ANHEUSER BUSCH COMPANIES INC (Form: 10-K/A, Received: 07/25/2001 12:01:37)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
ENDED DECEMBER 31, 2000
OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ____________

COMMISSION FILE NUMBER 1-7823

ANHEUSER-BUSCH COMPANIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN 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)

REGISTRANT'S PHONE NUMBER, INCLUDING AREA CODE: 314-577-2000 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                       NAME OF EACH EXCHANGE
TITLE OF EACH CLASS                    ON WHICH REGISTERED


COMMON STOCK--$1 PAR VALUE             NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS        NEW YORK STOCK EXCHANGE
6 1/2% SINKING FUND DEBENTURES,        NEW YORK STOCK EXCHANGE
DUE JANUARY 1, 2028

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to

Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

State the aggregate market value of the voting stock held by nonaffiliates of the registrant.

$38,782,498,869 as of February 28, 2001

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

$1 PAR VALUE COMMON STOCK 897,348,540 SHARES AS OF MARCH 9, 2001

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Annual Report to Shareholders for the Year ended
December 31, 2000.........................PART I, PART II, AND PART IV

Portions of Definitive Proxy Statements for Annual Meeting of Shareholders on April 25, 2001............PART III and PART IV


Item 14 on pages 9 through 11 of the Annual Report on Form 10-K for the
fiscal year ended December 31, 2000 is amended by the addition of the following exhibits:

Exhibit 23.1   Consent of Independent Accountant

Exhibit 24.1   Power of Attorney

Exhibit 24.2   Resolution authorizing signature by certain officers of the
               Company

Exhibit 99.1   Form 11-K, Annual Report of the Anheuser-Busch Global Employee
               Stock Purchase Plan for the fiscal year ended March 31, 2001.

2

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ANHEUSER-BUSCH COMPANIES, INC.
(Registrant)

                                    By       /s/ JoBeth G. Brown
                                      ---------------------------------
                                               JoBeth G. Brown
                                        (Vice President and Secretary)
Date:  July 20, 2001

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

                                Title                       Date

     AUGUST A. BUSCH III    *   Chairman of the Board       July 20, 2001
----------------------------    and President and
     August A. Busch III        Director (Principal
                                Executive Officer)


      W. RANDOLPH BAKER     *   Vice President              July 20, 2001
----------------------------    Chief Financial Officer

W. Randolph Baker (Principal Financial Officer)

        JOHN F. KELLY       *   Vice President and          July 20, 2001
----------------------------    Controller (Principal
        John F. Kelly           Accounting Officer)


      BERNARD A. EDISON     *   Director                    July 20, 2001
----------------------------
      Bernard A. Edison


     CARLOS FERNANDEZ G.    *   Director                    July 20, 2001
----------------------------
     Carlos Fernandez G.


        JOHN E. JACOB       *   Director                    July 20, 2001
----------------------------
        John E. Jacob


        JAMES R. JONES      *   Director                    July 20, 2001
----------------------------
        James R. Jones

3

      CHARLES F. KNIGHT     *   Director                    July 20, 2001
----------------------------
      Charles F. Knight


    VERNON R. LOUCKS, JR.   *   Director                    July 20, 2001
----------------------------
    Vernon R. Loucks, Jr.


      VILMA S. MARTINEZ     *   Director                    July 20, 2001
----------------------------
      Vilma S. Martinez


      JAMES B. ORTHWEIN     *   Director                    July 20, 2001
----------------------------
      James B. Orthwein


     WILLIAM PORTER PAYNE   *   Director                    July 20, 2001
----------------------------
     William Porter Payne


        JOYCE M. ROCHE      *   Director                    July 20, 2001
----------------------------
        Joyce M. Roche


      PATRICK T. STOKES     *   Director                    July 20, 2001
----------------------------
      Patrick T. Stokes


      ANDREW C. TAYLOR      *   Director                    July 20, 2001
----------------------------
       Andrew C. Taylor


    DOUGLAS A. WARNER III   *   Director                    July 20, 2001
----------------------------
    Douglas A. Warner III


   EDWARD E. WHITACRE, JR.  *   Director                    July 20, 2001
----------------------------
   Edward E. Whitacre, Jr.



*By    /s/ JoBeth G. Brown      Attorney-in-Fact
   ---------------------------
        JoBeth G. Brown

4

EXHIBIT INDEX

Exhibit 23.1   Consent of Independent Accountant

Exhibit 24.1   Power of Attorney

Exhibit 24.2   Resolution authorizing signature by certain officers of the
               Company

Exhibit 99.1   Form 11-K, Annual Report of the Anheuser-Busch Global Employee
               Stock Purchase Plan for the fiscal year ended March 31, 2001.


EXHIBIT 23.1

PricewaterhouseCoopers LLP
800 Market Street
St. Louis, MO 63101
Telephone (314) 206-8500

CONSENT OF INDEPENDENT ACCOUNTANT

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-71311) of Anheuser-Busch Companies, Inc. of our report dated July 6, 2001 relating to the financial statements of the Anheuser-Busch Global Employee Stock Purchase Plan, which appears in this Form 11-K.

PricewaterhouseCoopers LLP

St. Louis, Missouri
July 20, 2001


EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of Anheuser-Busch Companies, Inc. (hereinafter referred to as the "Company"), hereby constitutes and appoints August A. Busch III, W. Randolph Baker and JoBeth G. Brown, and each of them acting singly, the true and lawful agents and attorneys, or agent and attorney, with full powers of substitution, resubstitution and revocation, for and in the name, place and stead of the undersigned to do any and all things and to execute any and all instruments which said agents and attorneys, or any of them may deem necessary or advisable to enable the Company to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the 2000 Annual Report on Form 10-K of the Company, including specifically, but without limiting the generality of the foregoing, full power and authority to sign the name of each of the undersigned in the capacities indicated below to the said 2000 Annual Report on Form 10-K to be filed with the Securities and Exchange Commission, and to any and all amendments to said 2000 Annual Report on Form 10-K, and each of the undersigned hereby grants to said attorneys and agents, and to each of them singly, full power and authority to do and perform on behalf of the undersigned every act and thing whatsoever necessary or appropriate to be done in the premises as fully as the undersigned could do in person, hereby ratifying and confirming all that said attorneys and agents, or any of them, or the substitutes or substitute of them or any of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has subscribed these presents this 28th day of March, 2001.

      /s/ AUGUST A. BUSCH III              /s/ W. RANDOLPH BAKER
-----------------------------------   ---------------------------------
          August A. Busch III                 W. Randolph Baker
        Chairman of the Board                Vice President and
     and President and Director           Chief Financial Officer
   (Principal Executive Officer)       (Principal Financial Officer)


         /s/ JOHN F. KELLY                 /s/ BERNARD A. EDISON
-----------------------------------   ---------------------------------
           John F. Kelly                     Bernard A. Edison
   Vice President and Controller                  Director
   (Principal Accounting Officer)


      /s/ CARLOS FERNANDEZ G.                /s/  JOHN E. JACOB
-----------------------------------   ---------------------------------
        Carlos Fernandez G.                    John E. Jacob
              Director                            Director


         /s/ JAMES R. JONES                /s/ CHARLES F. KNIGHT
-----------------------------------   ---------------------------------
           James R. Jones                     Charles F. Knight
              Director                            Director


     /s/ VERNON R. LOUCKS, JR.             /s/  VILMA S. MARTINEZ
-----------------------------------   ---------------------------------
       Vernon R. Loucks, Jr.                 Vilma S. Martinez
              Director                            Director


       /s/ JAMES B. ORTHWEIN             /s/ WILLIAM PORTER PAYNE
-----------------------------------   ---------------------------------
          James B. Orthwein                 William Porter Payne
              Director                            Director


         /s/ JOYCE M. ROCHE                /s/   PATRICK T. STOKES
-----------------------------------   ---------------------------------
           Joyce M. Roche                     Patrick T. Stokes
              Director                            Director


        /s/ ANDREW C. TAYLOR            /s/ DOUGLAS A. WARNER III
-----------------------------------   ---------------------------------
          Andrew C. Taylor                  Douglas A. Warner III
              Director                            Director

    /s/ EDWARD E. WHITACRE, JR.
-----------------------------------
     Edward E. Whitacre, Jr.
            Director


EXHIBIT 24.2

I, JOBETH G. BROWN, hereby certify that I am Vice President and Secretary of Anheuser-Busch Companies, Inc., a Delaware corporation, with its principal office in the City of St. Louis, State of Missouri, and as such in charge of its corporate records, including minutes of meetings of its Shareholders and Board of Directors.

I further certify that the Board of Directors of said corporation at a meeting duly convened and held on the 28th day of March 2001, as shown by said records, adopted the following resolution which has not since been amended or rescinded and which is in full force and effect at the date hereof:

RESOLVED, that the Board of Directors does hereby authorize (a) the proper officers of the corporation to execute a power of attorney in the name and on behalf of the corporation in favor of August A. Busch III, W. Randolph Baker, and JoBeth G. Brown, or any of them (with power of substitution in each) and (b) the execution by the directors and officers of the corporation, or any of them, of a power of attorney in favor of said attorneys, and said powers of attorney shall empower such attorneys, or any of them, to do all acts and things and to execute any and all instruments on behalf of the corporation and on behalf of such directors and officers, including the execution of the corporation's 2000 Annual Report on Form 10-K or any amendment thereto, which such attorneys, or any of them, may deem necessary or advisable to enable the corporation to comply with the reporting requirements of the Securities and Exchange Commission in respect thereof.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the said corporation this 20th day of July 2001.

     /s/ JoBeth G. Brown
----------------------------
      JoBeth G. Brown
Vice President and Secretary


EXHIBIT 99.1

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

FORM 11-K

(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2001
or
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from ______________ to _____________

Commission File Number _______________

A. Full title of the plan and the address of the plan, if different from that of the issuer named below.

ANHEUSER-BUSCH GLOBAL EMPLOYEE STOCK PURCHASE PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

ANHEUSER-BUSCH COMPANIES, INC.
One Busch Place
St. Louis, Missouri 63118


REQUIRED INFORMATION

Report of Independent Accountants.

Statements of Net Assets Available for Benefits.

Statements of Changes in Net Assets Available for Benefits.

Notes to financial statements.


ANHEUSER-BUSCH GLOBAL EMPLOYEE
STOCK PURCHASE PLAN

TABLE OF CONTENTS
MARCH 31, 2001

                                                                    Page

Report of Independent Accountant                                       1

Statement of Net Assets Available for Benefits                         2

Statement of Changes in Net Assets Available for Benefits              3

Notes to Financial Statements                                        4-6


REPORT OF INDEPENDENT ACCOUNTANT

To the Participants and Administrator of The Anheuser-Busch Global Employee Stock Purchase Plan

In our opinion, the accompanying statement of net assets available for

benefits and the related statement of changes in net assets available for

benefits present fairly, in all material respects, the net assets available

for benefits of The Anheuser-Busch Global Employee Stock Purchase Plan (the

"Plan") at March 31, 2001, March 31, 2000 and February 29, 2000, and the

changes in net assets available for benefits for the year ended March 31,

2001, the one-month period ended March 31, 2000 and for the year ended

February 29, 2000 in conformity with accounting principles generally accepted

in the United States of America. These financial statements are the

responsibility of the Plan's management; our responsibility is to express an

opinion on these financial statements based on our audits. We conducted our

audits of these statements in accordance with auditing standards generally

accepted in the United States of America, which require that we plan and

perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement. An audit includes examining,

on a test basis, evidence supporting the amounts and disclosures in the

financial statements, assessing the accounting principles used and

significant estimates made by management, and evaluating the overall

financial statement presentation. We believe that our audits provide a

reasonable basis for the opinion expressed above.

July 6, 2001


ANHEUSER-BUSCH GLOBAL EMPLOYEE
STOCK PURCHASE PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2001, MARCH 31, 2000 AND FEBRUARY 29, 2000
-------------------------------------------------------------------------------------------------------------
                                                 MARCH 31, 2001       MARCH 31, 2000       FEBRUARY 29, 2000
ASSETS

Investments at fair value:                                   $0                   $0                      $0
                                                 ==============       ==============          ==============
Anheuser-Busch Companies, Inc. common stock

LIABILITIES

Benefits payable                                             -                    -                       -
                                                 --------------       --------------          --------------

Net assets available for benefits                            $0                   $0                      $0
                                                 ==============       ==============          ==============





                  The accompanying notes are an integral part of the financial statements.


                                                         -2-

ANHEUSER-BUSCH GLOBAL EMPLOYEE
STOCK PURCHASE PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED MARCH 31, 2001, THE ONE-MONTH PERIOD ENDED
MARCH 31, 2000 AND FOR THE YEAR ENDED FEBRUARY 29, 2000
------------------------------------------------------------------------------------------------------------------
                                                                               FOR THE ONE-
                                                            FOR THE YEAR       MONTH PERIOD        FOR THE YEAR
                                                                ENDED              ENDED              ENDED
                                                           MARCH 31, 2001     MARCH 31, 2000    FEBRUARY 29, 2000

Contributions by participants                                $   145,587                 $0        $    27,755

Shares purchased by participants                                (145,587)                 0            (27,755)
                                                             ------------      ------------        ------------

  Increase in net assets during the period                             0                  0                  0

  Net assets available for benefits,
    beginning of period                                                0                  0                  0
                                                             ------------      ------------        ------------

  Net assets available for benefits,
     end of period                                                    $0                 $0                 $0
                                                             ============      ============        ============



                       The accompanying notes are an integral part of the financial statements.

-3-

ANHEUSER-BUSCH GLOBAL EMPLOYEE
STOCK PURCHASE PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED MARCH 31, 2001, THE ONE-MONTH PERIOD ENDED MARCH 31, 2000 AND FOR THE YEAR ENDED FEBRUARY 29, 2000

1. DESCRIPTION OF PLAN

The following brief description of the Anheuser-Busch Global Employee Stock Purchase Plan (the Plan) is intended to give a general summary of its principal provisions. Participants should refer to the Plan document for more complete information.

Purpose of the Plan

The plan is an employee stock purchase plan designed to encourage ownership of shares in Anheuser-Busch Companies, Inc. (the Company) by permanent employees of the Company and its subsidiaries located outside the United States. The Plan commenced March 1, 1999.

PLAN ADMINISTRATION

The Company administers the Plan. The Company has appointed Watson Wyatt Worldwide, an international employee benefits consulting firm, to assist in plan administration and record keeping. The Company has selected DB Alex. Brown, a securities broker in the United States, as the Plan broker to hold purchased shares on behalf of Plan participants. Neither of these entities is related to the Company as an affiliate or subsidiary. The broker maintains custody of all stock purchased by participants and is responsible for delivery of shares of stock sold by the participants, except as otherwise directed by the participants.

PLAN BENEFITS

Under the Plan, participants enrolled in the plan on the offer date each year will be given the right to purchase up to 100 shares of the Company's common stock at the offering price, which is fixed at the market price on the United States business day prior to the offer date. The offer date is generally March 1. Purchases can only be made if the market price on the employee's purchase date is higher than the offer price. For the year ended February 29, 2000, the offer date varied from jurisdiction to jurisdiction. Each year's offer expires on the third anniversary of the offer date.

If shares purchased through the Plan are held in the participant's DB Alex. Brown account for at least two years after the purchase date, the Company will award additional shares at a rate of 10%, 30%, or 50% of shares purchased depending upon business performance. The rate for additional share awards will be determined and announced prior to the offer date.

The accompanying notes are an integral part of the financial statements.

-4-

ANHEUSER-BUSCH GLOBAL EMPLOYEE
STOCK PURCHASE PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED MARCH 31, 2001, THE ONE-MONTH PERIOD ENDED MARCH 31, 2000 AND FOR THE YEAR ENDED FEBRUARY 29, 2000

All contributions used to purchase shares must be accumulated in a local savings account in the name of the participant through payroll deductions. Withdrawals from the savings account can be made at any time. However, deposits may only be made by payroll deduction; therefore, previous withdrawals cannot be replaced for the purpose of purchasing shares. The participant maintains full ownership of the cash used to purchase shares as well as the newly issued shares that are purchased. Thus, there are no assets held by the Plan.

In the United Kingdom, there is a sub-plan designed to qualify for favorable tax treatment for employees who participate. Under this "savings related share option scheme," employees enter into a three- year savings contract and are eligible to purchase shares at the end of the three-year period.

EXPENSES OF THE PLAN

Under the Plan agreement, the Company may pay all expenses incurred in the administration of the Plan, including custodial fees, but is not obligated to do so. If shares purchased under the Plan are subsequently sold by the participant, the participant is responsible for all fees, commissions, and other costs incurred in such transactions. All expenses of the year ended March 31, 2001, the one-month period ended March 31, 2000 and the year ended February 29, 2000 were paid by the Company and are not reflected in the financial statements of the Plan.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING

The Plan's financial statements are prepared on the accrual basis of accounting.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from net assets during the reporting period. Actual results could differ from those estimates.

FISCAL YEAR

During 2001, the Company changed the Plan's year-end from February 28 to March 31. There was no activity in the Plan for the month ended March 31, 2000.

VALUATION OF THE COMPANY'S STOCK

The offering or purchase price of the Company's common stock shares is determined by the market price of the stock on the day prior to the offer date. Market price is

The accompanying notes are an integral part of the financial statements.

-5-

ANHEUSER-BUSCH GLOBAL EMPLOYEE
STOCK PURCHASE PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED MARCH 31, 2001, THE ONE-MONTH PERIOD ENDED MARCH 31, 2000 AND FOR THE YEAR ENDED FEBRUARY 29, 2000

defined as the closing price of one share in the United States as reported the subsequent day in the West Coast edition of The Wall Street Journal, New York Stock Exchange Transactions-Composite Transactions.

3. DIVIDENDS ON PURCHASED SHARES

Any dividends paid on shares purchased under the Plan are retained by the respective participants and will be reinvested in additional shares for the benefit of the participants unless the participant elects otherwise or the law requires otherwise. Shares purchased with reinvested dividends are not eligible for the additional share awards.

4. TAX WITHHOLDING

Where required by law, the Company and its subsidiaries will report to the appropriate governmental authority any amount subject to tax and social charges on account of any offer, purchase or sale pursuant to the Plan. Participants are responsible for all tax and social charge liabilities by means of withholding from the participants' current pay or other assets.

The accompanying notes are an integral part of the financial statements.

-6-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized.

ANHEUSER-BUSCH GLOBAL EMPLOYEE
STOCK PURCHASE PLAN

                                    By:     /s/ J. Timothy Farrell
                                       --------------------------------
                                              J. Timothy Farrell
                                               Committee Member

Dated:  July 20, 2001


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