<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMF BOWLING, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 7933,3949 13-3873268
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
8100 AMF DRIVE
RICHMOND, VIRGINIA 23111
(804) 730-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
DOUGLAS J. STANARD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMF BOWLING, INC.
8100 AMF DRIVE
RICHMOND, VIRGINIA 23111
(804) 730-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
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<S> <C>
DANIEL A. NEFF, ESQ. ROBERT E. BUCKHOLZ, JR., ESQ.
WACHTELL, LIPTON, ROSEN & KATZ SULLIVAN & CROMWELL
51 WEST 52ND STREET 125 BROAD STREET
NEW YORK, NY 10019 NEW YORK, NY 10004
(212) 403-1000 (212) 558-4000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [X] 333-34099
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE AGGREGATE OFFERING OFFERING PRICE PER AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1)(2) PRICE SHARE REGISTRATION
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per
share......................... 1,150,000 shares $22,425,000.00 $19.50 $6,795.00
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(1) Includes shares issuable upon exercise of the Underwriters' over-allotment
option. See "Underwriting".
(2) The shares of Common Stock are not being registered for the purposes of
sales outside the United States.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.
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<PAGE> 2
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction V of Form S-1, both as promulgated under the Securities Act
of 1933, as amended. The contents of the Registration Statement on Form S-1
(File No. 333-34099) filed by AMF Bowling, Inc. with the Securities and
Exchange Commission on August 21, 1997, as amended, which was declared
effective by the Commission on October 30, 1997, including the exhibits
thereto, are incorporated herein by reference.
<PAGE> 3
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-1
(a) Exhibits.
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<C> <S>
*5.1 Opinion of Wachtell, Lipton, Rosen & Katz regarding the legality of the Common
Stock.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Price Waterhouse LLP.
*23.3 Consent of Todres & Sheiffer.
*23.4 Consent of Wachtell, Lipton, Rosen & Katz (contained in Exhibit 5.1).
*24.1 Powers of Attorney (included on Signature Page).
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- ---------------
* Filed herewith.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 4th day of November, 1997.
AMF BOWLING, INC.
By: /s/ DOUGLAS J. STANARD
--------------------------------------
Name: Douglas J. Stanard
Title: President and Chief Executive
Officer
POWER OF ATTORNEY
Each of the undersigned officers and directors of AMF Bowling, Inc., a
Delaware corporation, hereby constitutes and appoints Douglas J. Stanard and
Stephen E. Hare and each of them, severally, as his attorney-in-fact and agent,
with full power of substitution and resubstitution, in his name and on his
behalf, to sign in any and all capacities this Registration Statement and any
and all amendments (including post-effective amendments) and exhibits to this
Registration Statement, any subsequent Registration Statement for the same
offering which may be filed under Rule 462(b) under the Securities Act of 1933,
as amended, and any and all amendments (including posteffective amendments) and
exhibits thereto, and any and all applications and other documents relating
thereto, with the Securities and Exchange Commission, with full power and
authority to perform and do any and all acts and things whatsoever which any
such attorney or substitute may deem necessary or advisable to be performed or
done in connection with any or all of the above-described matters, as fully as
each of the undersigned could do if personally present and acting, hereby
ratifying and approving all acts of any such attorney or substitute.
<PAGE> 5
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------------------ ------------------------------ -----------------
<C> <S> <C>
* Chairman and Director November 4, 1997
- ------------------------------------------
Richard A. Friedman
* Director November 4, 1997
- ------------------------------------------
Terence M. O'Toole
* Director November 4, 1997
- ------------------------------------------
Peter M. Sacerdote
* President, Chief Executive November 4, 1997
- ------------------------------------------ Officer and Director
Douglas J. Stanard
* Executive Vice President, November 4, 1997
- ------------------------------------------ Chief Financial Officer, and
Stephen E. Hare Treasurer (Principal
Financial Officer and
Principal Accounting
Officer) and Director
* Director November 4, 1997
- ------------------------------------------
Charles M. Diker
* Director November 4, 1997
- ------------------------------------------
Paul B. Edgerley
* Director November 4, 1997
- ------------------------------------------
Howard A. Lipson
* Director November 4, 1997
- ------------------------------------------
Thomas R. Wall IV
*By: /s/ DOUGLAS J. STANARD
- ------------------------------------------
Attorney-In-Fact
</TABLE>
<PAGE> 1
EXHIBIT 5.1
November 4, 1997
AMF Bowling, Inc.
8100 AMF Drive
Richmond, Virginia 23111
Ladies and Gentlemen:
In connection with the registration of 1,150,000 shares of
common stock, par value $.01 per share (the "Shares"), of AMF Bowling, Inc. (the
"Company") under the Securities Act of 1933, as amended (the "Act"), on Form S-1
filed with the Securities and Exchange Commission (the "Commission") on November
4, 1997 pursuant to Rule 462(b) under the Act (and as it may be further amended,
the "Registration Statement"), you have requested our opinion with respect to
the following matters.
In connection with the delivery of this opinion, we have
examined originals or copies of the Restated Certificate of Incorporation and
Restated By-Laws of the Company as set forth as exhibits to the Registration
Statement, the Registration Statement, certain resolutions adopted or to be
adopted by the Board of Directors, the form of stock certificate representing
the Shares and such other records, agreements, instruments, certificates and
other documents of public officials, the Company and its officers and
representatives and have made such inquiries of the Company and its officers and
representatives, as we have deemed necessary or appropriate in connection with
the opinions set forth herein. We are familiar with the proceedings heretofore
taken, and with the additional proceedings proposed to be taken, by the Company
in connection with the authorization, registration, issuance and sale of the
Shares. With respect to certain factual matters material to
<PAGE> 2
AMF Bowling, Inc.
November 4, 1997
Page 2
our opinion, we have relied upon representations from, or certificates of,
officers of the Company. In making such examination and rendering the opinions
set forth below, we have assumed without verification the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
authenticity of the originals of such documents submitted to us as certified
copies, the conformity to originals of all documents submitted to us as copies,
the authenticity of the originals of such latter documents, and that all
documents submitted to us as certified copies are true and correct copies of
such originals.
Based on such examination and review, and subject to the
foregoing, we are of the opinion that the Shares have been duly authorized and,
upon issuance, delivery and payment therefor in the manner contemplated by the
Registration Statement, will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York, and we
have not considered, and we express no opinion as to, the laws of any
jurisdiction other than the laws of the United States of America, State of New
York and the General Corporation Law of the State of Delaware.
We consent to the use of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm in the Prospectus that
is a part of the Registration Statement. In giving such consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated February 28,
1997 included in AMF Bowling, Inc.'s Form S-1 Registration Statement (No.
333-34099) and to all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
Richmond, Virginia
October 30, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF PRICE WATERHOUSE LLP
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of AMF Bowling, Inc. of our report dated June 28, 1996,
relating to the combined financial statements of AMF Bowling Group and our
report dated January 23, 1996, relating to the consolidated financial statements
of Fair Lanes, Inc., which appear in Form S-1 (No. 333-34099) of AMF Bowling,
Inc. dated October 29, 1997.
PRICE WATERHOUSE LLP
Norfolk, Virginia
October 30, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated December 5, 1996 with respect to
the financial statements of BCA & Affiliates included in this Registration
Statement of AMF Bowling, Inc.
/s/ TODRES & SHEIFFER
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Todres & Sheiffer
October 30, 1997
