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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FINAL AMENDMENT
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
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AMF BOWLING, INC.
(Name of Issuer)
AMF BOWLING, INC.
(Name of Person(s) Filing Statement)
ZERO COUPON CONVERTIBLE
DEBENTURES DUE 2018
(Title of Class of Securities)
03113VAA7
03113VAB5
(CUSIP Number of Class of Securities)
Roland C. Smith
President and Chief
Executive Officer
8100 AMF Drive
Richmond, Virginia 23111
(804) 730-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
Copies to:
Joseph C. Carter, III, Esq. Mitchell S. Presser, Esq.
McGuire, Woods, Battle & Boothe LLP Wachtell, Lipton, Rosen & Katz
One James Center 51 West 52nd Street
901 East Cary Street New York, New York 10019
Richmond, Virginia 23219
June 29, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
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INTRODUCTORY STATEMENT
This Final Amendment (this "Final Amendment") to Rule 13e-4 Issuer Tender
Offer Statement on Schedule 13E-4 (the "Statement") filed with the Securities
and Exchange Commission (the "Commission") by AMF Bowling, Inc., a Delaware
corporation ("AMF Bowling"), on June 29, 1999, is being filed pursuant to
Section 13(e) of the Securities Exchange Act of 1934, as amended, and Rule
13e-4 thereunder, to report the results of the offer (the "Offer") by AMF
Bowling to purchase for cash, on the terms and subject to the conditions set
forth in the Offer to Purchase dated June 29, 1999 (the "Offer to Purchase")
and the related Letter of Transmittal (the "Letter of Transmittal"), a minimum
of $450,000,000 aggregate principal amount at maturity (40%) and up to
$514,286,000 aggregate principal amount at maturity (45.7%) of its Zero Coupon
Convertible Debentures due 2018 (the "Debentures"). Copies of the Offer to
Purchase and the related Letter of Transmittal were previously filed as
Exhibits (a)(1) and (a)(2) to the Statement on June 29, 1999. The Offer
commenced on June 29, 1999 and ended at 12:00 midnight, New York City time, on
July 28, 1999.
AMF Bowling has accepted for payment $514,286,000 in aggregate principal
amount at maturity of Debentures in accordance with the terms of the Offer.
Debentures were validly tendered pursuant to the Offer in an aggregate
principal amount at maturity of $988,685,000, based upon a final count by
ChaseMellon Shareholder Services, L.L.C., the Depositary for the Offer. As
such amount exceeds the maximum amount tendered for by AMF Bowling, all
tenders of Debentures are subject to proration in accordance with the terms of
the Offer, and AMF Bowling will purchase approximately 52% of the Debentures
tendered from all tendering debenture holders on a pro rata basis. The
purchase price for the Debentures is $140 per $1,000 principal amount at
maturity.
The rights offering conducted by AMF Bowling concurrently with the Offer
closed on July 28, 1999 with proceeds of $120,000,000, a portion of which will
be used to pay for the tendered Debentures accepted by AMF Bowling. As a
result of the Offer, $610,714,000 in aggregate principal amount at maturity of
the Debentures remain outstanding.
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Item 9. Material to Be Filed as Exhibits.
(a) Exhibit (a)(1) Offer to Purchase, dated June 29, 1999.*
Exhibit (a)(2) Letter of Transmittal.*
Exhibit (a)(3) Notice of Guaranteed Delivery.*
Exhibit (a)(4) Letter to clients.*
Exhibit (a)(5) Letter to brokers, dealers, commercial banks, trust
companies and other nominees.*
Exhibit (a)(6) Notice published in The Wall Street Journal on June 29,
1999.*
Exhibit (a)(7) Press Release dated May 5, 1999.*
Exhibit (a)(8) Press Release dated June 28, 1999.*
Exhibit (a)(9) Press Release dated July 29, 1999.**
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* Previously filed.
** Filed herewith.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Final Amendment is true, complete and
correct.
AMF BOWLING, INC.
/s/ Roland C. Smith
By:
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Name: Roland C. Smith
Title:President and Chief
Executive Officer
Dated: July 30, 1999
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EXHIBIT INDEX
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<CAPTION>
Exhibit
No. Description
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<C> <S>
(a)(1) Offer to Purchase, dated June 29, 1999.*
(a)(2) Letter of Transmittal.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to clients.*
(a)(5) Letter to brokers, dealers, commercial banks, trust companies and
other nominees.*
(a)(6) Notice published in The Wall Street Journal on June 29, 1999.*
(a)(7) Press Release dated May 5, 1999.*
(a)(8) Press Release dated June 28, 1999.*
(a)(9) Press Release dated July 29, 1999.**
</TABLE>
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* Previously filed.
** Filed herewith.
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<TABLE>
<S> <C> <C> <C> <C>
AMF Bowling, Inc. International Headquarters Post Office Box 15060 804.730.4000 Telephone 804.559.6276 Facsimile
8100 AMF Drive Richmond, Virginia 23227
Richmond, Virginia 23111
</TABLE>
FOR IMMEDIATE RELEASE Contact: Stephen E. Hare
July 29, 1999 Chief Financial Officer
(804) 730-4401
Renee Antolik
VP, Investor Relations
[LOGO OF AMF APPEARS HERE] (804) 730-4402
(800) 832-0151
Press Release
AMF Bowling, Inc. Announces Completion of Rights Offering
and Final Results of Tender Offer for Debentures
Richmond, Virginia -- July 29, 1999 -- AMF Bowling, Inc. (NYSE: PIN) announced
today the completion of its rights offering and the final results of its tender
offer for a portion of its outstanding Zero Coupon Convertible Debentures due
2018 as part of its previously announced recapitalization plan.
In the rights offering, AMF raised approximately $120.0 million in equity
capital and issued approximately 24,000,000 additional shares of common stock at
the subscription price of $5.00 per share. As a result of the rights offering,
the Company now has approximately 83,597,550 shares of common stock outstanding.
The rights offering expired on July 28, 1999 and, therefore, the rights are no
longer exercisable or transferable and are no longer listed for trading on the
NYSE.
Under the tender offer, $514,286,000 in aggregate principal amount at maturity
of the debentures have been accepted for payment at a price of $140 per $1000
principal amount at maturity, based upon a final count by ChaseMellon
Shareholder Services L.L.C., the Depositary for the tender offer. The proceeds
of the rights offering will be used, in part, to pay for debentures purchased by
the Company in the tender offer. The tender offer was for up to $514,286,000 in
aggregate principal amount at maturity of debentures. Approximately $988.7
million in aggregate principal amount at maturity of debentures were tendered,
based upon a final count by ChaseMellon Shareholders Services. As such amount
exceeds the maximum amount tendered for by the Company, all tenders of
debentures are subject to proration in accordance with the terms of the tender
offer. As a result of the tender offer, approximately $610,714,000 in aggregate
principal amount at maturity of debentures due 2018 remain outstanding.
Of the proceeds of the rights offering, $30.0 million will be contributed as
equity to the Company's principal operating subsidiary and may be used to fund
future bowling center acquisitions, along with funds that may be available under
the Company's credit agreement. The Company will use the remainder of the
proceeds to pay expenses of the rights offering and the tender offer and for
general corporate purposes.
AMF always means fun!
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As part of its recapitalization plan, the lenders under AMF's credit agreement
amended the credit agreement to enable the Company to resume its bowling center
acquisition program and provide greater financial flexibility under the
covenants contained in its credit agreement.
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.
