits would be the
highest sum, for the calendar year of retirement or any of the four preceding
calendar years, of the employee's annual base salary as of January 1 of such
year plus the bonus earned during the prior calendar year. An employee's
accrued annual pension will not be reduced after age 55. Voluntary deferrals
of salary or bonus for any year under the Executive Deferred Compensation
Plan are included for the year of deferral in this determination. The
benefits shown assume continued service until retirement at age 65 and
payment in the form of a life annuity with ten years of guaranteed payments.
Amounts shown do not reflect the applicable deduction for Social Security
benefits.
Years of credited service, to the nearest year, and compensation covered
by the pension plans for executive officers named in the Summary Compensation
Table are as follows: Mr. Busch III--44 years and $4,450,000;
21
24
Mr. Stokes--33 years and $3,525,000; Mr. Jacob--8 years and $1,280,000;
Mr. Busch IV--15 years and $1,115,000; and Mr. Baker--31 years and
$1,080,000.
CHANGE IN CONTROL ARRANGEMENTS
An employee who is involuntarily terminated within three years after a
change in control receives an additional five years of age and service in the
calculation of the annual pension benefit under the Company's tax-qualified
pension plan. The minimum increase in benefits under this provision is 15%.
Under the Company's plans which are not tax-qualified, vesting and
payment of the benefits are accelerated upon a change in control. If special
additional tax were imposed on a participant as to such benefits on account
of a change in control, the participant's benefits would be increased to the
extent required to put the participant in the same position after payment of
the special tax as if the special tax had not been imposed.
OTHER RELATIONSHIPS INVOLVING DIRECTORS, OFFICERS, OR THEIR ASSOCIATES
In 1993, pursuant to an investment agreement, the Company purchased
equity securities of Grupo Modelo, S.A. de C.V., Mexico's largest brewer
("Grupo Modelo"), and of Diblo, S.A. de C.V., the operating subsidiary of
Grupo Modelo ("Diblo"). The Company subsequently exercised options obtained
by it under the investment agreement to acquire additional equity securities
of Grupo Modelo and Diblo and now holds a 50.2% direct and indirect interest
in Diblo. The Company does not have voting or other effective control in
either Grupo Modelo or Diblo. Carlos Fernandez G. is Vice Chairman of the
Board of Directors and Chief Executive Officer of Grupo Modelo. Pursuant to
the investment agreement, the Company agreed to use its best efforts to
maintain on its Board of Directors a designee of the controlling shareholders
of Grupo Modelo and Diblo as long as the Company or one of its subsidiaries
owns ten percent or more of the outstanding capital stock of Grupo Modelo.
Mr. Fernandez is that designee.
August A. Busch III is the father of August A. Busch IV, an executive
officer of the Company.
The Company leases approximately 209 acres located in St. Louis County,
Missouri and certain other property, in part from a trust established for the
benefit of certain heirs of the late August A. Busch, Jr. and in part from
Grants Farm Manor, Inc., a corporation owned by Andrew Busch, a son of August
A. Busch, Jr. August A. Busch III and his children have no financial interest
in the leases. The Grant's Farm facility (under lease from the trust) is used
extensively by the Company for advertising and public relations purposes,
for public tours, and for corporate entertaining. Grant's Farm is one of
St. Louis' most popular tourist attractions. The lease arrangements for
Grant's Farm require the Company to pay a fixed annual rent and a percentage
of income generated from on-site concession operations. The lease
arrangements with Grants Farm Manor, Inc. are for the housing and breeding
of the Company's Clydesdale horses. The Company is required to reimburse
maintenance and certain other expenses associated with each of the leased
properties. The Company has certain rights of first refusal and other limited
purchase rights relating to the Grant's Farm land and some of the leased
personal property, and to a private residence situated within the leased
premises and certain personal property associated with the residence. For
the year 2001, the Company paid in the aggregate $2,397,131 under these
lease arrangements.
Anheuser-Busch, Incorporated ("ABI") has agreements with Southern
Eagle Distributing, Inc. ("Southern Eagle"), Tri-Eagle Sales, City Beverage,
L.L.C., and Classic Eagle Distributing, L.L.C. ("Classic Eagle") for the
distribution of malt beverage products in Fort Pierce, Florida, Tallahassee,
Florida, Kent, Washington and Lawrence and Leavenworth, Kansas, respectively.
Peter William Busch, a half brother of Mr. Busch III, is the President and
majority owner of Southern Eagle. Southern Eagle purchased $29,699,863 of
products from ABI during 2001. Tri-Eagle Sales is owned by Tripp and Susan
Busch Transou, the son-in-law and daughter of Mr. Busch III. Tri-Eagle Sales
purchased $23,543,076 of products from ABI during 2001. Steven Knight, the
son of Charles F. Knight, is the majority owner of City Beverage, L.L.C.,
which purchased $16,493,010 of products from ABI during 2001. Classic Eagle,
which is owned by Stephen K. Lambright, Jr., the son of Stephen K. Lambright,
an executive officer of the Company, and another individual purchased
$9,344,628 of products from ABI during 2001. These distribution agreements
are ABI's standard distribution agreements.
22
25
Douglas A. Warner III, a director of the Company, was an executive
officer of J. P. Morgan Chase & Co., Incorporated ("Morgan") during 2001.
Morgan and its subsidiaries provided investment banking and related financial
services to the Company during 2001 and are expected to provide similar
services to the Company during 2002.
Ginnaire Rental, Inc. ("Ginnaire"), a corporation wholly owned by
Mr. Busch III, contracted to occasionally lease aircraft to the Company for
business use. For 2001, the Company paid $437,505 to Ginnaire pursuant to the
lease agreement. The leasing fee is an hourly rate intended to reimburse
Ginnaire for the pro rata share of maintenance costs, engine reserves and
aircraft insurance, plus excise and use taxes attributed to the Company's
actual use of the aircraft, without mark-up.
In the opinion of the Company's Business Practices Committee and the
Board's Conflict of Interest Committee, the terms and conditions of the
foregoing transactions are at least as favorable to the Company and its
subsidiaries as those which would be available from unrelated parties for
comparable transactions.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company's executive officers and directors are required under the
Securities Exchange Act of 1934 to file reports of ownership and changes in
ownership of common stock of the Company with the Securities and Exchange
Commission and the New York Stock Exchange. Copies of those reports must also
be furnished to the Company.
Based solely on a review of the copies of reports furnished to the
Company and written representations that no other reports were required,
the Company believes that during the preceding year all filing requirements
applicable to executive officers and directors have been complied with,
except that one transaction by Mr. Sellinger, an executive officer of the
Company, was reported late.
OTHER MATTERS
The cost of soliciting proxies will be borne by the Company and will
consist primarily of printing, postage, and handling, including the expenses
of brokerage houses, custodians, nominees, and fiduciaries in forwarding
documents to beneficial owners. In addition, to assist in the solicitation of
proxies from brokers, bank nominees, and other institutional holders and from
other shareholders, the Company has engaged D. F. King & Co., Inc. for a fee
not to exceed $11,000 plus out-of-pocket expenses. Solicitation also may be
made by the Company's officers, directors, or employees, personally or
by telephone.
St. Louis, Missouri
March 12, 2002
23
26
------------------------------------------------------------------------------
ANHEUSER-BUSCH COMPANIES, INC.
Please mark
your votes as [X]
indicated in
this example
-----------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2.
-----------------------------------------------------------------------
1 - ELECTION OF DIRECTORS
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to to vote for all nominees listed
the contrary below) below
[ ] [ ]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME ON THE LIST BELOW.)
01 John E. Jacob, 02 Charles F. Knight, 03 Joyce M. Roche,
04 Henry Hugh Shelton, and 05 Patrick T. Stokes
-----------------------------------------------------------------------
FOR AGAINST ABSTAIN
2 - APPROVAL OF [ ] [ ] [ ]
INDEPENDENT
ACCOUNTANTS
-----------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" ITEM 3.
-----------------------------------------------------------------------
FOR AGAINST ABSTAIN
3 - SHAREHOLDER [ ] [ ] [ ]
PROPOSAL CONCERNING
GENETICALLY MODIFIED
INGREDIENTS
-----------------------------------------------------------------------
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
PLEASE MARK, SIGN, DATE, AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
Signature ______________________________________________
Signature ______________________________________________
Dated: _____________________, 2002
SIGNATURE OF SHAREHOLDER(S)
(Sign exactly as your name appears above; in the case of shares held by
joint owners, all joint owners should sign; fiduciaries should indicate
title and authority.)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
------------------------------------
YOU CAN VOTE IN ONE OF THREE WAYS:
------------------------------------
1. Call toll-free 1-800-435-6710 on a touch tone telephone from the US or
Canada 24 hours a day - 7 days a week.
There is NO CHARGE to you for this call.
OR
--
2. Vote by Internet at our Internet Address:
http://www.eproxy.com/bud
OR
--
3. Mark, sign and date your proxy card and return promptly in the
enclosed envelope.
-----------------------------------------------------------------------
IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET, HAVE YOUR PROXY CARD
IN HAND.
You will be asked to enter a Control Number, which is
located in the box in the lower right hand corner of this form.
-----------------------------------------------------------------------
THANK YOU FOR VOTING
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
EACH SHAREHOLDER MAY BE ASKED TO PRESENT VALID PICTURE IDENTIFICATION, SUCH
AS DRIVER'S LICENSE OR EMPLOYEE IDENTIFICATION BADGE, IN ADDITION TO THIS
ADMISSION TICKET.
PLEASE ADMIT: ADMISSION TICKET NON-TRANSFERABLE
========================
CONTROL NUMBER
========================
------------------------------------------------------------------------------
27
------------------------------------------------------------------------------
PROXY
ANHEUSER-BUSCH COMPANIES, INC.
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
The person(s) signing this proxy form hereby appoints August A. Busch
III, John E. Jacob, and JoBeth G. Brown as proxies, each with the power
of substitution and hereby authorizes them to represent and to vote, as
designated on the reverse side of this form, all of the shares of stock
that the undersigned would be entitled to vote at the Annual Meeting of
Shareholders of Anheuser-Busch Companies, Inc. to be held at the Family Arena,
2002 Arena Parkway, St. Charles, Missouri on April 24, 2002, at 10:00 A.M.
local time and at any adjournments thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER INDICATED
BY THE SHAREHOLDER. IN THE ABSENCE OF SUCH INDICATION, SUCH SHARES WILL BE
VOTED FOR THE ELECTION OF DIRECTORS IN ITEM 1, FOR ITEM 2, AND AGAINST ITEM 3.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE DISCRETION OF SAID
PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING AND ANY ADJOURNMENTS THEREOF.
(Be sure to sign and date the reverse side of this form)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE FOLD AND DETACH HERE
ADMISSION TICKET
[ANHEUSER-BUSCH LOGO]
ANNUAL MEETING OF SHAREHOLDERS
April 24, 2002, 10:00 A.M. (local time) at the Family Arena,
2002 Arena Parkway, St. Charles, Missouri
------------------------------------------------------------------------------
28
------------------------------------------------------------------------------
ANHEUSER-BUSCH COMPANIES, INC.
Please mark
your votes as [X]
indicated in
this example
-----------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2.
-----------------------------------------------------------------------
1 - ELECTION OF DIRECTORS
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to to vote for all nominees listed
the contrary below) below
[ ] [ ]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME ON THE LIST BELOW.)
01 John E. Jacob, 02 Charles F. Knight, 03 Joyce M. Roche,
04 Henry Hugh Shelton, and 05 Patrick T. Stokes
-----------------------------------------------------------------------
FOR AGAINST ABSTAIN
2 - APPROVAL OF [ ] [ ] [ ]
INDEPENDENT
ACCOUNTANTS
-----------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" ITEM 3.
-----------------------------------------------------------------------
FOR AGAINST ABSTAIN
3 - SHAREHOLDER [ ] [ ] [ ]
PROPOSAL CONCERNING
GENETICALLY MODIFIED
INGREDIENTS
-----------------------------------------------------------------------
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
PLEASE MARK, SIGN, DATE, AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
Signature _______________________________________________
Dated: _____________________, 2002
SIGNATURE OF PLAN PARTICIPANT
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
[ANHEUSER-BUSCH LOGO]
-----------------------------------------------------------------------
TO PARTICIPANTS IN THE ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE
AND SAVINGS PLANS
Enclosed with this voting instruction form are the notice and proxy
statement for the Annual Meeting of Shareholders of Anheuser-Busch
Companies, Inc. which will be held on April 24, 2002. The number of
shares shown on this voting instruction form represents the number of
shares with respect to which you are entitled to direct the voting
because of your account under one or more of these plans. In order for
these shares to be voted by the trustee of the plan(s) in accordance
with your confidential instructions, Mellon Investor Services LLC must
receive your voting instructions by no later than April 19, 2002. If
your voting instructions are not received by April 19, 2002, shares as
to which you are entitled to direct voting will be voted by the plan
trustee.
Your interest in a plan which is invested in the Company stock
fund is measured in terms of share equivalents. Your share equivalents
closely approximate the number of shares as to which you are entitled
to direct the voting.
IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE MARK THE
APPROPRIATE BOX ON THIS VOTING INSTRUCTION FORM. Present the ticket
below to the Anheuser-Busch representative at the entrance to the
meeting. Keep in mind that you will not be able to vote any plan
shares at the meeting; only the plan trustee can vote these shares as
described above.
-----------------------------------------------------------------------
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
EACH SHAREHOLDER MAY BE ASKED TO PRESENT VALID PICTURE IDENTIFICATION,
SUCH AS DRIVER'S LICENSE OR EMPLOYEE IDENTIFICATION BADGE, IN ADDITION
TO THIS ADMISSION TICKET.
PLEASE ADMIT: ADMISSION TICKET NON-TRANSFERABLE
========================
CONTROL NUMBER
========================
------------------------------------------------------------------------------
29
------------------------------------------------------------------------------
VOTING INSTRUCTION CARD
ANHEUSER-BUSCH COMPANIES, INC.
THESE VOTING INSTRUCTIONS ARE SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby directs the Trustee of the Anheuser-Busch Deferred
Income Stock Purchase and Savings Plans to authorize the proxies (a) to vote
as indicated on the reverse side of this form and (B) TO VOTE, IN THEIR
DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING
HEREAFTER DESCRIBED, in each case with respect to all of the shares of stock
for which the undersigned is entitled to direct the voting under these plans.
Such votes are to be cast at the Annual Meeting of Shareholders of Anheuser-
Busch Companies, Inc. to be held at the Family Arena, 2002 Arena Parkway,
St. Charles, Missouri, on April 24, 2002, at 10:00 A.M. local time and at any
adjournments thereof.
WHEN PROPERLY EXECUTED AND RETURNED, THE SHARES REPRESENTED BY THIS
VOTING INSTRUCTION CARD WILL BE VOTED IN THE MANNER INDICATED BY THE PLAN
PARTICIPANT, AND IN THE ABSENCE OF SUCH INDICATION, SUCH SHARES WILL BE VOTED
BY THE TRUSTEE IN ACCORDANCE WITH INSTRUCTIONS FROM THE PLANS' ADMINISTRATIVE
COMMITTEE.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
------------------------------------
YOU CAN VOTE IN ONE OF THREE WAYS:
------------------------------------
1. Call toll-free 1-800-435-6710 on a touch tone telephone from the US or
Canada 24 hours a day - 7 days a week by not later than April 19, 2002.
There is NO CHARGE to you for this call.
OR
--
2. Vote by Internet at our Internet Address:
http://www.eproxy.com/bud by not later than April 19, 2002.
OR
--
3. Mark, sign and date your voting instruction card and return promptly
in the enclosed envelope.
Mellon Investor Services LLC must receive your executed voting
----
instruction card not later than April 19, 2002.
------------------------------------------------------------------------
IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET, HAVE YOUR PROXY CARD
IN HAND.
You will be asked to enter a Control Number, which is located in the
box in the lower right hand corner on the reverse side of this form.
------------------------------------------------------------------------
THANK YOU FOR VOTING
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
ADMISSION TICKET
[ANHEUSER-BUSCH LOGO]
ANNUAL MEETING OF SHAREHOLDERS
April 24, 2002, 10:00 A.M. (local time) at the Family Arena,
2002 Arena Parkway, St. Charles, Missouri
-----------------------------------------------------------------------------
30
[LOGO] ANHEUSER-BUSCH COMPANIES
April 5, 2002
Dear Shareholder(s):
The time is approaching for the Annual Meeting of the Shareholders of
Anheuser-Busch Companies, Inc. on April 24, 2002, and our vote tabulator has
not received your Proxy.
It is important that your shares be represented at the meeting. PLEASE VOTE
IN ONE OF THE THREE WAYS AS DESCRIBED ON THE ATTACHED DUPLICATE PROXY AS SOON
AS POSSIBLE.
Sincerely,
/s/ JoBeth Brown
JoBeth G. Brown
Vice President and Secretary
31
------------------------------------------------------------------------------
ANHEUSER-BUSCH COMPANIES, INC.
Please mark
your votes as [X]
indicated in
this example
-----------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2.
-----------------------------------------------------------------------
1 - ELECTION OF DIRECTORS
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to to vote for all nominees listed
the contrary below) below
[ ] [ ]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME ON THE LIST BELOW.)
01 John E. Jacob, 02 Charles F. Knight, 03 Joyce M. Roche,
04 Henry Hugh Shelton, and 05 Patrick T. Stokes
-----------------------------------------------------------------------
FOR AGAINST ABSTAIN
2 - APPROVAL OF [ ] [ ] [ ]
INDEPENDENT
ACCOUNTANTS
-----------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" ITEM 3.
-----------------------------------------------------------------------
FOR AGAINST ABSTAIN
3 - SHAREHOLDER [ ] [ ] [ ]
PROPOSAL CONCERNING
GENETICALLY MODIFIED
INGREDIENTS
-----------------------------------------------------------------------
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
PLEASE MARK, SIGN, DATE, AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
Signature ______________________________________________
Signature ______________________________________________
Dated: _____________________, 2002
SIGNATURE OF SHAREHOLDER(S)
(Sign exactly as your name appears above; in the case of shares held by
joint owners, all joint owners should sign; fiduciaries should indicate
title and authority.)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
------------------------------------
YOU CAN VOTE IN ONE OF THREE WAYS:
------------------------------------
1. Call toll-free 1-800-435-6710 on a touch tone telephone from the US or
Canada 24 hours a day - 7 days a week.
There is NO CHARGE to you for this call.
OR
--
2. Vote by Internet at our Internet Address:
http://www.eproxy.com/bud
OR
--
3. Mark, sign and date your proxy card and return promptly in the
enclosed envelope.
-----------------------------------------------------------------------
IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET, HAVE YOUR PROXY CARD
IN HAND.
You will be asked to enter a Control Number, which is
located in the box in the lower right hand corner of this form.
-----------------------------------------------------------------------
THANK YOU FOR VOTING
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
EACH SHAREHOLDER MAY BE ASKED TO PRESENT VALID PICTURE IDENTIFICATION, SUCH
AS DRIVER'S LICENSE OR EMPLOYEE IDENTIFICATION BADGE, IN ADDITION TO THIS
ADMISSION TICKET.
PLEASE ADMIT: ADMISSION TICKET NON-TRANSFERABLE
========================
CONTROL NUMBER
========================
------------------------------------------------------------------------------
32
------------------------------------------------------------------------------
PROXY
ANHEUSER-BUSCH COMPANIES, INC.
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
The person(s) signing this proxy form hereby appoints August A. Busch
III, John E. Jacob, and JoBeth G. Brown as proxies, each with the power
of substitution and hereby authorizes them to represent and to vote, as
designated on the reverse side of this form, all of the shares of stock
that the undersigned would be entitled to vote at the Annual Meeting of
Shareholders of Anheuser-Busch Companies, Inc. to be held at the Family Arena,
2002 Arena Parkway, St. Charles, Missouri on April 24, 2002, at 10:00 A.M.
local time and at any adjournments thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER INDICATED
BY THE SHAREHOLDER. IN THE ABSENCE OF SUCH INDICATION, SUCH SHARES WILL BE
VOTED FOR THE ELECTION OF DIRECTORS IN ITEM 1, FOR ITEM 2, AND AGAINST ITEM 3.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE DISCRETION OF SAID
PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING AND ANY ADJOURNMENTS THEREOF.
(Be sure to sign and date the reverse side of this form)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE FOLD AND DETACH HERE
ADMISSION TICKET
[ANHEUSER-BUSCH LOGO]
ANNUAL MEETING OF SHAREHOLDERS
April 24, 2002, 10:00 A.M. (local time) at the Family Arena,
2002 Arena Parkway, St. Charles, Missouri
------------------------------------------------------------------------------
33
APPENDIX
Page 19 of the printed proxy contains a performance graph. The information
contained in the graph is depicted in the table that immediately follows
the graph.