UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 Materials Pursuant to Section 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)
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Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Title of each class of securities to which the transaction applies: |
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Aggregate number of securities to which transaction applies: |
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3)
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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): |
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Proposed maximum aggregate value of transaction: |
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5)
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Total fee paid: |
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Fee paid previously with preliminary materials |
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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. |
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Amount Previously Paid: |
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2)
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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On September 4, 2008, the following item was posted on the employee intranet of Anheuser-Busch
Companies, Inc.
September 04, 2008
Earlier today, InBev published a notice that InBevs Extraordinary General Meeting (EGM) for
shareholders will be held on September 29th at its global headquarters in Leuven. This meeting will
provide InBev shareholders with the opportunity to vote on the pending combination with
Anheuser-Busch as well as other related matters. These other matters include the companys name
change from InBev to Anheuser-Busch InBev and the eventual appointment of Anheuser-Buschs current
CEO August A. Busch IV to the Board of Directors changes that if approved would take effect
after the close of the transaction.
In a message from InBev CEO Carlos Brito to InBev employees, he reports that InBev has been
encouraged by the support from its shareholders to date, and he looks forward to presenting them
with the opportunity to formally approve this combination, which would create the global leader in
the beer industry and one of the worlds top five consumer products companies. InBev said that the
transaction has the full support of InBevs Board of Directors, and its controlling shareholder,
Stichting InBev, which represents approximately 52% of shares outstanding, has agreed to vote in
favor of the transaction and the related matters. The approval of the acquisition of all shares in
Anheuser-Busch requires the vote of 75% of the shares represented at the meeting in person or by
proxy.
Shareholder approval would be a significant step towards bringing these two companies together, but
it would not be the final step. The acquisition is also subject to Anheuser-Buschs shareholder
approval and regulatory approval in certain markets. A date for Anheuser-Buschs shareholder
meeting has not been set, but is expected to occur nearer to the closing date for the transaction.
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
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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 15, 2008.
INVESTORS OF ANHEUSER-BUSCH ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC,
INCLUDING ANHEUSER-BUSCHS 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.