Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 19 120K
2: EX-3.2 Articles of Incorporation/Organization or By-Laws 16 73K
3: EX-4.2 Instrument Defining the Rights of Security Holders 2 13K
4: EX-4.5 Instrument Defining the Rights of Security Holders 117 430K
5: EX-12 Statement re: Computation of Ratios 1 9K
6: EX-13 Annual or Quarterly Report to Security Holders 69± 320K
7: EX-14 Material Foreign Patent 9 24K
8: EX-21 Subsidiaries of the Registrant 5 31K
9: EX-23 Consent of Experts or Counsel 1 9K
10: EX-24 Power of Attorney 2 13K
11: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) 2± 11K
12: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) 2± 11K
13: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) 1 8K
14: EX-32.2 Certification per Sarbanes-Oxley Act (Section 906) 1 8K
EX-4.2 — Instrument Defining the Rights of Security Holders
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Exhibit 4.2
March 19, 1998
Boatmen's Trust Company, as Rights Agent
510 Locust Street
St. Louis, Missouri 63101
ChaseMellon Shareholder Services, L.L.C. as Successor Rights Agent,
200 North Broadway, Suite 1722
St. Louis, Missouri 63102
Re: Successor Rights Agent
Ladies and Gentlemen:
Pursuant to Section 21 of the Rights Agreement by and between Anheuser-Busch
Companies, Inc. and Boatmen's Trust Company dated October 26, 1994 (the
"Agreement") by execution and delivery of this letter agreement, Boatmen's
Trust Company hereby resigns as Rights Agent under the Agreement,
ChaseMellon Shareholder Services, L.L.C. (the "Successor Agent") is hereby
appointed successor rights agent under the Agreement and the Successor
Agent hereby accepts such appointment.
Furthermore, the Agreement is amended as follows:
(a) Section 2 hereby modified and amended by deleting: "as agent for the
Company and the holders of the Rights (who, in accordance with Section
3 hereof, shall prior to the Distribution Date also be the holders of
the Common Stock)" and replacing it with: "as rights agent hereunder."
(b) The second sentence in Section 3(b) is hereby modified and amended by
deleting: "and shall bear the following legend" and replacing it with:
"and shall bear a legend substantially to the following effect."
(c) Section 21 of the Rights Agreement is hereby modified and amended by
deleting the fifth sentence in its entirety and replacing it with:
"Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be either (a) a corporation organized and doing
business under the laws of the United States or of any state of the
United States, in good standing, which is authorized under such laws
to exercise corporate trust powers and is subject to supervision or
examination by federal or state authority and which has at the time of
its appointment as Rights Agent a combined capital and surplus of at
least $100,000,000 or (b) an Affiliate of such a corporation."
(d) All provisions of the Agreement not amended hereby shall remain in full
force and effect.
(e) This letter agreement shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such
State.
(f) This letter agreement may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be
an original, and all such counterparts shall together constitute but
one and the same instrument.
In executing this letter agreement, the Successor Agent shall be entitled to
all the privileges and immunities afforded to the Rights Agent and assumes
all obligations of the Rights Agent under the terms and conditions of the
Agreement.
ANHEUSER-BUSCH COMPANIES, INC.
By: /s/ Stephen K. Lambright
------------------------------------
Title: Group Vice President and General
Counsel
BOATMEN'S TRUST COMPANY,
as Rights Agent
By: /s/ Jerry L. Rector
--------------------------------------
Title: Vice President
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.,
as Successor Rights Agent
By: /s/ H. Eugene Bradford
--------------------------------------
Title: Vice President
Dates Referenced Herein and Documents Incorporated by Reference
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