UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
REDHOOK ALE BREWERY, INCORPORATED
(Name of Issuer)
COMMON STOCK, par value $.005
(Title of Class of Securities)
757473 10 3
(CUSIP Number)
THOMAS LARSON
ANHEUSER-BUSCH COMPANIES, INC.
One Busch Place
St. Louis, MO 63118-1852
Telephone: (314) 577-3298
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 30, 2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
(Am. No. 2)
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CUSIP No. 757473 10 3 Page 2 of 10 Pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only)
Anheuser-Busch Companies, Inc.; 43-1162835
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2. Check the Appropriate Box if a Member of a Group (See instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (see instructions)
WC
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
Number of 2,761,713
Shares -----------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned by - 0 -
Each -----------------------------------------------------------
Reporting 9. Sole Dispositive Power
Person 2,761,713*
With -----------------------------------------------------------
10. Shared Dispositive Power
- 0 -
-----------------------------------------------------------
*Shares are subject to contractual restrictions on
transfer. See item 4.
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,761,763
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See instructions)
[ ]
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13. Percent of Class Represented by Amount in Row (11)
33.8%
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14. Type of Reporting Person (See instructions)
CO
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SCHEDULE 13D
(Am. No. 2)
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CUSIP No. 757473 10 3 Page 3 of 10 Pages
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==========================================================================
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only)
Busch Investment Corporation; 51-0308458
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2. Check the Appropriate Box if a Member of a Group (See instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------
4. Source of Funds (see instructions)
WC
--------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------
7. Sole Voting Power
Number of 2,761,713
Shares -----------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned by - 0 -
Each -----------------------------------------------------------
Reporting 9. Sole Dispositive Power
Person 2,761,713*
With -----------------------------------------------------------
10. Shared Dispositive Power
- 0 -
-----------------------------------------------------------
*Shares are subject to contractual restrictions on
transfer. See item 4.
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,761,713
--------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See instructions)
[ ]
--------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
33.8%
--------------------------------------------------------------------------
14. Type of Reporting Person (See instructions)
CO
==========================================================================
SCHEDULE 13D
(Am. No. 2)
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CUSIP No. 757473 10 3 Page 4 of 10 Pages
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Pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, this
Amendment No. 2 amends the Schedule 13D dated August 22, 1995, amended by
Amendment No. 1 dated May 19, 2004. Unless indicated otherwise, all items left
blank remain unchanged and any items that are reported are deemed to amend and
supplement, rather than supersede, the existing items in the Schedule 13D (as
previously amended). All defined terms shall have the same meaning as previously
ascribed to them in the Schedule 13D (as previously amended), unless otherwise
noted.
ITEM 1. SECURITY AND ISSUER.
ITEM 2. IDENTITY AND BACKGROUND.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OF OTHER CONSIDERATION.
ITEM 4. PURPOSE OF THE TRANSACTION.
On June 30, 2004, Anheuser-Busch, Incorporated ("ABI"), a wholly-owned
subsidiary of A-B, acting through its designee, Busch Investment Corporation
("BIC"), agreed to restructure its equity and commercial relationship with the
Company.
Pursuant to the Exchange and Recapitalization Agreement, BIC exchanged
1,289,872 shares of Series B Preferred Stock for 1,808,243 shares of common
stock and $2,000,000. BIC retained 953,470 shares of common stock and holds in
aggregate approximately 33.8% of the outstanding shares of common stock.
Additionally, ABI and the Company entered into a distribution agreement
("Redhook Distribution Agreement") and ABI entered into a distribution agreement
("CBA Distribution Agreement") with Craft Brands Alliance LLC ("CBA"), a limited
liability company owned and organized by the Company and Widmer Brothers Brewing
Company ("Widmer") to market and sell the products of Redhook and Widmer in
specified states in western United States.
Pursuant to the Exchange and Recapitalization Agreement, ABI is entitled to
designate two members of the board of directors of the Company. ABI also
generally has the contractual right to have one of its designees sit on each
committee of the board of directors of the Company. The Exchange and
Recapitalization Agreement contains limitations on, among other matters, the
Company's ability to issue equity securities or acquire or sell assets, amend
its Articles of Incorporation or bylaws and adopt plans that may have the effect
of deterring a change in control of the Company and requires the Company to
refrain from voluntarily terminating its listing on the NASDAQ Stock Market.
SCHEDULE 13D
(Am. No. 2)
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CUSIP No. 757473 10 3 Page 5 of 10 Pages
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Pursuant to a Registration Rights Agreement between the Company and ABI,
ABI may require the Company to register with the Securities and Exchange
Commission the sale of securities held by ABI or its affiliates. Generally, ABI
may require the Company to undertake registration not more than three times in
any five year period. Prior to ABI's transfer of the securities other than by
means of a registered offering, ABI must generally permit the Company a prior
right to negotiate the terms of a purchase and sale with ABI and a right to
match any offer obtained by ABI for the securities.
The Redhook Distribution Agreement and the CBA Distribution Agreement are
each scheduled to terminate on December 31, 2024, subject to the right of ABI to
terminate each agreement on December 31, 2014. The agreements are also subject
to termination, among other reasons, as a result of breach or insolvency by
either party or, at the option of ABI, if ABI, CBA or their affiliates engage in
an act or omission that, in the sole determination of ABI, damages the
reputation or image of ABI or the brewing industry, a competitor of ABI acquires
10% or more of the equity securities in the Company or Widmer and a designee of
such competitor becomes a member of the board of directors of the Company or
Widmer or the current chief executive officer of CBA, the Company or Widmer
ceases to function as such and a successor satisfactory to ABI is not named.
Pursuant to the Exchange and Recapitalization Agreement, if the Redhook
Distribution Agreement or the CBA Distribution Agreement is terminated or the
distribution of the Redhook products is terminated under the CBA Distribution
Agreement, ABI may solicit and negotiate offers from third parties to purchase
all or substantially all of the assets or securities of the Company or to enter
into a merger or consolidation transaction with the Company and cause the board
of directors of the Company to consider any such offer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) BIC owns beneficially an aggregate of 2,761,713 shares of Common
Stock. These shares comprise 33.8% of the aggregate outstanding shares of
Common Stock.
(b) BIC has sole power to vote and sole power to dispose or direct the
disposition of all of the 2,761,713 shares of Common Stock owned beneficially by
it; however, the shares of Common Stock held by BIC are subject to certain
contractual restrictions on transfer. See Item 4 above.
(c) None.
(d)(e) Not applicable.
SCHEDULE 13D
(Am. No. 2)
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CUSIP No. 757473 10 3 Page 6 of 10 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
For a description of the Exchange and Recapitalization Agreement, the
Redhook Distribution Agreement, the CBA Distribution Agreement, and the
Registration Rights Agreement, see Item 4 above. The description herein of
certain terms of such Agreements is subject to the terms of the complete
agreements, which are incorporated by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Exchange and Recapitalization Agreement dated as of June 30, 2004
between the Company and A-BI (incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K dated July 1, 2004).
2. Master Distributor Agreement dated as of July 1, 2004 between the
Company and A-BI (incorporated by reference to Exhibit 10.2 to the Company's
Current Report on Form 8-K dated July 1, 2004).
3. Master Distributor Agreement dated as of July 1, 2004 between CBA and
A-BI (incorporated by reference to Exhibit 10.5 to the Company's Current Report
on Form 8-K dated July 1, 2004).
4. Registration Rights Agreement dated as of July 1, 2004 between the
Company and A-BI (incorporated by reference to Exhibit 10.3 to the Company's
Current Report on Form 8-K dated July 1, 2004).
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: July 1, 2004
ANHEUSER-BUSCH COMPANIES, INC.
By: /s/ W. RANDOLPH BAKER
Name: W. Randolph Baker
Title: Vice President and Chief Financial Officer
BUSCH INVESTMENT CORPORATION
By: /s/ DAVID C. SAUERHOFF
Name: David C. Sauerhoff
Title: Treasurer
SCHEDULE 13D
(Am. No. 2)
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CUSIP No. 757473 10 3 Page 7 of 10 Pages
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SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF
BUSCH INVESTMENT CORPORATION
(As of July 1, 2004)
NAME AND BUSINESS ADDRESS POSITION WITH THE COMPANY
------------------------- -------------------------
William J. Kimmins Jr.* Chairman of the Board and President
H. Murray Sawyer Jr. Vice President
1220 North Market Street
Suite 606
Wilmington, Delaware 19801
Laura H. Reeves* Secretary
David C. Sauerhoff* Treasurer
Denise R. Lynch* Assistant Treasurer-International
John D. Castagno* Tax Controller
William J. Kimmins Jr.* Director
Denise R. Lynch* Director
H. Murray Sawyer Jr. Director
1220 North Market Street
Suite 606
Wilmington, Delaware 19801
* The business address of each such person is One Busch Place,
St. Louis, Missouri 63118-1852.
SCHEDULE 13D
(Am. No. 2)
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CUSIP No. 757473 10 3 Page 8 of 10 Pages
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SCHEDULE II
EXECUTIVE OFFICERS AND DIRECTORS OF
ANHEUSER-BUSCH COMPANIES, INC.
(As of July 1, 2004)
EXECUTIVE OFFICER
NAME AND
BUSINESS ADDRESS POSITION WITH COMPANY
----------------- ---------------------
Patrick T. Stokes* President and Chief Executive Officer
and Director
August A. Busch III* Chairman of the Board and Director
W. Randolph Baker* Vice President and Chief Financial Officer
Stephen K. Lambright* Group Vice President and Senior Counsel
John E. Jacob* Executive Vice President - Global
Communications and Director
Thomas W. Santel* Vice President - Corporate Development
Stephen J. Burrows* Chief Executive Officer and President
of Anheuser-Busch International, Inc.
August A. Busch IV* President of Anheuser-Busch, Incorporated
Mark T. Bobak* Group Vice President and Chief Legal Officer
Joseph P. Sellinger* Chairman of the Board, Chief Executive
Officer, and President of Anheuser-Busch
Packaging Group, Inc.
Douglas J. Muhleman* Group Vice President - Brewing Operations
& Technology of Anheuser-Busch, Incorporated
Francine I. Katz* Vice President - Communications and
Consumer Affairs
Keith M. Kasen* Chairman of the Board and President of
Busch Entertainment Corporation
Joseph P. Castellano* Vice President - Corporate Human Resources
James F. Hoffmeister* Group Vice President - Procurement,
Logistics, and Agricultural Resources
of Anheuser-Busch, Incorporated
Robert C. Lachky* Vice President - Brand Management and
Director - Global Brand Creative of
Anheuser-Busch, Incorporated
Michael J. Owens* Vice President - Sales and Marketing
of Anheuser-Busch, Incorporated
Anthony T. Ponturo* Vice President - Global Media and Sports
Marketing of Anheuser-Busch, Incorporated
* The business address of each such person is One Busch Place,
St. Louis, Missouri 63118-1852.
SCHEDULE 13D
(Am. No. 2)
(Sched. II, cont'd)
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CUSIP No. 757473 10 3 Page 9 of 10 Pages
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NON-EMPLOYEE DIRECTOR
NAME AND PRINCIPAL OCCUPATION OF
BUSINESS ADDRESS POSITION WITH COMPANY NON-EMPLOYEE DIRECTORS
--------------------- --------------------- -----------------------
Carlos Fernandez G. Director Vice Chairman of the
Campos Eliseos No.400 Board and CEO, Grupo
piso 18, Modelo, S.A. de C.V.
Lomas de Chapultepec
Mexico, D.F., 11000
James J. Forese Director Operating Partner and
1455 Pennsylvania Ave. Chief Operating Officer,
N.W. Thayer Capital Partners
Suite 350
Washington, DC 20004
James R. Jones Director Co-Chairman and Chief
1501 M Street, NW Executive Officer,
Suite 700 Manatt Jones Global
Washington, DC 20005 Strategies
Charles F. Knight Director Chairman of the Board,
8000 West Florissant Emerson Electric
Avenue Company
P.O. Box 4100
St. Louis, MO 63136
Vernon R. Loucks, Jr. Director Chairman, The Aethena
1101 Skokie Boulevard Group, LLC
Suite 240
Northbrook, IL 60062
Vilma S. Martinez Director Partner, Munger, Tolles
355 South Grand Ave. & Olson
35th Floor
Los Angeles, CA 90071
William Porter Payne Director Partner, Gleacher
3455 Peachtree Rd., Partners, LLC
NE, Suite 975
Atlanta, GA 30326
SCHEDULE 13D
(Am. No. 2)
(Sched. II, cont'd)
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CUSIP No. 757473 10 3 Page 10 of 10 Pages
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NON-EMPLOYEE DIRECTOR
NAME AND PRINCIPAL OCCUPATION OF
BUSINESS ADDRESS POSITION WITH COMPANY NON-EMPLOYEE DIRECTORS
--------------------- --------------------- -----------------------
Joyce M. Roche' Director President and Chief
120 Wall Street Executive Officer,
New York, NY 10005 Girls Incorporated
Henry Hugh Shelton Director President, International
One Fountain Square Operations, M.I.C.
11911 Freedom Drive Industries
Reston, VA 20190-5668
Andrew C. Taylor Director Chairman and Chief
600 Corporate Park Dr. Executive Officer,
St. Louis, MO 63105 Enterprise Rent-A-Car
Company
Douglas A. Warner III Director Former Chairman of the
345 Park Avenue Board, J.P. Morgan
11th Floor Chase & Company
New York, NY 10154
Edward E. Whitacre, Jr. Director Chairman and Chief
175 E. Houston, Executive Officer,
Suite 1300 SBC Communications
San Antonio, TX 78205 Inc.
* The business address of each such person is One Busch Place,
St. Louis, Missouri 63118-1852.