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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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) April 24, 1997
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AMERICAN RECREATION CENTERS, INC.
(Exact name of Registrant as specified in its charter)
California 0-2849 94-1441151
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No)
11171 Sun Center Drive, Suite 120, Rancho Cordova, California 95670
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (916) 852-8005
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Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 2
Exhibit Index on Page 4
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On April 24, 1997, the shareholders of AMERICAN RECREATION CENTERS, INC.
(the "Registrant") voted in favor of a proposal to approve the Agreement and
Plan of Merger, dated as of January 17, 1997 (the "Agreement and Plan of
Merger"), among the Registrant, AMF Bowling Centers, Inc., a Virginia
corporation ("AMF"), and Noah Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of AMF ("Noah"), a related Agreement of Merger, dated as
of April 24, 1997, between the Registrant and Noah (the "Agreement of Merger"),
and the merger (the "Merger") of Noah with and into the Registrant. The
shareholders approved the foregoing by a vote of 3,272,810 votes in favor of the
proposal (70.95%) and 136,378 votes against the proposal (2.96%), with 51,307
shares abstaining (1.11%). Copies of the Agreement and Plan of Merger and
Agreement of Merger were previously filed with the Securities and Exchange
Commission on January 17, 1997, attached to the Registrant's Current Report on
Form 8-K, and on March 25, 1997, attached to the Registrant's Proxy Statement,
and are incorporated herein by reference, and the description of and all
references to the Agreement and Plan of Merger and the Agreement of Merger are
qualified in their entirety by reference thereto.
On April 24, 1997, the Registrant and Noah filed the Agreement of Merger
along with an Officer's Certificate of each corporation with the Secretary of
State of the State of California, and a Certificate of Merger with the Secretary
of State of the State of Delaware. The Merger became effective upon filing the
Agreement of Merger and Officer's Certificates with the California Secretary of
State.
As a result of the Merger, the Registrant became a wholly-owned
subsidiary of AMF and each outstanding share of the Registrant's common stock,
other than shares owned by the Registrant, AMF, Noah or any subsidiary of the
Registrant, AMF or Noah, was converted into the right to receive $8.50 in cash,
without interest. The total purchase price was approximately $70 million,
including the repayment or assumption of certain debt and the purchase of
related joint venture interests. The purchase price was negotiated between AMF
and Registrant. The Merger was funded from available borrowings under AMF's
existing acquisition facility established by the Credit Agreement, dated as of
May 1, 1996, as amended, by and among the AMF, the banks, financial institutions
and other institutional lenders listed on the signature pages thereof as Initial
Issuing Banks, Goldman, Sachs & Co., and Citicorp, N.A., as administrative
agent, and Citicorp USA, Inc., as collateral agent. On April 24, 1997, the AMF
issued a press release relating to the consummation of the Merger. A copy of the
press release is attached as Exhibit 99.1 hereto and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
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EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated April 24, 1997.
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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 thereunto duly authorized.
AMERICAN RECREATION CENTERS, INC.
Date: April 24, 1997 By: /s/ KAREN WAGNER
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Karen Wagner
Chief Financial Officer
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EXHIBIT INDEX
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SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
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99.1 Press Release dated April 24, 1997 5
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EXHIBIT 99.1
PRESS RELEASE [LOGO OF AMF]
8100 AMF Drive Contact: Stephen E. Hare
Richmond, VA 23111 Chief Financial Officer
(804) 730-4401
FOR IMMEDIATE RELEASE
APRIL 24, 1997
AMF BOWLING WORLDWIDE COMPLETES ACQUISITION OF AMERICAN RECREATION CENTERS
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Richmond, Virginia, April 24, 1997 -- AMF Bowling Centers, Inc., a wholly-owned
subsidiary of AMF Group Inc., announced that it has completed the acquisition of
American Recreation Centers, Inc. of Rancho Cordova, California for
approximately $70 million, including the repayment or assumption of certain debt
and the purchase of related joint venture interests. American Recreation
Centers, with 43 bowling centers located in six states, significantly increases
AMF's market presence in California and further expands its current U.S.
operations in the Midwest and Southwest. As a result of this acquisition, AMF
Bowling Centers now operates 401 bowling centers worldwide, including 317 in the
U.S.
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AMF Bowling Worldwide, headquartered in Richmond, Virginia, is the largest owner
and operator of bowling centers in the world. AMF is also one of the world's
leading manufacturers and marketers of bowling products.
