UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o |
|
Preliminary Proxy Statement |
o |
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
o |
|
Definitive Proxy Statement |
o |
|
Definitive Additional Materials |
þ |
|
Soliciting Material Pursuant to §240.14a-12 |
Anheuser-Busch Companies, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ |
|
No fee required. |
o |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
(1) |
|
Title of each class of securities to which transaction applies: |
|
|
|
|
|
|
|
|
|
|
|
(2) |
|
Aggregate number of securities to which transaction applies: |
|
|
|
|
|
|
|
|
|
|
|
(3) |
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined): |
|
|
|
|
|
|
|
|
|
|
|
(4) |
|
Proposed maximum aggregate value of transaction: |
|
|
|
|
|
|
|
|
|
|
|
(5) |
|
Total fee paid: |
|
|
|
|
|
|
|
|
|
o |
|
Fee paid previously with preliminary materials. |
|
o |
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
|
(1) |
|
Amount Previously Paid: |
|
|
|
|
|
|
|
|
|
|
|
(2) |
|
Form, Schedule or Registration Statement No.: |
|
|
|
|
|
|
|
|
|
|
|
(3) |
|
Filing Party: |
|
|
|
|
|
|
|
|
|
|
|
(4) |
|
Date Filed: |
|
|
|
|
|
|
|
|
|
On the afternoon of June 27, 2008, Gary Rutledge, Vice President-Legal and Government Affairs, of
Anheuser-Busch Companies, Inc., issued the following statement to the media:
The Anheuser-Busch board of directors unanimously determined that InBevs unsolicited,
non-binding proposal is financially inadequate and not in the best interests of our shareholders.
We are focused on educating lawmakers on the reasons supporting the boards decision,
including the merits of Anheuser-Buschs strategic plan to generate growth and why this plan is the
most effective way to increase value for the companys shareholders.
Anheuser-Busch has for many years maintained a significant presence in Washington, D.C., and
in state capitols throughout the country, and we are well-prepared to effectively represent the
interests of the company and its shareholders on this issue. We are very gratified by the
outpouring of support we have received to date.
*******************************************************************************************
Anheuser-Busch Companies, Inc. (the Company) and its directors and certain executive
officers may be deemed to be participants in the solicitation of consent revocations from
stockholders in connection with a consent solicitation by InBev nv/sa to remove and replace the
Board of Directors of the Company (the Consent Solicitation). The Company plans to file a
consent revocation statement with the Securities and Exchange Commission (the SEC) in connection
with the solicitation of written consents in connection with the Consent Solicitation (the Consent
Revocation Statement). Information regarding the names of the Companys directors and executive
officers and their respective interests in the Company by security holdings or otherwise is set
forth in the Companys proxy statement relating to the 2008 annual meeting of stockholders, which
may be obtained free of charge at the SECs website at http://www.sec.gov and the Companys website
at http://www.anheuser-busch.com. Additional information regarding the interests of such potential
participants will be included in the Consent Revocation Statement and other relevant documents to
be filed with the SEC in connection with the Consent Solicitation.
Promptly after filing its definitive Consent Revocation Statement with the SEC, the Company
will mail the definitive Consent Revocation Statement and a form of WHITE consent revocation card
to each stockholder entitled to deliver a written consent in connection with the Consent
Solicitation. WE URGE INVESTORS TO READ THE CONSENT REVOCATION STATEMENT (INCLUDING ANY
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able
to obtain, free of charge, copies of the Consent Revocation Statement and any other documents filed
by the Company with the SEC in connection with the Consent Solicitation at the SECs website at
http://www.sec.gov, at the Companys website at http://www.anheuser-busch.com or by contacting
Morrow & Co., Inc. at (800) 662-5200.