InBev Moves to Oust A-B Board

InBev will up the pressure on Anheuser-Busch today with a plan to replace the American brewer's board of directors that rejected InBev's $46.3-billion takeover offer.

Belgium-based InBev said in a statement posted to its website that it would file a preliminary consent solicitation statement with the Securities and Exchange Commission today that would lead to Anheuser shareholders voting on the board's future.

InBev said it wanted to give shareholders a voice in its proposed takeover of the Budweiser and Michelob brewer in the face of the board's unwillingness to talk.

InBev, maker of Stella Artois, Beck's and Brahma, also announced its own proposed board, which includes Adolphus Busch IV, an uncle of the current chief executive of Anheuser.

InBev was also asking Anheuser shareholders to repeal any change to Anheuser's bylaws that might be made after June 26.

The SEC filing follows InBev's legal action launched last month at the Delaware Chancery Court in which it sought clarification that Anheuser shareholders could remove all 13 board members without cause.

In addition to Busch, InBev's nominated directors include:

• Marjorie L. Bowen, a former managing director of Houlihan Lokey Howard &
Zukin.

• G. Peter D’Aloia, the former senior vice president and CFO of Trane Inc.

• Ronald W. Dollens, former president and CEO of Guidant Corp.

• James E. Healey, former CFO of Nabisco Group Holdings

• John N. Lilly, former CEO of The Pillsbury Company

• Allan Z. Loren, former chairman and CEO of Dun & Bradstreet

• Ernest Mario, the former CEO of Glaxo Holdings

• Henry A. McKinnell, former chairman and CEO of Pfizer

• Paul M. Meister, CEO and co-founder of Liberty Lane Partners, LLC, a private investment firm and former CFO of Fisher Scientific International

• William T. Vinson, former chief counsel of Lockheed Martin

• Lawrence Keith Wimbush, adjunct professor of law at Thomas Cooley Law
School and former co-practice leader in the legal specialist group of Korn/Ferry International

• Larry D. Yost, former chairman and CEO of ArvinMeritor