defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A/A
(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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Check box if any part of the fee is offset as provided by Exchange Act
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The Schedule 14A filed by the Company on July 16, 2008 is amended in its entirety to read as
follows:
On July 15, 2008, August A. Busch IV, President and Chief Executive Officer of Anheuser-Busch
Companies, Inc., Dave Peacock, Vice President-Marketing of Anheuser-Busch, Incorporated (ABI),
Evan Athanas, Vice President-Sales and Wholesale Operations Division of ABI, and Carlos Brito,
Chief Executive Officer of InBev S.A., held a teleconference with wholesalers of ABI. A transcript
of the teleconference is set forth below.
IMPORTANT INFORMATION
Anheuser-Busch Companies, Inc. (Anheuser-Busch) has filed with the Securities and Exchange
Commission (the SEC) a Current Report on Form 8-K, which includes the merger agreement and
related documents. The proxy statement that Anheuser-Busch plans to file with the SEC and mail to
stockholders will contain information about Anheuser-Busch, the proposed merger and related
matters. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE, AS IT
WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT
THE MERGER. In addition to receiving the proxy statement from Anheuser-Busch by mail, stockholders
will be able to obtain the proxy statement, as well as other filings containing information about
Anheuser-Busch, without charge, from the SECs website
(http://www.sec.gov) or, without charge,
from Anheuser-Busch at www.anheuser-busch.com or by contacting Morrow & Co., LLC at 800-662-5200,
PARTICIPANTS IN SOLICITATION
Anheuser-Busch and its directors and executive officers and certain other members of management may
be deemed to be participants in the solicitation of proxies in connection with the merger.
Information concerning Anheuser-Buschs directors and executive officers and their respective
interests in Anheuser-Busch by security holdings or otherwise is set forth in the proxy statement
for Anheuser-Buschs 2008 annual meeting of stockholders, which was filed with the SEC on Schedule
14A on March 10, 2008. Additional information regarding the interests of participants of
Anheuser-Busch in the solicitation of proxies in connection with the merger will be included in the
proxy statement to be filed with the SEC. Anheuser-Buschs press releases and other information
relating to Anheuser-Busch are available at Anheuser-Buschs website located at
www.anheuser-busch.com
Presentation
Operator
Good afternoon ladies and gentlemen. We are ready to begin Anheuser-Busch Companys
teleconference. Mr. Busch may begin.
August Busch IV, President/CEO Anheuser-Busch
Hi. Good morning or good afternoon where ever you are. Its great to be with you. Im here with
Carlos Brito, who goes by Brito, and Dave Peacock, Evan Athanas. We will talk about anything you
want to talk about this morning or this afternoon wherever it is where ever you are.
I have to read a disclaimer here, but bear with me. Until the completion of the transaction
closing, Anheuser-Busch and InBev continue to be separate, independent companies. We cant make
decisions or participate in making decisions that affect the others current business policies or
operations except as related to the existing import agreement until the proposed A-B/InBev deal
closes. That is the antitrust disclaimer.
Who is first in line for a question of us and then we will say a few things. Diego.
Operator
Thank you, sir. The floor is now open for questions. [Operator Instructions] Our first question
comes from Phil Jamieson (ph) with Anheuser-Busch. Please state your question.
Phil Jamieson (ph) with Anheuser-Busch
Yes Mr. Brito, we presently work at the wholesale operations division and understand that in other
countries you own company-owned wholesalers and wanted to know your position going forward on
acquiring more company-owned wholesalers.
Carlos Brito, CEO InBev
Thank you, Phil for your question. In the countries where we have a hybrid system where we use
wholesalers to go to market and also direct operations, we do it for very specific reasons. For
example, in Brazil we had to do it as well in Argentina because of tax reasons. Let me explain
that. In those countries the tax enforcement is not as good as you have in countries like the U.S.
or Western Europe. Therefore, we compete with people from other companies that are private, local
companies that have lets say call it tax flexibility. In order to do that weve had to really
enter the business in a direct fashion and consolidate because a lot of entrepreneurs they dont
want to represent us in the big cities because the big cities that is where most of the tax evaders
have their business because they dont have enough (inaudible) to go to the exterior, to the rural
areas so they stay in big cities. In the big cities, you need lots of scale and lots of investment
to be able to have an efficient operation to fight against people that play the game according to a
different book. We of course being a public company, we have to play the game by the rules. That
is the reason. Having said that, what we saw is that the same way Anheuser-Busch has in the
Midwest are the branches. The branches gives us an opportunity to create people within our
companies that understand better what wholesalers go about in terms of their business every day.
That, if used in a smart fashion enables us to have a much better dialogue with wholesalers because
instead of just preaching to wholesalers what they should do, when we have branches, we also feel
the problems and the issues and the opportunities that are within the marketplace, what competition
is doing, what customers are requiring. When you talk to wholesalers, we have a much more
firsthand opinion to share with them and to exchange best practices. In terms of the future, it is
too early to say. I know A-B has some branches, but it is too early to speculate. But one thing I
should say is that we expect respect the three-tier system not only because it is the law, but
because of very pragmatic reasons. I have been saying that since the beginning. There is a high
correlation we have seen in countries where beer is more regulated in terms of profitability. If
you go to Canada for example, where we have big business, in the U.S. where we see the numbers from
A-B, in Korea where we have also a good-sized business. Those countries are heavy regulated and
have a three-tier system in place like Korea. Those countries, coincidence or not, profitability
is much higher. We like the system, we like wholesalers because you talk to the owners and we
believe in ownership and then with wholesalers you have people that are interested in the
long-term, and the short-term as well as the long-term. Being a brand building company it is great
to have business partners that understand that you have to do both, short-term and long-term. So
thank you very much.
Operator
Our next question comes from Robin OBrien (ph) with Triat (ph) Distributing Company Inc. Please
proceed with your question.
Robin OBrien (ph) with Triat (ph) Distributing Company Inc.
Actually, this is Trent Gavase (ph) Senior Vice President of Sales and Marketing. Maybe this is a
statement and at this place in the transaction you may not able to answer, if you can it would be a
question but being the vice president of sales and marketing it is very imperative, my concern is
were in a major market of Buffalo and we have major sports teams and major sponsorships, we
currently have Labatts and InBev in house along with Anheuser-Busch and currently each does their
own marketing separately. It is a big concern on our part so we dont have a disruption in the way
we go to market that we know what the marketing stance will be as far as professional teams and
marketing media et cetera in the marketplace. Is that something you can answer right now? Is
there a sense of urgency on your part to establish a plan?
August Busch IV, President/CEO Anheuser-Busch
Thank you for your question, but I think that falls into the antitrust category and antitrust
approval and expedited antitrust approval so we can close this transaction as quickly as possible
is important. I also want to also reinforce what Brito just said as far as our commitment to the
three-tier system. We have an unwavering commitment to the three-tier system. We have a limited
number of branches in the system as you know and Brito stated that is our window into the
marketplace and also a talent pool of people who understand what it takes to go to the street and
get their sleeves rolled up and get out into the marketplace. I wanted to reinforce that and I
will be joining the motherboard of the InBev Company and keep an eye on things from there and will
be working with you all over the years ahead closely. We are looking forward to a great future and
building our brands together. We are now one of the top five consumer products companies in the
world. I think that brings economic strength and certainty to our future together. So we have to
look at this as an opportunity for both of our businesses. And in the U.S. obviously the largest
profit pool in the world and with your cooperation and your partnership it has always been
unwavering, we will continue to have the dialogue we have always had, and we will continue to have
our wholesale panel discussions and we will be right with you all all the way. Thank you.
Operator
Our next question comes from Chris Klements (ph) with Golden Eagle Distribution Company. Please
proceed with your question.
Chris Klements (ph) with Golden Eagle Distribution Company
Good morning. First of all I want to think August and his team for your friendship throughout the
years. It is very much appreciated to my family and Im sure to families across America. My
question has to do with our equity agreement and how you see this transaction affecting our
agreement in the short-term and also the role of the wholesaler panel.
August Busch IV, President/CEO Anheuser-Busch
Chris let me start by saying business as usual, but we have a lot of work to do this year to have a
successful year until we close the transaction. And post-closing you have Britos commitment to
the three-tier system and he said that from day one since we began our partnership with the InBev
brand. I think he stated a moment ago how important this partnership is to the U.S. marketplace.
The U.S. marketplace is unique state-by-state and law by law as you all know. I say it that way.
Change is not something that I can say never. But I think as the new partners with our people in
place and our very best people of the combined company will make sure that we maintain the
three-tier system that has brought us to where we are and hopefully takes us to $70 or $80 per
share in the years ahead.
Carlos Brito, CEO InBev
If I can add I think as important as talking about things to change it is important to recognize
things that you should not change. I think the whole way or the way that the wholesalers
relationship and organization structure it is one that is working well. It is bearing fruits and I
agree that you cannot predict the future, but with what we know today it does not make any sense to
change any of this stuff that is working well.
August Busch IV, President/CEO Anheuser-Busch
Thank you Chris.
Operator
Our next question is coming from John Litcomb (ph) of Silver Eagle. Please proceed with your
question.
John Litcomb (ph) of Silver Eagle
Thank you. We are located in North Carolina and we are currently trending our sales are
trending about a 1.3% increase. With the additional fuel costs and the cost of doing business, I
would like to know
from Carlos what are the plans in the brand-building arena to accelerate sales and to ensure
wholesaler profitability. Thank you.
Carlos Brito, CEO InBev
I can only say given the disclaimer here I can only talk hypothetically. What I would say is that
margin pull between ourselves and wholesalers is something that is set. It is the way it is. When
there is a change in prices or fuel surcharges, there is some negotiation. In terms of the margin
pool I always say first let me say this, we deal with wholesalers in all countries where we
operate so we have a great deal of respect for the wholesaler and the wholesaler panels. We have
that also in countries where we operate, the business partner, it has to be a margin that is
interesting enough to attractive entrepreneurs and to keep them focused on the business. I always
say it is best to go get that extra buck in the marketplace then trying to get that from one
another. I think it is better to get that in the marketplace. Get our niche to approve the
marketplace, sell higher, at higher prices, higher value-added products so we can cope with changes
in fuel and energy. I am aware of those changes. I dont know exactly all the details of how A-B
is dealing with that. At this point, they cannot disclose that to me. They can only talk in
general terms.
David Peacock, VP of Marketing Anheuser-Busch
This is Dave Peacock. We talked about this in D.C. at the (inaudible) and a few other times and I
know Evan sent notes out about it. We work closely with the panel to assess future and current
profitability to the system. First and foremost, we want to gain share and drive sales. That is
how we all win. Pricing we talked about and have been open about it in our teleconferences that we
see real opportunity for pricing and this is Anheuser-Busch talking and what we have already
disclosed, so I dont think we are crossing any legal lines here. We talked about a very good
fourth quarter price increase. We look at beer pricing still right now below food and beverage
CPI. We know there is room there. We understand the consumer is getting pressure, especially the
blue-collar consumer, but it is our belief that the pricing will hold, will be accepted, and the
initial discussions with retailers indicate the same. And we think that the yield from price
increases will be enough to offset some of the fuel increases more than enough when you look at
fuel being about 7% on average of wholesalers cost centers. I dont think in the short-term that
will change. Obviously as we transition and form the new company, we will be working collectively
to figure out what the right plan is for the market and continue to invest behind the brand.
Operator
Our next question is coming from Bernard Schroeder (ph) with Lake Beverage Corporation. Please
proceed with your question.
Bernard Schroeder (ph) with Lake Beverage Corporation
Good afternoon. I am the owner of Lake Beverage Corporation in Rochester New York. I have a
question for Carlos in terms of what his commitment might be to the Anheuser-Busch wholesaler
network in terms of consolidating brands that may be in non A-B wholesalerships now in particular
Western Europe where Labatts brand may be in totally stand alone houses. We are currently an
A-B/InBev distributor with the Euro brands but dont currently have Labatts brands.
Carlos Brito, CEO InBev
All I can say again given the constraints here is that what I have seen since we signed our import
agreement with A-B two years ago, I seen that A-B has a lot of knowledge in how to move brands
where it is possible. I know it is a state-by-state case. But I dont know if August can help you
there
August Busch IV, President/CEO Anheuser-Busch
We will proceed down a fairly aggressive path to transition when the time is right. Every
situation is different by state law and what wholesalers may have in their portfolio, which they
can trade. In some cases, they dont have anything which they can trade. I think one thing that
this transaction will do is it does provide certainty in the marketplace because if you look at
what has gone on, I think I hope all the
consolidation, now Miller and Coors are together, Heineken and (inaudible) are together,
Anheuser-Busch and InBev are together. It is clear. People understand it. There should not be a
lot more activity at the big brewer and the importer level until things settle and I think that now
that people know who is lined up with who you might see some more willing transactions. We have
even seen that recently in certain markets as even these rumors where going out that some of the
InBev European Import Wholesalers were saying look, we see whats going to come, we are willing to
sell. So some of the uncertainty that used to be out there about global brewery combinations
should be settled now. That should create some opportunity where people can look at their
situation and say do I want fight for my supplier or do I want to line up the right portfolio and
compete in the market where it is most important.
Operator
Our next question is coming from Lee Stadler with Tepin (ph) Distributing. Please proceed with
your question.
Lee Stadler with Tepin (ph) Distributing
August and Carlos and Dave, this is John Zapudo (ph), Tom Peppin (ph), and most of your wholesalers
from the West Coast, your Central distributors, and a few from the east coast. We are having a
meeting strategizing on how to get the rest of the InBev brands into our house as a matter of fact
today, so your call is timely here. We have a couple of questions. The first one is we are
hearing a huge amount of backlash in the market from consumers about let me know when I should stop
drinking Anheuser-Busch because it will not be an American brand anymore. That could have some
serious repercussions with some of our loyalist drinkers and were very, very worried about that.
Second question we have is, are those two seats that Anheuser-Busch will have on the InBev board,
will those seats be permanent?
August Busch IV, President/CEO Anheuser-Busch
Let me start John and Florida team thank you for your question. Obviously, board seats are never
permanent. They are elected after appointed for a three-year term on the InBev board and on our
board, directors are elected for a one-year term. As far as the American backlash, that is
something we have to be very, very mindful of. And we have to Evan is here and Dave is here as
well. Any and all ideas we can do to calm that situation over time, we are open to. Dave has the
marketing, if you will, engine in his hand and will make sure that we have the right types of
messages out there. Whatever you all need as our customers across the system and Im sure it is
different by state on different levels, but we should not underestimate it. We should address it.
And we should address it sooner rather than later. Remember that we are now in a global market
place. We have Miller and Coors and Molson. We have SAB out there. There are very few, if you
will, local just American options. We are still an American company. We will be brewed in
America. We will make sure that the consumer knows about that, John and Tom and team. If you all
have any ideas that you want to do in your local marketplaces please get those to Evan, Dave or
myself and we will execute immediately.
Carlos Brito, CEO InBev
If I could add to that August. Two things, John and Tom. First, since this whole thing started to
get public with the ad panels or consumer polls taken every week, in St. Louis for sure because a
different dynamic than the rest of the U.S., what we saw is that there was a higher awareness
especially St. Louis of the discussions going on. What we saw in St. Louis there was there were
a lot of consumers saying they could change their purchasing habits depending on the outcome. In
the rest of the U.S., what we saw was that people tend to be more pragmatic. They want to know
what they are buying, the beer will change. If that will not change, that research shows us that
they will not change their buying behavior because of a change in ownership. What they told us
also is that in a way, some of them, at least for the majority in the rest of the U.S., they said
we are not too worried about it. We are worried about gas prices of $4 a gallon, worried about my
job, worried about food inflation. Im worried about other things. Of course, it would be nice if
you ask them if you like an American company to change ownership they would say no for sure. But
then if you go on and ask are you willing to change your purchasing habits, they are pragmatic. In
St. Louis again a different reaction. But in the rest of the country, they are pragmatic if it
does not change what Im used to what Im used to. If that doesnt change, what matters, I am not
willing to change anything because I have other things to worry about. I think its important, as
August said, to keep an eye open. I also think I have an example for you John and Tom as much as
its not in the U.S., its beer, when we acquired a company in Argentina it was much different
because it was not a friendly combination. It was much different. We acquired a company that had
a 70 market share in Argentina and the name brand (inaudible) had a 50% marketshare, one brand.
And it was everything about the national Argentine values, even the colors of the brand was the
colors of their national flag, they posted everything that had to do with the pride of the country.
Our competitors, for many months, that was in 2002, would put ads on TV, prime-time, showing the
Argentinean flag, the bottle and then that flag fading and the Brazilian flag coming on top of it
and saying that this company is not an Argentine company anymore. And I dont know if you know
that but Brazilians and Argentines really dont get along well at all. It is problematic from
soccer to many other aspects. We thought that could generate something. Today six years later it
is growing, it is the market leader of the country; it continues to sponsor the same things so in a
way consumers realize that what matters didnt change. People managing the company there are 99%
of the people that used to manage the company, all local people, and that in the end was forgotten.
So consumers had other things in mind. I think it is one thing to watch out. We have these
panels going on. For sure St. Louis from what the panel told us was a bit different than the rest
of the country.
August Busch IV, President/CEO Anheuser-Busch
We also need to know from you all our customers and you are the local market experts to your field
representatives or through any communication channel you want, back to Evan who is sitting here if
we have local issues starting to bubble up that will create long-term problems for us we need to
address them immediately. Next question Diego.
Operator
Thank you. Our next question is coming from Neil Kastev (ph) with Kastev (ph) Brothers Inc.
Please proceed with your question.
Neil Kastev (ph) with Kastev (ph) Brothers Inc
Hi. This is Neil and Clyde Kelly from Maryland. Guys what do you see as the changes to our
current field sales team, which we know, is the best in the industry? Would we be admitting
additional personnel and resources? Do you think we further specialize as we go in our first
market? Where do see us going in the near and far future?
August Busch IV, President/CEO Anheuser-Busch
Neil let me speak near and near I mean for a couple of years here. We just put in place, the A
team as far as the field and the other resources we would did put in place. We have confusion in
the marketplace and definite uncertainty as far as the Miller/Coors integration. Ive said many
times we need to capitalize on that. We went through the reorganization of our field and you all
are well aware of the people we just put in place. Hopefully you are pleased with that
reorganization. They are up and running and business as usual. We also need to keep in mind guys
that we cannot let this transition and once it occurs, starting and closing, we will obviously have
teams working together at different points, legal contact as we get towards closed. We cant let
this distract us from what we need to do to execute in your individual markets and for
Anheuser-Busch as a whole.
Evan Athanas, VP Sales/Wholesale Operations Anheuser-Busch
Neil, Ill just add, as youre well aware, we just completed the reorg, there might be some
additional slight modifications as we move forward, but in general, everything will be as it has
been for the last eight months to one year with the key positions across the board.
Operator
Our next question is coming from Ed Crawley (ph) with Bichello (ph) Distributors Incorporated.
Please proceed with your question.
Ed Crawley (ph) with Bichello (ph) Distributors Incorporated
Good afternoon August, Dave, Evan and Brito. First of all August, we would like to thank you and
senior management and the entire A-B board for their dedication and professionalism during the last
six weeks during this process. I would like to just get that out in front to you August. Second,
Brito welcome to the A-B network. The commitment that the wholesalers have had with Anheuser-Busch
senior management has always set us apart from our Miller Coors counterparts and competitors in the
marketplace. Speaking from a wholesaler in the small state of Connecticut, we hope that you
continue this long-standing history and tradition of working with the panel because everyone wants
to do the right thing and we have always been working great with August and his entire senior
management team. I would like to get your opinion again on the support of the panel and then
second and last would be one of the callers talked about transitioning of other brands. I would
like to get your opinion for the last two years regarding nonequity wholesalers and their
involvement in the whole Anheuser-Busch meetings and conventions and download meetings and whether
or not they will be invited because a lot of us in the marketplace are trying to transition as John
and Tom mentioned down in Florida into the InBev brand. This will be a critical part for us going
forward.
August Busch IV, President/CEO Anheuser-Busch
Let me start and then we will get comments from Brito. You have our absolute commitment to the
panel and the panel process and the senior management involvement in that panel process. I hope to
be a part of that along side of our partners our new partners on the InBev side. That is very
important and has been a very, very valuable tool, as you all know into the evolution of our
partnership together. We will continue it as it is today and it continues to get better every time
we meet, as you all know. We will continue in the short-term status quo as far as the nonequity
wholesaler position, nothing has changed there since we last met at the convention. As far as
transitioning brands that is a state-by-state situation as you all know depending on the franchise
law. We have had a pretty good track record with the InBev portfolio so far. I cannot comment on
the Labatt portfolio for antitrust reasons, but you have my absolute and Britos absolute
commitment to the three-tier system and making sure that we win in the marketplace together.
Carlos Brito, CEO InBev
If I could add first thank you very much for welcome. Im very proud to be of the A-B team now
in the combined company. The one thing I like to take the opportunity to tell you is that the last
four days I was very happy to be able to sit with August and his team across the table like we have
done so many times because of our Canadian relationship, U.S. relationship, Korea relationship. I
think the last six weeks as you put it it is not the kind of thing we like to do. To have all
those media exposure. I think the only silver lining in this whole thing is both companies are
able to keep the high ground and that enabled us three or four days ago and sit down as weve
always done so many times and work something that could be good for all stakeholders. The other
thing is to answer your question I have learned many times that you dont change what is working.
Again, the three-tier system, the equity agreement is working so well and gives us such an edge
over the competition that I would not see why anybody would change that. August will be on our
board which for us will be an important reference point whenever we talk, discuss, decide on things
relating to Anheuser-Busch U.S., Budweiser, wholesalers. For the panel, in all countries where we
operate there is a panel, maybe sometimes not as organized as this one here from what Ive heard.
As in many panel discussions here in the U.S. because of our U.S. imports before we joined with
Anheuser-Busch, I think it is a great interaction, its very valuable time and you learn a lot from
it. It is great to continue. Again, we will not change anything that is working.
Operator
Thank you. [Operator Instructions] Our next question is coming from Joseph Sanchez with
Anheuser-Busch. Please proceed with your question.
Joseph Sanchez with Anheuser-Busch
Good morning gentlemen. My question has to do with the associations that we have with Hanson (ph)
and the Kraft brand alliance. Where do see those relationships going in the future?
August Busch IV, President/CEO Anheuser-Busch
Joe we want to continue that association and partnership. It is a very valuable profit stream for
those that have it. We would like for more wholesalers to have the entire portfolio. I will ask
Dave to comment a bit on that and our overall NA (ph) strategy as it fits today.
David Peacock, VP of Marketing Anheuser-Busch
We obviously have a good relationship with Hanson. How they react to this is a little bit up to
them. I know the management at the companys pretty pragmatic. The proof is in the numbers. We
have all talked about how you look at the performance of the Hanson portfolio in our system and
thus far, it has performed better than the other distributors that carry that brand. Consistent
with what Brito is saying why would they mess up something that is working. We will continue to
work with them to try and move more of those brands into our houses. The NA side, to Augusts
point, put David English in charge of the NA business. We have a small group of people that will
be running that including some salespeople. We have asked you to consider that business. We have
brands in that business. We need to commit some resources. We are encouraged by what were seeing
with our 180 brand growing 30% faster than the category. We want to keep the momentum going as we
move down the road.
Operator
Our next question is coming from Peter Hymark (ph) with Hymark Distribution Company. Please
proceed with your question.
Peter Hymark (ph) with Hymark Distribution Company
Good morning August, Brito, Dave, Evan. Just a follow up August on your comments about the Miller
Coors integration confusion. Were starting to hear from our folks that theyre trying to make a
little hay. I think they have got some undeserved grins on their faces about what they might
perceive as confusion with our sales force and your sales force. What can we do to reassure our
retail customers that it is going to be business as usual?
August Busch IV, President/CEO Anheuser-Busch
Peter that is an excellent question and that is really what we started today after the announcement
of the transaction yesterday which is communication. We have to have an open line of communication
between us and our customers whether it is chain accounts or others out in the marketplace and
definitely with the consumer who is really the boss. So we need your feedback on the local market
situations that you face that will work through our field system. If there is a grin on anybodys
face, it should be ours because now we have the combined resources to make some real difference in
the marketplace and we are looking forward to that future together.
David Peacock, VP of Marketing Anheuser-Busch
I would also add, in addition to what August said that we have been working hard communicating with
all our key management and field sales and make no mistake about it they understand what they have
to do. Nobody is distracted. We are moving forward. We are continuing with aggressive call
frequency at our wholesaler communication meetings that are currently going on across the country
and were also communicating with our key chain customers. We will be doing that, continuing that
this week and into the future. We will continue to communicate that message and our team is very,
very focused. We feel strongly and we have had great success over the last two months. As youre
well aware, we had the biggest two-week period in the companys history over Fourth of July. We
feel like well continue that momentum moving forward and everybody will understand what it takes
to win. We are not distracted, were moving forward.
Evan Athanas, VP Sales/Wholesale Operations Anheuser-Busch
One more thing too. Miller and Coors and we talked about this in the meeting are emerging in the
United States and they have a guy who calls on retailer X. Miller has one and Coors has one. They
have to decide who will stick around. We dont have that uncertainty. We have one sales force in
the United States. There is not another InBev sales force that is being merged with ours in a
significant way. The people you know in the market and the people that have the relationships with
you and the retailers that have led the momentum we have now, those are the same people that will
be selling these products and maintaining that momentum and again we arent going through what
theyre going through. They are going through something much more difficult and something we have
the opportunity to capitalize on.
Operator
Our next question is coming from Matt Function (ph) with Penn (ph) Distributors. Please proceed
with your question.
Matt Function (ph) with Penn (ph) Distributors
Good afternoon August, Brito, Dave and Evan. How are you today? I am calling from Penn
Distributors in Philadelphia and also as chairman of the Wholesaler Advisory Panel. My question is
first of all a comment. The Wholesale Advisory Panel, Brito I dont know how much you know
about it, but the panel has worked very well for the system on both sides over the years, both for
the wholesaler family and for the Anheuser-Busch team. I guess my question is how do you foresee
the role of the Wholesaler Advisory Panel as we move forward with this transition and process?
August Busch IV, President/CEO Anheuser-Busch
I just have to reinforce again as Brito said we are not going to try and change anything that is
not broken. Every time we met as a panel, we continue to evolve and get better. The panel has
been in place since 1964. We will continue with that process, that communication process, the
teams that are in place and theyre working on some very important issues for both of us in the
marketplace. One relates back to the fuel costs that is out there and how we can be more efficient
in our supply chain together over time. That is our perspective on it Matt and you have my word
that we will continue with the panel process. I hope to be a part of it at a different level, but
I will make sure that I remain with a keen eye on it and Brito has given me his word on the panel
process over time because of its value to our evolution.
Carlos Brito, CEO InBev
Yes, you have my word.
Operator
Our next question is coming from Kevin Bowler (ph) with Daytona Beverages. Please proceed with
your question.
Kevin Bowler (ph) with Daytona Beverages
August and Carlos. Congratulations on a great deal forging an incredible partnership that will
really expand us all in the future for years to come. The first question I would have for you is
relative to other alcoholic beverages and this is more for Carlos, as you go to market place in
various countries do you handle other alcoholic products such as liquor and/or wine and how do you
see them integrating with beer? The number two question is what type of exciting products can you
tell us that are not in the U.S. that we might benefit from this relationship from?
Carlos Brito, CEO InBev
Good questions Kevin. First in terms of the other countries where we operate, no we dont do
anything other than beer with one exception. We are big Pepsi bottlers. We are the number two
Pepsi bottler outside of the U.S.. The number one being Pepsi Bottling Company. They are spun
off. We are active in the whole of the South America and Central America, from Guatemala all the
way down. It is a different kind of environment because over there you can do beer and soft drinks
together in the same trucks and warehouse. One-stop shop opportunity for a lot of customers. We
are very connected to the Pepsi
Company. Weve been with them for 20 years now. But no we are a beer companies and we think there
is lot to be done in beer. I will give you one example Kevin. For example, I had a meeting with
August maybe six months ago on our U.S. business distribution contract at which time he was kind
enough to go through (inaudible). And over there we showed him what we call the perfect draft,
which is a 6-liter keg in which you can have the draft experience at home. It is a self-cooling
equipment that we have had in Europe for three years now that were now trying to bring over here
to this country. So again, it is not a different brand, but it is a draft experience at home.
Because we all know that the country is sometimes under pressure because of drink and drive and
price and because of whatever reason and in home consumption is growing. That is what a lot of
consumers from our research tells us. They would like to have the pub experience at home. Now
perfect draft delivers that. That is one thing for example, we could work as a combined company
just to give one example.
Operator
Thank you. Our next question comes from Fred Czart (ph) with Tippycanoe (ph) Beverages. Please
proceed with your question.
Fred Czart (ph) with Tippycanoe (ph) Beverages
Good afternoon Carlos, August and Evan. I wanted to congratulate you for putting together this
merger. We have been a wholesaler; Tippycanoe Beverages in Indiana has been an Anheuser-Busch
wholesaler since 1954. I have heard or read some concerns about potential financial obstacles
facing InBev. I have a concern about capital gains taxes if our shares are purchased. It would be
better for us to exchange our Anheuser-Busch shares for InBev shares in a tax-free exchange 1031
tax-free exchange. Will you make this option available to the shareholders?
Carlos Brito, CEO InBev
No unfortunately not. We structured this deal because of certainty as an all cash transaction.
Because we are not listed in the U.S., it would be very hard to offer our paper for paper or a
share for share or a cash/share type transaction. Because of certainty, we wanted to have a clean
deal where the shareholders would be able to look and evaluate the exact amount, exact value they
were getting for their shares. When you do a share-by-share or cash/share transaction, there is
always a lot of discussion about how to value the total package. We wanted to convey clarity and
certainty. What were trying to do now is of course because a lot of Anheuser-Busch shareholders
will receive by closing or all of them will receive the $70 per share. We are trying to sell our
equity story of the new combined company so they reinvest their money in the new company. It will
be, in our view, a great investment. We cannot promise anything, but that is our view. It is an
all cash transaction.
August Busch IV, President/CEO Anheuser-Busch
Thank you Fred.
Operator
Thank you [Operator Instructions]
August Busch IV, President/CEO Anheuser-Busch
Ladies and gentlemen, that is the end of the queue for now, but I would like to close with a couple
of comments. This is an exciting time for both of us. We have become a much stronger company, a
global company with global resources and innovations like Brito just talked about that can be
brought to the U.S. marketplace. To become financially stronger we can combine the talents, the
best people talent between the two organizations and we can have an incredible future together and
we believe 100% in the future of the three-tier system. We believe in Brito and his management
team and we are looking forward to working together. We thank you for your business. We need your
feet on the street the rest of the summer and the rest of the year. Thank you for your recent
sales and share gains. We appreciate every case and every bottle. Thank you very much ladies and
gentlemen.
Operator
Thank you. That concludes todays teleconference. You may disconnect your lines at this time.
Thank you all for your participation.