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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 28, 1999
AMF BOWLING, INC.
(Exact name of registrant as specified in its charter)
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Delaware 001-13539 13-3873268
<S> <C> <C>
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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8100 AMF Drive, Richmond, Virginia 23111
(Address of principal executive offices) (Zip Code)
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events
On June 28, 1999, the registrant announced the terms of its $140 million rights
offering and the tender offer for a minimum of 40% and up to 45.7% of its zero
coupon convertible debentures due 2018. The announcement is attached as
exhibit 99.1.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 29, 1999 AMF BOWLING, INC.
By: /s/ Stephen E. Hare
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Stephen E. Hare
Executive Vice President, Chief
Financial Officer and Treasurer
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[LETTERHEAD OF AMF APPEARS HERE]
Exhibit 99.1
FOR IMMEDIATE RELEASE Contact: Stephen E. Hare
June 28, 1999 Chief Financial Officer
(804) 730-4401
Renee Antolik
VP, Investor Relations
(804) 730-4402
[LOGO OF AMF APPEARS HERE] (800) 832-0151
Press Release
AMF Bowling, Inc. Announces Terms of $140 Million Rights Offering
and Tender Offer for Debentures
Richmond, Virginia--June 28, 1999--AMF Bowling, Inc. (NYSE: PIN) announced today
the terms of its rights offering to raise up to $140 million and its tender
offer for a portion of its outstanding Zero Coupon Convertible Debentures due
2018 as part of its previously announced recapitalization plan.
Under the terms of the rights offering, the Company will issue rights to
subscribe for approximately 28 million shares of common stock. Each holder of
common stock will receive .4698 rights for each share held at the close of
business on July 7, 1999, the record date for the rights offering. Each whole
right may be exercised for one share of common stock at a subscription price of
$5.00 per share. AMF's common stock price closed at $6.313 on June 25, 1999. The
rights are transferable and will be listed for trading on the NYSE under the
symbol "PINRT." The rights will expire at 5:00 p.m., New York City time on July
28, 1999, unless extended by AMF.
The rights have an over-subscription privilege which entitles participating
holders to elect to purchase a portion of the shares not purchased in the rights
offering by other rights holders. The rights also include a conditional
over-subscription privilege which entitles participating holders to elect to
purchase additional shares to increase the total proceeds of the rights offering
to $120 million, if the subscriptions otherwise received would not reach that
amount. Certain of AMF's significant stockholders are currently expected to
fully exercise their basic subscription privileges in the rights offering,
subject to market conditions, and it is currently anticipated that some of those
significant stockholders will exercise their conditional over-subscription
privileges to an undetermined extent, subject to market conditions. However,
those significant stockholders are not obligated to exercise their basic
subscription and conditional over-subscription privileges in the rights
offering.
The Securities and Exchange Commission has declared the registration statement
with respect to the rights offering effective today. Prospectuses and
certificates evidencing the rights will be mailed on or about July 9, 1999 to
stockholders of record on the record date.
The Company also announced its tender offer for a minimum of 40% and up to 45.7%
of the Company's
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outstanding zero coupon convertible debentures, including debentures to be
tendered by affiliates of Goldman, Sachs & Co. and Kelso & Company. The
consideration for the tendered debentures is $140 cash per $1,000 principal
amount of debentures at maturity. The Company will use a portion of the proceeds
of the rights offering to pay for debentures tendered in the tender offer.
Affiliates of Goldman Sachs and Kelso, who together own approximately 44% of the
outstanding debentures, have indicated that they currently expect to tender
their debentures pursuant to the tender offer, but they are not obligated to do
so. If more than 45.7% of the outstanding debentures are tendered in the offer,
AMF will purchase 45.7% of the outstanding debentures from tendering holders on
a pro rata basis. Debentures may be tendered only in integral multiples of
$1,000 principal amount at maturity. The tender offer is conditioned upon the
rights offering closing with at least $120 million of total proceeds. The tender
offer is expected to commence tomorrow. The tender offer and withdrawal rights
for the tendered debentures will expire at 12:00 Midnight, New York City time,
on July 28, 1999.
A portion of the proceeds of the rights offering will also be contributed to the
Company's principal operating subsidiary and be used to fund future bowling
center acquisitions, along with funds that may be available under the Company's
credit agreement, and for general corporate purposes.
As part of its recapitalization plan, the lenders under AMF's credit agreement
have amended the credit agreement to provide the Company with (i) the ability to
resume its center acquisition program, (ii) greater financial flexibility under
the covenants contained in its credit agreement and (iii) certain other
modifications.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any securities of AMF, and no such offer or solicitation will be
made except in compliance with applicable securities laws. The rights offering
will be made only by means of a prospectus. A copy of the prospectus may be
obtained from the information agent for the rights offering, D.F. King & Co. To
contact the Information Agent, banks and brokerage firms should call collect
(212) 269-5550, and others should call (800) 628-8532.
D.F. King is also acting as information agent for the tender offer. Morgan
Stanley & Co. is acting as dealer-manager for the tender offer. Questions or
requests for assistance or for copies of the Offer to Purchase may be directed
to either the Information Agent or the Dealer Manager. To contact D.F. King in
connection with the tender offer, banks and brokerage firms should call collect
(212) 269-5550, and others should call (800) 628-8532. To contact Morgan
Stanley, please call (800) 223-2440, ext. 7898.
As the largest owner and operator of bowling centers in the world, AMF is a
leading provider of family fun and recreation. The Company owns and/or operates
541 bowling centers throughout the world, with 418 centers in the U.S. and 123
centers in 10 countries. AMF is also a world leader in the manufacturing and
marketing of bowling products, manufactures and sells the PlayMaster and
Renaissance brands of billiards tables and owns the Michael Jordan Golf Company.
This press release contains forward-looking statements that are based upon the
Company's estimates and expectations concerning future events and are subject to
certain risks and uncertainties that could cause actual results to differ
materially, all of which are difficult or impossible to predict and many of
which are beyond the control of AMF. In light of the significant uncertainties
inherent in forward-looking statements, the including of such forward-looking
statements should not be regarding as a representation that the Company's
objectives or plans will be realized. The Company does not hereby undertake to
update such forward-looking statements.
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