Item 1.02 Termination of a Material Definitive Agreement.
In connection with the closing of the Merger (as defined below),
Anheuser-Busch Companies, Inc. (the "Company") is terminating each of (i) the
$2 billion credit facility under the Credit Agreement dated as of September 30,
2005 among the Company and JP Morgan Chase Bank, N.A., as Administrative Agent
and (ii) the $500 million credit facility under the Credit Agreement dated as of
February 1, 2008 among the Company and JP Morgan Chase Bank, N.A., as
Administrative Agent (collectively, the "Credit Facilities"). No amounts were
outstanding under either of the Credit Facilities at the time of the Merger.
Item 3.03. Material Modification to Rights of Security Holders.
On November 18, 2008, the merger (the "Merger") of Pestalozzi Acquisition
Corp. ("Merger Sub"), a subsidiary of InBev N.V./S.A. ("InBev"), with and into
the Company was consummated in accordance with the Agreement and Plan of Merger,
dated as of July 13, 2008, by and among the Company, InBev and Merger Sub (the
"Merger Agreement"). The Merger Agreement was adopted by the Company's
stockholders at a special meeting of the Company's stockholders held on
November 12, 2008.
Under the terms of the Merger Agreement, each issued and outstanding share of
the Company's common stock (other than shares for which appraisal rights have
been perfected and not withdrawn) was converted into the right to receive $70.00
in cash. Each option to purchase the Company's common stock that was outstanding
and unexercised immediately prior to the effective time of the Merger was
cancelled in exchange for the right to receive the excess of $70.00 over the
exercise price of such option, less applicable taxes required to be withheld.
InBev paid a total of approximately $52 billion to the Company's stockholders in
connection with the Merger. InBev's source of funds included a $45 billion
senior credit facility and a $9.8 billion bridge loan facility.
The foregoing description of the Merger and the Merger Agreement is not
complete and is qualified in its entirety by reference to the Merger Agreement,
which was attached as Exhibit 10.1 to the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission on July 16, 2008, and is
incorporated herein by reference.
In addition, the Company's stockholders of record on November 10, 2008 remain
entitled to payment of the Company's regular quarterly dividend of 37 cents per
share of the Company's common stock, payable December 9, 2008, that was declared
by the Company's board of directors on October 22, 2008.
As a result of the Merger, trading of shares of the Company's common stock on
the New York Stock Exchange ceased prior to the commencement of market trading
hours on November 18, 2008. The Company intends to seek to terminate the
registration of such shares of common stock and its $100,000,000 6 1/2%
Debentures due January 1, 2028 from Section 12(b) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and to suspend its obligation to file
reports under Sections 13(a) and 15(d) of the Exchange Act. In addition, the
Company has also issued a number of series of debt securities pursuant to
registration statements under the Securities Act of 1933, as amended (the "1933
Act"), that have not been registered under the Exchange Act (the "1933 Act-Only
Registered Debt"), and the Company intends to suspend its
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obligation to file reports under 15(d) of the Exchange Act with respect to the
1933 Act-Only Registered Debt.
Item 5.01. Changes in Control of Registrant.
As a result of the Merger, a change of control of the Company occurred and
the Company has become an indirect wholly-owned subsidiary of InBev. The
disclosure under Item 3.03 is incorporated herein by reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Agreements of Certain Officers.
Pursuant to the terms of the Merger Agreement, the directors of Merger Sub
immediately prior to the Effective Time became the directors of the Company
following the Closing. Immediately following the Effective Time, these directors
resigned and David A. Peacock and Gary L. Rutledge were elected to the board of
directors of the Company by InBev.
At the effective time of the Merger, August A. Busch IV resigned as President
and Chief Executive Officer of the Company and W. Randolph Baker resigned as
Chief Financial Officer of the Company. Also at the effective time of the
Merger, the board of directors appointed David A. Peacock as the President and
Chief Executive Officer of the Company to hold office until his successor has
been chosen and elected or until his earlier resignation or removal. David
Almeida has been elected Vice President, Finance of the Company to hold office
until his successor has been chosen and elected or until his earlier resignation
or removal.
David Almeida, age 32, was formerly Vice President of External Growth for
InBev and served in such capacity since November 2006. He previously served as
Vice President, Finance for InBev's Asia Pacific Zone (September 2005 to
November 2006) and Vice President of Exports and Market Development
(September 2004 to September 2005). Prior to the creation of InBev, he held a
number of roles within Companhia de Bebidas das Americas-AmBev, including
Finance Director for Central America (September 2002 to September 2004). David
A. Peacock, age 40, was formerly Vice President-Marketing of the Company's
subsidiary, Anheuser-Busch, Incorporated and served in such capacity since
October 2007. He previously served as Vice President-Business Operations
(December 2006-September 2007), Vice President-Business and Finance Operations
(June 2006-November 2006), Vice President-Administration (July 2004-2006) and
Director of Operations-President's Office (2002-2004) of Anheuser-Busch,
Incorporated. Gary L. Rutledge, age 53, is presently Vice President-Legal and
Government Affairs and has served in that capacity since January 1, 2008. He
previously served as Vice President-Corporate Labor Relations of the Company
(2001-2007).
Immediately following the Merger, the Company terminated the Anheuser-Busch
Companies, Inc. Supplemental Executive Retirement Plan, the Anheuser-Busch
Companies, Inc. Excess Benefit Plan, the Anheuser-Busch Executive Deferred
Compensation Plan, the Anheuser-Busch 401(k) Restoration Plan and the
Anheuser-Busch Companies, Inc. Deferred Compensation Plan for Non-Employee
Directors.
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The Restated Certificate of Incorporation, as amended, of the Company was
amended and restated at the effective time of the Merger. As amended and
restated, the Certificate contains provisions that, among other things,
(i) authorize the issuance of one class of common stock with a par value of
$0.01 per share, (ii) provide that the election of the board of directors need
not be by written ballot and (iii) retain certain provisions relating to the
indemnification of directors, officers, agents and employees of the Company. The
Amended and Restated Certificate of Incorporation of the Company is attached as
Exhibit 3.1 hereto and incorporated herein by reference.
Pursuant to the Merger Agreement, the bylaws of Merger Sub as in effect at
the effective time of the Merger became the bylaws of the Company. The by-laws
of the Company are attached as Exhibit 3.2 hereto and incorporated herein by
reference.
Item 8.01 Other Events.
On November 18, 2008, the Company and InBev issued a joint press release
announcing that InBev has completed its acquisition of the Company.
A copy of the press release is filed hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation of the Company
3.2 By-laws of the Company
99.1 Joint Press Release of the Company and InBev, dated November 18, 2008
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