UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): August 19, 2008
(August 18, 2008)
ANHEUSER-BUSCH COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
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| Delaware
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1-7823
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43-1162835 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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| One Busch Place, St. Louis, Missouri
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63118 |
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(Zip Code) |
Registrant’s telephone number, including area code: (314) 577-2000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Anheuser-Busch Companies, Inc. (“Anheuser-Busch”) and InBev N.V./S.A. (“InBev”) have, on
August 18, 2008, received a request for additional information, commonly referred to as a “second
request”, from the U.S. Department of Justice (“DOJ”) under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (“HSR Act”) with respect to the previously announced merger agreement
between Anheuser-Busch and InBev. The effect of the second request is to extend the waiting period
imposed by the HSR Act.
In addition to the expiration of the waiting period under the HSR Act, completion of the
merger transaction remains subject to approval by Anheuser-Busch’s and InBev’s shareholders and
satisfaction of other agreed upon closing conditions. Anheuser-Busch intends to respond
expeditiously to the second request and to work toward a prompt closing of the transaction.
Anheuser-Busch continues to expect that the transaction will close by the end of the year.
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This document contains forward-looking statements regarding the company’s expectations
concerning its future operations, earnings and prospects. On the date the forward-looking
statements are made, the statements represent the company’s expectations, but the company’s
expectations concerning its future operations, earnings and prospects may change. The company’s
expectations involve risks and uncertainties (both favorable and unfavorable) and are based on many
assumptions that the company believes to be reasonable, but such assumptions may ultimately prove
to be inaccurate or incomplete, in whole or in part. Accordingly, there can be no assurances that
the company’s expectations and the forward-looking statements will be correct. Important factors
that could cause actual results to differ (favorably or unfavorably) from the expectations stated
in this release include, among others, changes in the pricing environment for the company’s
products; changes in U.S. demand for malt beverage products, including changes in U.S. demand for
other alcohol beverages; changes in consumer preference for the company’s malt beverage products;
changes in the distribution for the company’s malt beverage products; changes in the cost of
marketing the company’s malt beverage products; regulatory or legislative changes, including
changes in beer excise taxes at either the federal or state level and changes in income taxes;
changes in the litigation to which the company is a party; changes in raw materials prices; changes
in packaging materials costs; changes in energy costs; changes in the financial condition of the
company’s suppliers; changes in interest rates; changes in foreign currency exchange rates; unusual
weather conditions that could impact beer consumption in the U.S.; changes in attendance and
consumer spending patterns for the company’s theme park operations; changes in demand for aluminum
beverage containers; changes in the company’s international beer business or in the beer business
of the company’s international equity partners; changes in the economies of the countries in which
the company, its international beer business or its international equity partners operate; future
acquisitions or divestitures by the company, including effects on its credit rating; changes
resulting from transactions among the company’s global or domestic competitors; and the effect of
stock market conditions on the company’s share repurchase program. Anheuser-Busch disclaims any
obligation to update or revise any of these forward-looking statements. Additional risk factors
concerning the company can be found in the company’s most recent Form 10-K.
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This communication may be deemed to be solicitation material in respect of the proposed
acquisition of Anheuser-Busch by InBev. In connection with the proposed acquisition,
Anheuser-Busch intends to file relevant materials with the SEC. Anheuser-Busch filed a preliminary
proxy statement on Schedule 14A with the SEC on August 14, 2008.
INVESTORS OF ANHEUSER-BUSCH ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC,
INCLUDING ANHEUSER-BUSCH’S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain the documents free of charge through the
website maintained by the SEC at www.sec.gov, and Anheuser-Busch stockholders will receive
information at an appropriate time on how to obtain transaction-related documents for free from
Anheuser-Busch. Such documents are not currently available.
InBev and certain of its directors and executive officers and other persons, and
Anheuser-Busch and its directors and certain executive officers, may be deemed to be participants
in the solicitation of proxies from the holders of Anheuser-Busch common stock in respect of the
proposed transaction. Information about the directors and executive officers of Anheuser-Busch and
their respective interests in Anheuser-Busch by security holdings or otherwise is set forth in its
proxy statement relating to the 2008 annual meeting of stockholders, which was filed with the SEC
on March 10, 2008. Investors may obtain additional information regarding the interest of the
participants by reading the preliminary proxy statement.