AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 2007
Registration Statement No. 333-_______
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________________
ANHEUSER-BUSCH COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1162835
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
One Busch Place
St. Louis, Missouri 63118
(Address of principal executive offices)
______________________
ANHEUSER-BUSCH COMPANIES, INC.
1998 INCENTIVE STOCK PLAN
(Full title of the plan)
__________________________
JoBeth G. Brown, Esq. Copies to:
Vice President and Secretary Geetha Rao Sant, Esq.
Anheuser-Busch Companies, Inc. The Stolar Partnership LLP
One Busch Place 911 Washington Avenue, 7th Fl
St. Louis, Missouri 63118 St. Louis, Missouri 63101
(Name and address of agent for
service)
EXPLANATORY STATEMENT
Anheuser-Busch Companies, Inc. (the "Registrant") is filing this Post-
Effective Amendment No.1 to Registration Statement on Form S-8 to deregister
certain securities previously registered by the Registrant pursuant to its
Registration Statement on Form S-8 (Registration No. 333-124589), which was
originally filed with the Securities and Exchange Commission (the
"Commission") on May 3, 2005 (the "2005 Registration Statement") and to carry
forward such securities and the associated fees to a new registration
statement. A total of 32,000,000 additional shares of the Registrant's
Common Stock, par value $1.00 per share (the "2005 Additional Shares"), were
registered for issuance under the Anheuser-Busch Companies, Inc. 1998
Incentive Stock Plan (the "1998 Plan") pursuant to the 2005 Registration
Statement.
On April 25, 2007, the shareholders of the Registrant approved the Anheuser-
Busch Companies, Inc. 2007 Equity and Incentive Plan (the "2007 Plan"), and
no further awards will be made under the 1998 Plan. The shares that remain
available for issuance under the 1998 Plan and which are not subject to
outstanding awards under the 1998 Plan are to be included in the shares
available for issuance under the 2007 Plan. As of April 25, 2007, there were
13,916,528 such shares (collectively, the "Carried Forward Shares").
The Registrant has registered the Carried Forward Shares for issuance under
the 2007 Plan pursuant to a new Registration Statement on Form S-8 (the "2007
Plan Registration Statement"), which was filed contemporaneously with the
filing of this Post-Effective Amendment No.1 to Registration Statement on
Form S-8.
Pursuant to Instruction E of Form S-8 and the telephonic interpretation of
the Securities and Exchange Commission (the "Commission") set forth in
Section G. Securities Act Forms, No. 89 ("Interpretation 89"), of the
Division of Corporation Finance's Manual of Publicly Available Telephone
Interpretations dated July 1997, the Registrant is filing this Post-Effective
Amendment No. 1 to the 2005 Registration Statement in order (i) to reallocate
the Carried Forward Shares from the 1998 Plan to the 2007 Plan and (ii) to
carry forward the registration fees paid with respect to the Carried Forward
Shares from the 2005 Registration Statement to the 2007 Plan Registration
Statement. In addition, the Registrant is filing this Post-Effective
Amendment No. 1 to the 2005 Registration Statement in order to deregister the
13,916,528 Carried Forward Shares registered under the 2005 Registration
Statement, which shares have been carried forward to the 2007 Plan
Registration Statement for issuance under the 2007 Plan. Accordingly, the
Registrant hereby withdraws from registration under the 2005 Registration
Statement the 13,916,528 Carried Forward Shares that have not been and will
not be issued under the 1998 Plan.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
post-effective amendment No. 1 to the registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of St.
Louis, State of Missouri, on May 3, 2007.
ANHEUSER-BUSCH COMPANIES, INC.
By: /S/ JOBETH G. BROWN
JoBeth G. Brown,
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, post-effective
amendment No. 1 to the registration statement has been signed below by the
following persons in the capacities and on the dates indicated:
Signature Title Date
AUGUST A. BUSCH IV* President and May 3, 2007
(August A. Busch IV) Chief Executive
Officer and
Director (Principal
Executive
Officer)
W. RANDOLPH BAKER* Vice President and May 3, 2007
(W. Randolph Baker) Chief Financial
Officer (Principal
Financial Officer)
JOHN F. KELLY* Vice President May 3, 2007
(John F. Kelly) and Controller
(Principal
Accounting Officer)
AUGUST A. BUSCH III* Director May 3, 2007
(August A. Busch III)
CARLOS FERNANDEZ G.* Director May 3, 2007
(Carlos Fernandez G.)
JAMES J. FORESE* Director May 3, 2007
(James J. Forese)
JOHN E. JACOB* Director May 3, 2007
(John E. Jacob)
JAMES R. JONES* Director May 3, 2007
(James R. Jones)
CHARLES F. KNIGHT* Director May 3, 2007
(Charles F. Knight)
VERNON R. LOUCKS, JR.* Director May 3, 2007
(Vernon R. Loucks, Jr.)
VILMA S. MARTINEZ* Director May 3, 2007
(Vilma S. Martinez)
WILLIAM PORTER PAYNE* Director May 3, 2007
(William Porter Payne)
JOYCE M. ROCHE'* Director May 3, 2007
(Joyce M. Roche')
HENRY HUGH SHELTON* Director May 3, 2007
(Henry Hugh Shelton)
PATRICK T. STOKES* Director May 3, 2007
(Patrick T. Stokes)
ANDREW C. TAYLOR* Director May 3, 2007
(Andrew C. Taylor)
______________________ Director May 3, 2007
(Douglas A. Warner III)
EDWARD E/ WHITACRE, JR.* Director May 3, 2007
(Edward E. Whitacre, Jr.)
* By: /S/ JOBETH G. BROWN
JoBeth G. Brown
Attorney-in-Fact
EXHIBIT INDEX
Exhibit 24.1
Power of Attorney executed by certain directors and officers of the
Registrant.