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<SEC-DOCUMENT>0000950124-01-000075.txt : 20010122
<SEC-HEADER>0000950124-01-000075.hdr.sgml : 20010122
ACCESSION NUMBER:		0000950124-01-000075
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20010108
GROUP MEMBERS:		ANHEUSER BUSCH COMPANIES INC
GROUP MEMBERS:		ANHEUSER-BUSH INTERANTIONAL HOLDINGS, INC.
GROUP MEMBERS:		ANHEUSER-BUSH INTERNATIONAL, INC.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			UNITED BREWERIES COMPANY INC
		CENTRAL INDEX KEY:			0000888746
		STANDARD INDUSTRIAL CLASSIFICATION:	MALT BEVERAGES [2082]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		
		SEC FILE NUMBER:	005-60071
		FILM NUMBER:		1503603

	BUSINESS ADDRESS:	
		STREET 1:		AHUMADA 131
		CITY:			SANTIAGO CHILE
		STATE:			F3
		ZIP:			00000
		BUSINESS PHONE:		2125305000

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ANHEUSER BUSCH COMPANIES INC
		CENTRAL INDEX KEY:			0000310569
		STANDARD INDUSTRIAL CLASSIFICATION:	MALT BEVERAGES [2082]
		IRS NUMBER:				431162835
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		ONE BUSCH PL
		CITY:			ST LOUIS
		STATE:			MO
		ZIP:			63118
		BUSINESS PHONE:		3145772000

	MAIL ADDRESS:	
		STREET 1:		ONE BUSCH PL
		CITY:			ST LOUIS
		STATE:			MO
		ZIP:			63118
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>c59463sc13d.txt
<DESCRIPTION>SCHEDULE 13D
<TEXT>

<PAGE>   1

                                 SCHEDULE 13D

                                 (RULE 13d-101)

  Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
               Amendments Thereto Filed Pursuant to Rule 13d-2(a)

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13D

                  Under the Securities Exchange Act of 1934
                            (Amendment No.        )*


                        COMPANIA CERVECERIAS UNIDAS S.A.
     UNITED BREWERIES COMPANY, INC. (English translation of Name of Issuer)
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                     COMMON STOCK, NO PAR VALUE, INCLUDING
        SHARES OF COMMON STOCK IN THE FORM OF AMERICAN DEPOSITARY SHARES
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                   204429104
- --------------------------------------------------------------------------------
                                 (CUSIP Number)


                                JoBeth G. Brown
                          Vice President and Secretary
                         Anheuser-Busch Companies, Inc.
                                One Busch Place
                           St. Louis, Missouri 63118
                                 (314)577-2000
- --------------------------------------------------------------------------------
          (Name, Address and Telephone Number of Person Authorized to
                      Receive Notices and Communications)


                               DECEMBER 28, 2000
- --------------------------------------------------------------------------------
            (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 Rule 13d-1(e), 13d-1(f) or 13d-1(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 Rule
     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).


                               Page 1 of 19 Pages
<PAGE>   2

CUSIP NO. 204429104               13D                        PAGE 2 OF 19 PAGES
- --------------------------------------------------------------------------------
1   NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
    (ENTITIES ONLY)

                         Anheuser-Busch Companies, Inc.

                                   43-1162835
- --------------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (See Instructions)
                                                                         (a) [ ]
                                                                         (b) [X]
- --------------------------------------------------------------------------------
3   SEC USE ONLY


- --------------------------------------------------------------------------------
4   SOURCE OF FUNDS (See Instructions)

                                        WC
- --------------------------------------------------------------------------------
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
    TO ITEM 2(d) OR 2(e)                                                     [ ]

- --------------------------------------------------------------------------------
6   CITIZENSHIP OR PLACE OF ORGANIZATION

                                             Delaware
- --------------------------------------------------------------------------------
                7   SOLE VOTING POWER
  NUMBER OF
                                             None
   SHARES      -----------------------------------------------------------------
                8   SHARED VOTING POWER
BENEFICIALLY
                                             51,739,145
OWNED BY EACH  -----------------------------------------------------------------
                9   SOLE DISPOSITIVE POWER
  REPORTING
                                             None
   PERSON      -----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER
    WITH
                                             51,739,145
- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                   51,739,145
- --------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES (See Instructions)                                       [ ]

- --------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                     16.2%
- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON (See Instructions)

                                      CO
- --------------------------------------------------------------------------------
<PAGE>   3

CUSIP NO. 204429104               13D                        PAGE 3 OF 19 PAGES
- --------------------------------------------------------------------------------
1   NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
    (ENTITIES ONLY)

                       Anheuser-Busch International, Inc.

                                   43-1213600
- --------------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (See Instructions)
                                                                         (a) [ ]
                                                                         (b) [X]
- --------------------------------------------------------------------------------
3   SEC USE ONLY


- --------------------------------------------------------------------------------
4   SOURCE OF FUNDS (See Instructions)

                                        WC
- --------------------------------------------------------------------------------
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
    TO ITEM 2(d) OR 2(e)                                                     [ ]

- --------------------------------------------------------------------------------
6   CITIZENSHIP OR PLACE OF ORGANIZATION

                                             Delaware
- --------------------------------------------------------------------------------
                7   SOLE VOTING POWER
  NUMBER OF
                                             None
   SHARES      -----------------------------------------------------------------
                8   SHARED VOTING POWER
BENEFICIALLY
                                             51,739,145
OWNED BY EACH  -----------------------------------------------------------------
                9   SOLE DISPOSITIVE POWER
  REPORTING
                                             None
   PERSON      -----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER
    WITH
                                             51,739,145
- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                   51,739,145
- --------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES (See Instructions)                                       [ ]

- --------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                     16.2%
- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON (See Instructions)

                                      CO
- --------------------------------------------------------------------------------

<PAGE>   4

CUSIP NO. 204429104               13D                        PAGE 4 OF 19 PAGES
- --------------------------------------------------------------------------------
1   NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
    (ENTITIES ONLY)

                  Anheuser-Busch International Holdings, Inc.

                                   51-0348308
- --------------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (See Instructions)
                                                                         (a) [ ]
                                                                         (b) [X]
- --------------------------------------------------------------------------------
3   SEC USE ONLY


- --------------------------------------------------------------------------------
4   SOURCE OF FUNDS (See Instructions)

                                        WC
- --------------------------------------------------------------------------------
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
    TO ITEM 2(d) OR 2(e)                                                     [ ]

- --------------------------------------------------------------------------------
6   CITIZENSHIP OR PLACE OF ORGANIZATION

                                             Delaware
- --------------------------------------------------------------------------------
                7   SOLE VOTING POWER
  NUMBER OF
                                             None
   SHARES      -----------------------------------------------------------------
                8   SHARED VOTING POWER
BENEFICIALLY
                                             51,739,145
OWNED BY EACH  -----------------------------------------------------------------
                9   SOLE DISPOSITIVE POWER
  REPORTING
                                             None
   PERSON      -----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER
    WITH
                                             51,739,145
- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                   51,739,145
- --------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES (See Instructions)                                       [ ]

- --------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                     16.2%
- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON (See Instructions)

                                      CO
- --------------------------------------------------------------------------------

<PAGE>   5


CUSIP NO.                         13D                        PAGE 5 OF 19 PAGES
204429104

ITEM 1.  SECURITY AND ISSUER

         This Statement on Schedule 13D relates to shares of Common Stock, no
par value per share (the "Shares"), of the Issuer. The address of the principal
executive offices of the Issuer is Bandera 84, Sixth Floor, Santiago, Chile.

ITEM 2.  IDENTITY AND BACKGROUND

         (a) - (c) and (f). This Statement is being filed by Anheuser-Busch
Companies, Inc. ("ABC"), Anheuser-Busch International, Inc. ("ABII") and
Anheuser-Busch International Holdings, Inc. ("ABIH", and together with ABC and
ABII, the "Reporting Persons"). Each of the Reporting Persons is organized as a
corporation under the laws of the State of Delaware; each of ABC and ABII has
its principal business address at One Busch Place, St. Louis, Missouri 63118 and
ABIH has its principal business address at c/o Registered Agents, Ltd., 1220 N.
Market Street, Suite 606, Wilmington, Delaware 19801. ABC is the holding company
parent to a number of subsidiaries involved in the business of brewing beer and
various other business operations, including those related to the production and
acquisition of brewing raw materials, the manufacture and recycling of aluminum
beverage containers and the operation of theme parks. ABII is 100% owned by ABC
and brews and distributes beer in foreign countries. ABIH is 100% owned by ABII
and holds equity investments in foreign brewers. This Statement is being filed
by ABIH as the direct beneficial owner of the Shares to which this Statement
relates and by each of ABC and ABII as an indirect beneficial owner of such
Shares; ABII is an indirect beneficial owner of such Shares because it controls
ABIH as its 100% owner and ABC is an indirect beneficial owner of such Shares
because it controls ABII as its 100% owner.

         The names, business addresses, principal occupations and citizenship of
the directors and executive officers of each of the Reporting Persons are set
forth in Annex A hereto and are incorporated herein by reference.

         (d) and (e). During the last five years, none of the Reporting Persons
and, to the best knowledge of the Reporting Persons, none of the executive
officers or directors of the Reporting Persons has (i) been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

         On December 28, 2000, the Reporting Persons, through their financial
advisor, UBS Warburg LLC, agreed with Compania de Petroleos de Chile S.A., a
public corporation organized and existing under the laws of Chile ("Copec"), to
purchase Shares representing approximately 7.5% of the total issued and
outstanding Shares (including the Shares represented by American Depositary
Shares, the "Total Equity") from Copec or its affiliates on the terms and
conditions described in a letter agreement dated December 28, 2000, between UBS
Warburg LLC, as financial advisor to the Reporting Persons, and Copec (the
"Letter Agreement"). A form of the Letter Agreement is attached hereto as
Exhibit 1.



<PAGE>   6


CUSIP NO.                         13D                        PAGE 6 OF 19 PAGES
204429104


The terms of the Letter Agreement are incorporated herein by this reference.
Subsequent to entering into the Letter Agreement, ABIH, Copec and Compania de
Inversiones Mobiliarias Limitada, a limited liability company organized and
existing under the laws of the Republic of Chile and a subsidiary of Copec
("Cimol") entered into a Promissory Purchase Agreement dated as of January 3,
2001 relating to the acquisition by ABIH of 23,887,716 Shares (representing
approximately 7.5% of the Total Equity) from Cimol (the "Promissory Agreement").
A form of Promissory Agreement is attached hereto as Exhibit 2. The terms of the
Promissory Agreement are incorporated herein by this reference.

         In addition to the Shares to be purchased from Cimol, 24,805,929 Shares
have been purchased in open market transactions on the Santiago Stock Exchange
(including 20,700,000 in an open market auction) and American Depositary Shares
representing 3,045,500 Shares have been purchased in open market transaction on
the New York Stock Exchange, as described in Item 5(c).

         The aggregate purchase price for the Shares purchased from Cimol is
approximately $119,400,000. The aggregate purchase price for the Shares
purchased from parties other than Cimol (including commissions) is approximately
$141,100,000. All of the approximately $260,500,000 of funds used or to be used
to purchase the Shares reported in this statement will come from the available
resources of the Reporting Persons and from no specific borrowings.

         The Letter Agreement and the Promissory Agreement are incorporated by
reference in this statement under various items, including this Item 3, and any
descriptions thereof contained in this statement are qualified in their entirety
by reference to such Agreements.

ITEM 4.  PURPOSE OF TRANSACTION

         Prior to its entering into the Letter Agreement, the Promissory
Agreement or acquiring any interest in any of the Shares, the Reporting Persons
had been considering for some time various ways of making a direct or indirect
significant investment in the Issuer as part of its strategy to expand its
operations in the South American region. ABIH has been a minority shareholder in
(owning shares representing approximately 11% of the equity of) the Argentinean
beer subsidiary of the Issuer for over five years. As a result of its
relationship with this Argentinean subsidiary of the Issuer, the Reporting
Persons have developed confidence in the management capabilities of the Issuer
and have actively searched for ways to expand the relationship of the Reporting
Persons with the Issuer. The acquisition of the Shares provides the Reporting
Persons with such an opportunity.

         The Reporting Persons will continue to evaluate their ownership of
Shares and the Issuer's business and industry. In order to do so, the Reporting
Persons anticipate that they may have discussions with other parties, including,
without limitation, other shareholders of the Issuer, relating to, among other
things, the Issuer and the business and prospects of the Issuer. Depending on
market conditions and other factors that the Reporting Persons (or their
affiliates) may deem material to their investment decisions, the Reporting
Persons (or their affiliates) may from time to time seek to acquire or acquire,
directly or indirectly, additional Shares, through open market purchases,
privately negotiated transactions or otherwise, upon such terms and at such
prices as such persons may determine. Furthermore, while the Reporting Persons
have no present intention of doing so, they (and their affiliates) reserve the
right to dispose of any or all direct or indirect interest in Shares acquired by
them. In addition, the Reporting Persons intend to explore


<PAGE>   7


CUSIP NO.                         13D                        PAGE 7 OF 19 PAGES
204429104

with the Issuer the possible election of representatives or designees of ABIH to
the Issuer's Board, in light of the number of Shares owned by ABIH.

         In the Promissory Agreement, ABIH has agreed to acquire Shares from
Cimol at a higher purchase price than it could have otherwise in light of
Copec's and/or Cimol's assistance to ABIH in acquiring Shares in addition to the
23,887,716 Shares ABIH has agreed to acquire from Cimol. A similar agreement was
made by ABIH in the Letter Agreement. The terms of the Promissory Agreement and
the Letter Agreement are incorporated herein by this reference.

         ABIH  is considering converting the American Depositary Shares it has
purchased into the Shares represented thereby.

         Except as otherwise set forth in this Item 4, none of the Reporting
Persons have any present plans or proposals which relate to or would result in
(i) the acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (iv) any change in the
present Board of Directors or management of the Issuer; (v) any material change
in the present capitalization or dividend policy of the Issuer or any material
change in the Issuer's business or corporate structure; (vi) any material
change in the Issuer's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (vii) any class of securities of the Issuer to be delisted from a
national securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(viii) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act of
1934, as amended; or (ix) any action similar to any of those actions set forth
in this paragraph involving the Issuer, the Shares or any other equity security
of the Issuer.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

         To the best of the Reporting Persons' knowledge based on the
information contained in the Issuer's Annual Report on Form 20-F for the period
ended December 31, 1999, the aggregate number of outstanding Shares (including
Shares represented by American Depositary Shares) is 318,502,872.

         (a) ABIH beneficially owns 51,739,145 Shares, which includes (i)
23,887,716 Shares which it has the right to acquire pursuant to the terms of the
Letter Agreement and the Promissory Agreement (the terms of each of which are
incorporated herein by this reference) (ii) 3,045,500 Shares represented by
American Depositary Shares and (iii) 24,805,929 Shares purchased in open market
transactions on the Santiago Stock Exchange (including 20,700,000 Shares
purchased in an open market auction on the Santiago Stock Exchange). Each of
ABII and ABC beneficially own 51,739,145 Shares, which, in each case, includes
(i) 23,887,716 Shares which it has the right to acquire pursuant to the terms
of the Letter Agreement and the Promissory Agreement (ii) 3,045,500 Shares
represented by American Depositary Shares and (iii) 24,805,929 Shares purchased
in open market transactions in the Santiago Stock Exchange (including 20,700,000
Shares purchased in an open market auction on the Santiago Stock Exchange). The
51,739,145 Shares beneficially owned by each of ABC and ABII include all of the
Shares beneficially owned by ABIH. This Statement is being filed by ABIH as the
direct beneficial owner of the Shares to which this Statement relates and by
each of ABC and ABII as an indirect beneficial owner of such Shares; ABII is an
indirect beneficial owner of such Shares because it controls

<PAGE>   8


CUSIP NO.                         13D                        PAGE 8 OF 19 PAGES
204429104

ABIH as its 100% owner and ABC is an indirect beneficial owner of such Shares
because it controls ABII as its 100% owner. The 51,739,145 Shares beneficially
owned by the Reporting Persons represent 16.2% of the Shares. To the knowledge
of the Reporting Persons, none of the executive officers or directors of the
Reporting Persons beneficially own any Shares.

         (b) The Reporting Persons share the power to vote or direct the vote of
all 51,739,145 Shares which they beneficially own and share the power to dispose
of or direct the disposition of all 51,739,145 Shares which they beneficially
own. As indicated in (a) above, to the knowledge of the Reporting Persons, none
of the executive officers or directors of the Reporting Persons beneficially own
any Shares.

         (c) Other than (i) the transactions with Copec and/or Cimol pursuant to
the Letter Agreement described in response to Items 3 and 4 (which responses are
incorporated herein by reference) and the Promissory Agreement described in
response to Items 3 and 4 (which responses are incorporated herein by reference)
and (ii) the following open market transactions by ABIH with parties other
than Copec or Cimol, there have been no transactions in Shares or, to the
knowledge of the Reporting Persons, by any of the executive officers or
directors of any of the Reporting Persons, during the past 60 days:

<TABLE>
<CAPTION>

            Date                     Number of Shares             Approximate Purchase           Where and How
            ----                     ----------------               Price Per Share                Effected
                                                                    ---------------                --------
<S>                                  <C>                          <C>                    <C>
       January 4, 2001*                 20,700,000                      $5.07              Open market purchase through an
                                                                                             auction process on the Santiago
                                                                                             Exchange

       January 4, 2001                   3,975,991                      $5.06               Open market purchase on
                                                                                             the Santiago Exchange

      January 4, 2001**                  1,068,500                      $5.04               Open market purchase on
                                                                                          the New York Stock Exchange

       January 5, 2001                     129,938                      $5.03               Open market purchase on
                                                                                             the Santiago Exchange

      January 5, 2001**                  1,977,000                      $5.06               Open market purchase on
                                                                                          the New York Stock Exchange

</TABLE>

                  * These purchases were arranged with the assistance of Copec
and/or Cimol, as contemplated by the Letter Agreement and the Promissory
Agreement described in response to Items 3 and 4.

<PAGE>   9

CUSIP NO.                         13D                        PAGE 9 OF 19 PAGES
204429104


                  ** These purchases were of American Depositary Shares, each of
which represent five Shares. The number of Shares and the purchase price per
Share shown are the per Share equivalents for such American Depositary Shares.

        (d)       Not applicable.

        (e)       Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER


        ABIH has agreed to pay customary commissions to UBS Warburg, LLC and
Larrain Vial in connection with the [open market] purchases described in Item
5(c).

        Other than the Letter Agreement described in response to Items 3 and 4
(which responses are incorporated herein by reference) and the Promissory
Agreement described in response to Items 3 and 4 (which responses are
incorporated herein by reference) and the transactions contemplated thereby,
[currently] there are no other contracts, arrangements, understandings or
relationships between ABC, ABII or ABIH and any other person, or, to the best
knowledge of ABC, ABII or ABIH, among any of ABC's, ABII's or ABIH's executive
officers or directors or between any of ABC's, ABII's or ABIH's executive
officers or directors and any other person, with respect to the Shares.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

        Exhibit 1    Letter Agreement dated as of December 28, 2000.

        Exhibit 2    Promissory Agreement dated as of January 3, 2001.


<PAGE>   10

CUSIP NO.                         13D                        PAGE 10 OF 19 PAGES
204429104


         The undersigned hereby agree that this statement is filed on behalf of
each of the Reporting Persons.

SIGNATURE

         After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.

         Dated: January 8, 2001

                             ANHEUSER-BUSCH COMPANIES, INC.


                             By: /s/ John Koykka
                                --------------------------
                                      Name:  John Koykka
                                      Title: Vice President, International
                                               Development

                             ANHEUSER-BUSCH INTERNATIONAL, INC.


                             By: /s/ John Koykka
                                --------------------------
                                      Name:  John Koykka
                                      Title: Executive Vice President--Strategic
                                               Planning and Business Development


                             ANHEUSER-BUSCH INTERNATIONAL HOLDINGS, INC.


                             By: /s/ John Koykka
                                --------------------------
                                      Name:  John Koykka
                                      Title: Executive Vice President--Strategic
                                               Planning and Development



<PAGE>   11

CUSIP NO.                         13D                        PAGE 11 OF 19 PAGES
204429104


                                     ANNEX A

              Listed below are the names, addresses, positions held and
principal occupations of the directors and executive officers of Anheuser-Busch
Companies, Inc. Except for Mr. Fernandez, each of the persons listed below is a
United States citizen. Mr. Fernandez is a citizen of Mexico.



DIRECTORS AND EXECUTIVE OFFICERS OF ANHEUSER-BUSCH COMPANIES, INC.

<TABLE>
<CAPTION>

           NAME                            ADDRESS                  POSITION WITH COMPANY      PRINCIPAL OCCUPATION
           ----                            -------                  ---------------------      --------------------
<S>                             <C>                               <C>                        <C>
Victor G. Abbey                        One Busch Place              Chairman of the Board     Chairman of the Board
                                  St. Louis, Missouri 63118         and President of the      and President of Busch
                                                                    Company's subsidiary          Entertainment
                                                                     Busch Entertainment           Corporation
                                                                         Corporation

W.R. Baker                             One Busch Place            Vice President and Chief      Vice President and
                                  St. Louis, Missouri 63118           Financial Officer          Chief Financial
                                                                                             Officer, Anheuser-Busch
                                                                                                 Companies, Inc.

Mark T. Bobak                          One Busch Place            Vice President-Corporate             Vice
                                  St. Louis, Missouri 63118            Human Resources         President-Corporate
                                                                                                Human Resources of
                                                                                                  Anheuser-Busch
                                                                                                 Companies, Inc.

Stephen J. Burrows                     One Busch Place                      Vice                       Vice
                                  St. Louis, Missouri 63118        President-International   President-International
                                                                         Operations               Operations of
                                                                                                  Anheuser-Busch
                                                                                                 Companies, Inc.

August A. Busch III                    One Busch Place              Chairman of the Board     Chairman of the Board
                                  St. Louis, Missouri 63118             and President             and President,
                                                                                                  Anheuser-Busch
                                                                                                 Companies, Inc.

August A. Busch IV                     One Busch Place            Vice President and Group      Vice President and
                                  St. Louis, Missouri 63118               Executive             Group Executive of
                                                                                                  Anheuser-Busch
                                                                                                 Companies, Inc.

Bernard A. Edison                  500 Washington Avenue,                 Director                    Former
                                         Suite 1234                                             President--Edison
                                  St. Louis, Missouri 63101                                   Brothers Stores, Inc.

</TABLE>

<PAGE>   12


CUSIP NO.                         13D                        PAGE 12 OF 19 PAGES
204429104


<TABLE>
<S>                             <C>                               <C>                        <C>
Carlos Fernandez G.                Campos Eliseos No. 400                 Director           Chief Executive Officer
                                           piso 18                                            of Grupo Modelo, S.A.
                                    Lomas de Chapultepec                                             de C.V.
                                     11000 Mexico, D.F.

J.E. Jacob                             One Busch Place            Director, Executive Vice        Executive Vice
                                  St. Louis, Missouri 63118          President and Chief       President and Chief
                                                                   Communications Officer    Communications Officer,
                                                                                                  Anheuser-Busch
                                                                                                 Companies, Inc.

James R. Jones                   1501 M Street NW, Suite 700              Director           Partner of the law firm
                                    Washington, DC 20005                                       of Manatt, Phelps &
                                                                                              Phillips and Chairman
                                                                                                 of the Board of
                                                                                                 Globeranger.com

Donald W. Kloth                        One Busch Place            Vice President and Group      Vice President and
                                  St. Louis, Missouri 63118               Executive             Group Executive of
                                                                                                  Anheuser-Busch
                                                                                                 Companies, Inc.

Charles F. Knight                8000 West Florissant Avenue              Director            Chairman of the Board
                                         PO Box 4100                                         of Emerson Electric Co.
                                  St. Louis, Missouri 63136

Gerhardt A. Kraemer                    One Busch Place                   Senior Vice               Senior Vice
                                  St. Louis, Missouri 63118        President-World Brewing   President-World Brewing
                                                                       and Technology           and Technology of
                                                                                                  Anheuser-Busch
                                                                                                 Companies, Inc.

S.K. Lambright                         One Busch Place            Group Vice President and     Group Vice President
                                  St. Louis, Missouri 63118            General Counsel         and General Counsel,
                                                                                                  Anheuser-Busch
                                                                                                 Companies, Inc.

Aloys H. Litteken                      One Busch Place            Vice President-Corporate             Vice
                                  St. Louis, Missouri 63118              Engineering           President-Corporate
                                                                                                  Engineering of
                                                                                                  Anheuser-Busch
                                                                                                 Companies, Inc.

Vernon R. Loucks, Jr.              1101 Skokie Boulevard,                 Director            Chairman of the Board
                                          Suite 240                                              of InLight, Inc.
                                 Northbrook, Illinois 60062

</TABLE>

<PAGE>   13


CUSIP NO.                         13D                        PAGE 13 OF 19 PAGES
204429104

<TABLE>
<S>                             <C>                               <C>                        <C>
Vilma S. Martinez                  335 South Grand Avenue                 Director            Partner in law firm of
                                         35th Floor                                           Munger, Tolles & Olson
                                Los Angeles, California 90071

James B. Orthwein                   8000 Maryland Avenue                  Director              Partner of Precise
                                          Suite 220                                              Capital, L.P., a
                                   Clayton, Missouri 63105                                      private investment
                                                                                                   partnership

William Porter Payne               3455 Peachtree Road, NE                Director            Chairman of the Board
                                          Suite 975                                             of Orchestrate.com
                                   Atlanta, Georgia 30326

John H. Purnell                        One Busch Place            Executive Vice President        Executive Vice
                                  St. Louis, Missouri 63118                                        President of
                                                                                                  Anheuser-Busch
                                                                                                 Companies, Inc.

Joyce M. Roche                       Girls Incorporated                   Director             Self-employed as an
                                       120 Wall Street                                        independent marketing
                                  New York, New York 10023                                          consultant

Thomas W. Santel                       One Busch Place            Vice President-Corporate             Vice
                                  St. Louis, Missouri 63118              Development           President-Corporate
                                                                                                  Development of
                                                                                                  Anheuser-Busch
                                                                                                 Companies, Inc.

Joseph P. Sellinger                    One Busch Place            Vice President and Group      Vice President and
                                  St. Louis, Missouri 63118               Executive             Group Executive of
                                                                                                  Anheuser-Busch
                                                                                                 Companies, Inc.

Patrick T. Stokes                      One Busch Place                Director, Senior        Senior Executive Vice
                                  St. Louis, Missouri 63118       Executive Vice President         President of
                                                                                                  Anheuser-Busch
                                                                                                 Companies, Inc.

Andrew C. Taylor                  600 Corporate Park Drive                Director             President and Chief
                                  St. Louis, Missouri 63105                                    Executive Officer of
                                                                                              Enterprise Rent-A-Car
                                                                                                     Company

</TABLE>


<PAGE>   14

CUSIP NO.                         13D                        PAGE 14 OF 19 PAGES
204429104


<TABLE>
<S>                             <C>                               <C>                        <C>
Douglas A. Warner III                  60 Wall Street                     Director            Chairman of the Board
                                  New York, New York 10260                                    of J.P. Morgan Chase &
                                                                                                       Co.

Edward E. Whitacre, Jr.          175 E. Houston, Suite 1300               Director            Chairman of the Board
                                  San Antonio, Texas 78205                                     and Chief Executive
                                                                                                  Officer of SBC
                                                                                               Communications, Inc.

</TABLE>

              Listed below are the names, addresses, positions held and
principal occupations of the directors and executive officers of Anheuser-Busch
International, Inc. Except for Andrew Day, each of the persons listed below is a
United States citizen. Mr. Day is a citizen of the United Kingdom.


DIRECTORS AND EXECUTIVE OFFICERS OF ANHEUSER-BUSCH INTERNATIONAL, INC.
- ----------------------------------------------------------------------

<TABLE>
<CAPTION>

             NAME                         ADDRESS               POSITION WITH COMPANY        PRINCIPAL OCCUPATION
             ----                         -------               ---------------------        --------------------
<S>                              <C>                          <C>                         <C>
Larry D. Baumann                      One Busch Place              Director, Vice          Director of International
                                 St. Louis, Missouri 63118        President-Finance        Finance of Anheuser-Busch,
                                                                                                 Incorporated

Mark T. Bobak                         One Busch Place                 Director             Vice President-Corporate
                                 St. Louis, Missouri 63118                                    Human Resources of
                                                                                           Anheuser-Busch Companies,
                                                                                                     Inc.

Stephen J. Burrows                    One Busch Place         Director, Chief Executive              Vice
                                 St. Louis, Missouri 63118      Officer and President       President-International
                                                                                                 Operations of
                                                                                           Anheuser-Busch Companies,
                                                                                                     Inc.

August A. Busch IV                    One Busch Place                 Director             Vice President and Group
                                 St. Louis, Missouri 63118                                       Executive of
                                                                                           Anheuser-Busch Companies,
                                                                                                     Inc.

Martin Cargas                         One Busch Place              Director, Vice          Vice President-Government
                                 St. Louis, Missouri 63118      President-Government        Affairs, Anheuser-Busch
                                                                       Affairs                International, Inc.
</TABLE>


<PAGE>   15


CUSIP NO.                         13D                        PAGE 15 OF 19 PAGES
204429104

<TABLE>
<S>                              <C>                          <C>                         <C>
Andrew Day                            One Busch Place         Director, Vice President        Vice President and
                                 St. Louis, Missouri 63118          and Managing             Managing Director of
                                                                   Director-Europe        Anheuser-Busch Europe, Ltd.

David R. English                      One Busch Place                 Director              Vice President-Premium
                                 St. Louis, Missouri 63118                                  Brands, Anheuser-Busch,
                                                                                                 Incorporated

John J. Hanichak III                  One Busch Place              Director, Vice           Vice President, Sales &
                                 St. Louis, Missouri 63118        President-Sales &         Marketing, Asia-Pacific
                                                               Marketing, Asia-Pacific    and Canada, Anheuser-Busch
                                                                     and Canada               International, Inc.

William J. Kimmins, Jr.               One Busch Place         Director, Vice President        Vice President and
                                 St. Louis, Missouri 63118          and Treasurer                Treasurer of
                                                                                           Anheuser-Busch Companies,
                                                                                                     Inc.

John S. Koykka                        One Busch Place         Director, Executive Vice          Vice President,
                                 St. Louis, Missouri 63118       President-Strategic       International Development
                                                                Planning and Business          of Anheuser-Busch
                                                                     Development                Companies, Inc.

Robert C. Lachky                      One Busch Place                 Director               Vice President, Brand
                                 St. Louis, Missouri 63118                                        Management,
                                                                                                Anheuser-Busch,
                                                                                                 Incorporated

James E. Lambert Jr.                  One Busch Place                 Director                 Director, Process
                                 St. Louis, Missouri 63118                                    Engineering Group,
                                                                                           Anheuser-Busch Companies,
                                                                                                     Inc.

Stephen D. LeResche                   One Busch Place                 Director               Vice President-Public
                                 St. Louis, Missouri 63118                                      Communications,
                                                                                           Anheuser-Busch Companies,
                                                                                                     Inc.

Douglas J. Muhleman                   One Busch Place                 Director              Vice President-Brewing,
                                 St. Louis, Missouri 63118                                Anheuser-Busch Incorporated

David A. Poldoian                     One Busch Place                 Director             Senior Strategy Advisor,
                                    St. Louis, Missouri                                            Anheuser-

</TABLE>


<PAGE>   16


CUSIP NO.                         13D                        PAGE 16 OF 19 PAGES
204429104

<TABLE>
<S>                              <C>                          <C>                         <C>
                                           63118                                             Busch Companies, Inc.

Anthony T. Ponturo                    One Busch Place                 Director             Vice President, Corporate
                                 St. Louis, Missouri 63118                                 Media & Sports Marketing,
                                                                                                Anheuser-Busch,
                                                                                                 Incorporated

John H. Purnell                       One Busch Place                 Director             Executive Vice President
                                 St. Louis, Missouri 63118                                     of Anheuser-Busch
                                                                                                Companies, Inc.

Michael R. Redohl                     One Busch Place                 Director                  Group Director,
                                 St. Louis, Missouri 63118                                       Procurement,
                                                                                           Anheuser-Busch Companies,
                                                                                                     Inc.

Thomas W. Santel                      One Busch Place                 Director             Vice President-Corporate
                                 St. Louis, Missouri 63118                                      Development of
                                                                                           Anheuser-Busch Companies,
                                                                                                     Inc.

James E. Schobel                      One Busch Place           Director, Senior Vice             Senior Vice
                                 St. Louis, Missouri 63118     President-Legal Affairs    President-Legal Affairs of
                                                                                                Anheuser-Busch
                                                                                              International, Inc.

Mark F. Schumm                        One Busch Place              Director, Vice                    Vice
                                    St. Louis, Missouri        President-International      President-International
                                           63118                Business Planning and        Business Planning and
                                                                     Development                Development of
                                                                                                Anheuser-Busch
                                                                                              International, Inc.

Patrick T. Stokes                     One Busch Place           Chairman of the Board        Senior Executive Vice
                                 St. Louis, Missouri 63118                                       President of
                                                                                           Anheuser-Busch Companies,
                                                                                                     Inc.
</TABLE>


<PAGE>   17

CUSIP NO.                         13D                        PAGE 17 OF 19 PAGES
204429104



              Listed below are the names, addresses, positions held and
principal occupations of the directors and executive officers of Anheuser-Busch
International Holdings, Inc. Except for Andrew Day and Alejandro Strauch, each
of the persons listed below is a United States citizen. Mr. Day is a citizen of
the United Kingdom and Mr. Strauch is a citizen of Uruguay.

DIRECTORS AND EXECUTIVE OFFICERS OF ANHEUSER-BUSCH INTERNATIONAL HOLDINGS, INC.
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>

           NAME                            ADDRESS                  POSITION WITH COMPANY      PRINCIPAL OCCUPATION
           ----                            -------                  ---------------------      --------------------
<S>                              <C>                              <C>                        <C>
Larry D. Baumann                       One Busch Place             Vice President-Finance          Director of
                                  St. Louis, Missouri 63118                                   International Finance
                                                                                                of Anheuser-Busch,
                                                                                                   Incorporated

Stephen J. Burrows                     One Busch Place                    President                    Vice
                                  St. Louis, Missouri 63118                                  President-International
                                                                                                  Operations of
                                                                                                  Anheuser-Busch
                                                                                                 Companies, Inc.

Philip C. Davis                        One Busch Place               Vice President and         Vice President and
                                  St. Louis, Missouri 63118               Managing             Managing Director of
                                                                  Director-Anheuser-Busch,    Anheuser-Busch, Asia,
                                                                            China                      Inc.

Andrew Day                             One Busch Place               Vice President and         Vice President and
                                  St. Louis, Missouri 63118       Regional Director-Europe     Managing Director of
                                                                                              Anheuser-Busch Europe,
                                                                                                       Ltd.

William J. Kimmins, Jr.                One Busch Place            Director, Vice President      Vice President and
                                  St. Louis, Missouri 63118             and Treasurer         Treasurer of Anheuser-
                                                                                              Busch Companies, Inc.

John S. Koykka                         One Busch Place             Vice President-Business       Vice President,
                                  St. Louis, Missouri 63118       Development and Strategy        International
                                                                                                  Development of
                                                                                                  Anheuser-Busch
                                                                                                 Companies, Inc.

Jesus Rangel                           One Busch Place               Vice President and       Vice President, Latin
                                  St. Louis, Missouri 63118               Regional              American Region of
                                                                      Director-Americas           Anheuser-Busch
                                                                                               International, Inc.

</TABLE>


<PAGE>   18

CUSIP NO.                         13D                        PAGE 18 OF 19 PAGES
204429104


<TABLE>
<S>                              <C>                              <C>                        <C>
Mark A. Rawlins                        One Busch Place             Director and Assistant             Senior
                                  St. Louis, Missouri 63118        Treasurer-International      Director-Corporate
                                                                                                 Finance and Risk
                                                                                                  Management of
                                                                                                  Anheuser-Busch
                                                                                                 Companies, Inc.

H. Murray Sawyer Jr.               Sawyer, Akin and Heron             Director and Vice       Partner in law firm of
                                       P.O. Box 25047                     President           Sawyer, Akin and Heron
                                 Wilmington, Delaware 19899


James E. Schobel                       One Busch Place              Vice President-Deputy          Senior Vice
                                  St. Louis, Missouri 63118          General Counsel and     President-Legal Affairs
                                                                     Assistant Secretary        of Anheuser-Busch
                                                                                               International, Inc.

Alejandro Strauch                      One Busch Place              Vice President-Mexico     Vice President, Mexico
                                  St. Louis, Missouri 63118                                     of Anheuser-Busch
                                                                                                  Mexico, Inc.

Gary W. Tappana                        One Busch Place                    Director              Director-State Tax
                                  St. Louis, Missouri 63118                                       Operations of
                                                                                                  Anheuser-Busch
                                                                                                  Companies, Inc.

</TABLE>


<PAGE>   19

CUSIP NO.                         13D                        PAGE 19 OF 19 PAGES
204429104



                                  EXHIBIT INDEX

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

         Exhibit 99.1   Letter Agreement dated as of December 28, 2000.

         Exhibit 99.2   Promissory Purchase Agreement dated as of
                        January 3, 2000.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>c59463ex99-1.txt
<DESCRIPTION>LETTER AGREEMENT DATED AS OF DECEMBER 28, 2000
<TEXT>

<PAGE>   1

UBS WARBURG
                                                         UBS Warburg LLC
                                                         299 Park Avenue
                                                         New York, NY 10171-0026
                                                         Telephone 212.421-4000
                                                         www.ubswarburg.com

December 28, 2000           ----------------------------------------------------

Mr. Jorge Bunster
Chief Executive Officer
COPEC
Agustinas 1382
Santiago, Chile

Dear Mr. Bunster:

In accordance with your conversation earlier today with Julian Arias of UBS
Warburg LLC ("UBSW") we would like to confirm the terms agreed to for our
client's purchase (the "Purchase") of all of COPEC's equity shares in Compania
Cervecerias Unidas, S.A. ("CCU"), totalling a stake of approximately 7.5% of
CCU.

We understand the terms to be as follows:

The ADR equivalent purchase price for our Offer for all fully unencumbered and
fully tradable and transferable purchased shares is either:

$24.50 per ADR equivalent for all of COPEC's shares, as described above; or

$25.00 per ADR equivalent if COPEC facilitates the purchase of a minimum of an
additional 2.5% stake in CCU through the direct purchase of shares by our client
from the Chilean AFPs.

Our client will make every good faith effort, subject to local regulation, to
pay for the shares as soon as possible, but in no event later than January 10,
2001.

At the closing, our client will pay to you in pesos the peso equivalent (based
on as current an exchange rate as can be practically obtained) of the applicable
ADR dollar price.

Please countersign this letter below and fax it to the attention of James Brandi
at 212-821-6451.

Should you have any questions or comments, please feel free to contact Julian
Arias at 212-821-6521 or James Brandi at 212-821-2271.

Sincerely,

             /s/ James H. Brandi                     /s/ Julian Arias
             -------------------                     ----------------
               James H. Brandi                         Julian Arias
              Managing Director                     Executive Director


                                         Accepted as of the date above noted:

                                         /s/ Jorge Bunster
                                         ---------------------------------------
                                         Name:  Jorge Bunster
                                                --------------------------------
                                         Title: Chief Executive Officer
                                                --------------------------------

<TABLE>
<S>                                                                               <C>
UBS Warburg LLC is a subsidiary of UBS A.G.                                       Member SPC
UBS Warburg is a financial services group of UBS A.G.                             Member New York Stock Exchange
                                                                                  and other Principal Exchanges
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>c59463ex99-2.txt
<DESCRIPTION>PROMISSORY PURCHASE AGREEMENT DATED AS OF 1/03/01
<TEXT>

<PAGE>   1


                          PROMISSORY PURCHASE AGREEMENT


This Promissory Purchase Agreement (the "Promissory Agreement") dated as of
January 3, 2001 is made by and between Compania de Inversiones Mobiliarias
Limitada, a limited liability company organized and existing under the laws of
the Republic of Chile ("CIMOL"), Compania de Petroleos de Chile S.A. ("COPEC") a
public corporation organized and existing under the laws of Republic of Chile,
and Anheuser-Busch International Holdings, Inc. ("ABIH"), a Delaware
corporation. CIMOL, COPEC and ABIH are also referred to herein individually as a
"Party" and collectively as the "Parties".

1.       BACKGROUND

(a)      CIMOL is the owner of a total of 23,887,716 fully subscribed and
         paid-up shares of the same unique series of Compania Cervecerias Unidas
         S.A. ("CCU") (the "Shares"), which together constitute and represent
         7.50% of all of the validly issued, subscribed and paid-up shares of
         CCU. The foregoing is evidenced in the Shareholders' register of CCU,
         folio No. 11566-5, and by shareholders certificate No. S 30 274.

(b)      ABIH desires to purchase and acquire (for itself or for the person it
         designates), and CIMOL desires to sell, assign and transfer the Shares
         in accordance with the terms and conditions of this Agreement.

2.       REPRESENTATIONS AND WARRANTIES OF CIMOL AND COPEC

CIMOL and COPEC represent and warrant to ABIH that on this date and on the
Closing Date (as hereinafter defined):

(i)      CIMOL is a duly organized and validly existing corporation, subsidiary
         of COPEC, has sufficient capacity to freely dispose of its assets,
         including the Shares, and is authorized to enter into this Promissory
         Agreement and the Stock Purchase Agreement (as hereafter defined) and
         to fully comply with all of its obligations.

(ii)     CIMOL is the absolute owner and, in accordance with the terms of this
         Promissory Agreement, may dispose of the Shares freely and without any
         limitation, and that the Shares have been validly issued and are free
         from any pledge, attachment, usufruct, prohibition, litigation,
         cancellation clause, shareholders' agreement, promissory agreement or
         any other measure that might impede the free transfer thereof
         ("Encumbrance").



                                       1
<PAGE>   2

(iii)    This Promissory Agreement and the Stock Purchase Agreement do not
         violate any law in force or administrative rules, judicial resolutions,
         arbitral awards or any other legal provision, contract or private
         agreement executed by or binding upon CIMOL and COPEC, which may be
         applicable.

(iv)     This Promissory Agreement and the Stock Purchase Agreement do not give
         rise to or constitute a breach of any legal or contractual obligation
         assumed by or binding upon CIMOL and COPEC.

(v)      The Shares represent on the date hereof 7.50% of all issued and
         subscribed shares of CCU and of the corresponding financial and voting
         rights thereof. CIMOL and COPEC have not negotiated any special
         preferential rights with respect to the Shares to subscribe to any
         future capital increase of CCU. On the date of this Promissory
         Agreement, there is no claim or proceeding of lost certificates being
         processed with respect to the Shares.

(vi)     Through the execution of the Stock Purchase Agreement ABIH shall
         acquire good and valid title to the Shares, free of any Encumbrance.

(vii)    There are no actions, lawsuits or proceedings pending or initiated
         against CIMOL or COPEC before any jurisdictional, ordinary or arbitral
         entity or governmental authority that prohibit, oppose or impede the
         execution of this Promissory Agreement and/or the fulfillment of the
         obligations generated thereby with respect to CIMOL and COPEC.

(viii)   Their appearing representatives are duly authorized and empowered to
         sign this Promissory Agreement and the Stock Purchase Agreement and to
         assume all of the obligations contained therein and in the Stock
         Purchase Agreement.

(ix)     Finally, CIMOL and COPEC represents and warrants that the execution of
         the Stock Purchase Agreement constitutes an absolute, irrevocable and
         unconditional obligation and undertaking of CIMOL and COPEC.

3.       REPRESENTATIONS AND WARRANTIES OF ABIH.

ABIH represents and warrants to CIMOL and COPEC that on this date and on the
Closing Date:

(i)      It is a duly organized and validly existing corporation, has sufficient
         capacity to freely dispose of its assets and is authorized to enter
         into this Promissory Agreement and the Stock Purchase Agreement and to
         fully comply with all of its obligations.


                                       2
<PAGE>   3

(ii)     This Promissory Agreement and the Stock Purchase Agreement do not
         contravene any of the provisions set forth in its corporate charter,
         nor result in a breach thereof on its part.

(iii)    Its appearing representatives are duly authorized and empowered to sign
         this Promissory Agreement and the Stock Purchase Agreement and to
         assume all of the obligations contained therein and in the Stock
         Purchase Agreement.

(iv)     There are no actions, investigations, lawsuits or proceedings against
         it that prohibit, oppose or impede the execution of this Promissory
         Agreement and the Stock Purchase Agreement and/or the fulfillment of
         the obligations generated by virtue thereof.

(v)      This Promissory Agreement and the Stock Purchase Agreement do not
         violate any law in force or administrative rules, judicial resolutions,
         arbitral awards or any other applicable legal provision, contract or
         private agreement executed by or binding upon ABIH which may be
         applicable.

(vi)     This Promissory Agreement and the Stock Purchase Agreement do not give
         rise to or constitute a breach of any legal obligation assumed by or
         binding upon ABIH.

(vii)    Finally, ABIH represents and warrants that the execution of the Stock
         Purchase Agreement constitutes an absolute, irrevocable and
         unconditional obligation and undertaking of ABIH.

4.       PROMISE TO ENTER INTO THE STOCK PURCHASE AGREEMENT

Subject to the provisions of this Promissory Agreement, the Parties agree and
irrevocably undertake, pursuant to Article 1554 of the Civil Code of Chile, to
enter into a stock purchase agreement (the "Stock Purchase Agreement") under
which CIMOL shall sell, assign and transfer to ABIH, or the Person it designates
in accordance with this Promissory Agreement, all the Shares; and ABIH, or the
Person it designates in accordance with this Promissory Agreement, shall
purchase, acquire and accept the Shares from CIMOL, at the purchase price set
forth in Article Six below. The Stock Purchase Agreement must be executed by the
Parties in a public deed before Mr. Jose Musalem Saffie, Chilean Notary Public,
or whomsoever succeeds or replaces him, on the Closing Date. The non-attendance
by one of the Parties at the execution of the Stock Purchase Agreement shall be
evidenced by a certificate issued by such Notary.



                                       3

<PAGE>   4

5.       CLOSING

(a)      The Parties undertake to sign the Stock Purchase Agreement (the
         "CLOSING") on January 10, 2001 (the "CLOSING DATE").

(b)      The Parties undertake to carry out, on or prior to the Closing Date,
         all other acts and to sign all other documents, that are necessary for
         the complete fulfillment of the Stock Purchase Agreement and the
         transfer of the Shares to ABIH, including the inscription thereof in
         the Shareholders' Register of CCU in the name thereof, free of any
         Encumbrance.

(c)      CIMOL undertakes to deliver the certificates representing the Shares to
         ABIH on the Closing Date.

6.       PRICE

(a)      The  purchase  price of the Shares  shall be the total  amount of US$
         119,438,580  which is US$ 25.00 per CCU ADR or US$ 5.00  per CCU share.

(b)      In case ABIH is not able to purchase on or before the Closing Date with
         the assistance of CIMOL and/or COPEC, an additional amount of CCU
         shares (other than the Shares) that represent at least 2.5% of the
         stock capital of CCU, the purchase price to be paid by ABIH to CIMOL
         will be the total amount of US$ 117,049,808 which is US$ 24.5 per CCU
         ADR or US$ 4.90 per CCU share, instead of US$ 25.00 per CCU ADR or US$
         5.00 per CCU share.

(c)      The purchase price of the Shares in such amount ("Purchase Price") will
         be paid by ABIH to CIMOL in US dollars (and not in its equivalent in
         Chilean pesos) on the Closing Date, by delivering a official check or
         bank draft or similar document written by Citibank, New York to the
         order of COPEC. At the time of such delivery, CIMOL will deliver to
         ABIH a duly signed share transfer document and the share certificate or
         certificates evidencing CIMOL' ownership of the Shares.

7.       WAIVER OF ACTION FOR TERMINATION AND INDEMNIFICATION

(a)      The Parties agree that they will be responsible for the breach of their
         respective obligations under this Promissory Agreement. The performance
         of the Stock Purchase Agreement is an absolute, irrevocable and
         unconditional undertaking of the Parties. Thus, the Parties hereby


                                       4
<PAGE>   5

         waive the right to request the termination of this Promissory Agreement
         granted to them by paragraph 2 of Article 1489 of the Civil Code of
         Chile, agreeing that in the event of a breach by either of the Parties
         of the Stock Purchase Agreement, the non-breaching Party may only
         request specific performance, with indemnification for damages.

(b)      Without prejudice to the foregoing provision, the breach by one of the
         Parties of any obligation of this Promissory Agreement or the Stock
         Purchase Agreement shall oblige the breaching Party to indemnify and
         fully reimburse the non-breaching Party for the damages it suffered.

8.       LEGISLATION

This Promissory Agreement shall be governed in accordance with the laws of the
Republic of Chile.

9.       ENTIRE AGREEMENT

This Agreement and the Stock Purchase Agreement constitute the entire agreement
among the Parties with respect to the subject matter thereof and replace all
prior agreements, understandings and negotiations among the parties, written as
well as verbal, with respect to the subject matter thereof. The Parties have not
made or relied upon any representation, statement, incentive, promise,
undertaking, condition or warranty that has not been expressly set forth in this
document.

10.      NOTICES

All notices, requests or other communications to the Parties must be made in
writing and sent to the address or fax number that such Party sets forth below,
by hand, Federal Express or other internationally known courier (a "Qualified
Courier") to be delivered the following business day (or closest equivalent), or
by a fax transmission:

If to CIMOL

         Compania de Inversiones Mobiliarias Limitada
         Agustinas N(0)1382, Santiago, Chile
         Attn: Mr. Ramiro Mendez Urrutia and Mr. Ricardo Budinich
         Phone: 56-2 690-7000
         Fax: 56-2 696-2595

If to COPEC

         Compania de Petroleos de Chile S.A.


                                       5
<PAGE>   6

         Agustinas 1382, Santiago, Chile
         Attn: Mr. Jorge Bunster or Mr. Ramiro Mendez
         Phone: 56-2 -690-7000
         Fax: 56-2- 696- 2595

If to ABIH

         Anheuser-Busch International, Inc.
         One Busch Place
         St. Louis Missouri 63118
         Attn: Executive Vice President - Business Development
         Phone: 1-314-577-4404
         Fax: 1-314-577-0745

         Carey y Cia Ltda. Abogados
         Miraflores 222, piso 24, Santiago, Chile
         Att: Mr. Jorge Carey Tagle and/or Mr. Jose Antonio Silva Bafalluy
         Phone: 56-2-365-7201
         Fax: 56-2-633-1980

All notices or other communications sent in accordance with this article 12
shall be considered delivered (a) if sent by Qualified Courier, three business
days after being delivered to the Qualified Courier, (b) if by fax, when the
sending machine receives electronic confirmation of receipt by the receiving
machine, or (c) in any other form, upon delivery by hand to such address (or
when the notice to such address is refused).

11.      NOTICES AND PRESS RELEASES

Neither Party will give notice or make any press release without giving the
other Party reasonable opportunity to comment and approve. However, such
approval shall not be unreasonably withheld or delayed.

12.      EXPENSES

Each party shall pay its own expenses relating to the preparation, negotiation
and the Closing of this Promissory Agreement.

13.      PARTIAL INVALIDITY

In the event that any provision of this Promissory Agreement is declared
illegal, void or ineffective, the remainder of this Promissory Agreement shall
continue in full force and effect and the application of such provision to other
persons or circumstances shall be interpreted so as to reasonably reflect the
intention of the Parties. The Parties also agree to replace such illegal, void
or


                                       6

<PAGE>   7

ineffective provision of this Promissory Agreement with a valid and effective
provision that achieves, to the extent possible, the financial, commercial and
other purpose that the illegal, void or ineffective provision tried to achieve.

IN WITNESS WHEREOF, the undersigned, thereunto duly authorized, have hereunto
set their respective hands as of the day and year first above written.


COMPANIA DE INVERSIONES MOBILIARIAS LIMITADA

By: /s/ Ramiro Mendez Urrutia
   --------------------------
Name: Mr. Ramiro Mendez Urrutia
Title: Attorney in fact

By: /s/ Ricardo Budinich Diez
   --------------------------
Name: Mr. Ricardo Budinich Diez
Title: Attorney in fact


COMPANIA DE PETROLEOS DE CHILE S.A.

By: /s/ Ramiro Mendez Urrutia
   --------------------------
Name: Mr. Ramiro Mendez Urrutia
Title: Attorney in fact

By: /s/ Ricardo Budinich Diez
   --------------------------
Name: Mr. Ricardo Budinich Diez
Title: Attorney in fact




ANHEUSER-BUSCH INTERNATIONAL HOLDING, INC.

By: /s/ Jorge Carey Tagle
   -------------------------
Name: Mr. Jorge Carey Tagle
Title: Attorney in fact



                                       7

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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