- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 5)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMF BOWLING, INC.
-----------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
---------------------------------------
(Title of Class of Securities)
03113V109
---------
(CUSIP Number)
DAVID J. GREENWALD, ESQ.
GOLDMAN, SACHS & CO.
85 BROAD STREET
NEW YORK, NY 10004
(212) 902-1000
--------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JULY 28, 1999
-------------
(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 that 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: [ ].
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<PAGE>
SCHEDULE 13D
CUSIP No. 03113V109 Page 2 of 32 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE GOLDMAN SACHS GROUP, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY [ ]
4 SOURCE OF FUNDS*
AF-OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
7
SOLE VOTING POWER
870,000
NUMBER OF
8
SHARES SHARED VOTING POWER
45,964,406
BENEFICIALLY
9
OWNED BY SOLE DISPOSITIVE POWER
870,000
EACH
10
REPORTING SHARED DISPOSITIVE POWER
45,964,406
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,834,406
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.3%
14 TYPE OF REPORTING PERSON*
HC-PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 03113V109 Page 3 of 32 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDMAN, SACHS & CO.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY [ ]
4 SOURCE OF FUNDS*
AF-OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE ORGANIZATION
NEW YORK
7
SOLE VOTING POWER
-0-
NUMBER OF
8
SHARES SHARED VOTING POWER
45,964,406
BENEFICIALLY
9
OWNED BY SOLE DISPOSITIVE POWER
-0-
EACH
10
REPORTING SHARED DISPOSITIVE POWER
45,964,406
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,964,406
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.8%
14 TYPE OF REPORTING PERSON*
BP-PN-IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 03113V109 Page 4 of 32 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY [ ]
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
7
SOLE VOTING POWER
-0-
NUMBER OF
8
SHARES SHARED VOTING POWER
29,581,115
BENEFICIALLY
9
OWNED BY SOLE DISPOSITIVE POWER
-0-
EACH
10
REPORTING SHARED DISPOSITIVE POWER
29,581,115
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,581,115
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.9%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 03113V109 Page 5 of 32 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS ADVISORS, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY [ ]
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
7
SOLE VOTING POWER
-0-
NUMBER OF
8
SHARES SHARED VOTING POWER
29,581,115
BENEFICIALLY
9
OWNED BY SOLE DISPOSITIVE POWER
-0-
EACH
10
REPORTING SHARED DISPOSITIVE POWER
29,581,115
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,581,115
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.9%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 03113V109 Page 6 of 32 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS II OFFSHORE, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY [ ]
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE ORGANIZATION
CAYMAN ISLANDS
7
SOLE VOTING POWER
-0-
NUMBER OF
8
SHARES SHARED VOTING POWER
11,759,698
BENEFICIALLY
9
OWNED BY SOLE DISPOSITIVE POWER
-0-
EACH
10
REPORTING SHARED DISPOSITIVE POWER
11,759,698
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,759,698
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 03113V109 Page 7 of 32 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS II (GERMANY) CIVIL LAW PARTNERSHIP (with
limitation of liability)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY [ ]
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE ORGANIZATION
GERMANY
7
SOLE VOTING POWER
-0-
NUMBER OF
8
SHARES SHARED VOTING POWER
1,091,109
BENEFICIALLY
9
OWNED BY SOLE DISPOSITIVE POWER
-0-
EACH
10
REPORTING SHARED DISPOSITIVE POWER
1,091,109
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,091,109
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 03113V109 Page 8 of 32 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS ADVISORS II (CAYMAN), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY [ ]
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE ORGANIZATION
CAYMAN ISLANDS
7
SOLE VOTING POWER
-0-
NUMBER OF
8
SHARES SHARED VOTING POWER
11,759,698
BENEFICIALLY
9
OWNED BY SOLE DISPOSITIVE POWER
-0-
EACH
10
REPORTING SHARED DISPOSITIVE POWER
11,759,698
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,759,698
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 03113V109 Page 9 of 32 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDMAN, SACHS & CO. OHG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY [ ]
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE ORGANIZATION
GERMANY
7
SOLE VOTING POWER
-0-
NUMBER OF
8
SHARES SHARED VOTING POWER
1,091,109
BENEFICIALLY
9
OWNED BY SOLE DISPOSITIVE POWER
-0-
EACH
10
REPORTING SHARED DISPOSITIVE POWER
1,091,109
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,091,109
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 03113V109 Page 10 of 32 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET FUND 1995, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY [ ]
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
7
SOLE VOTING POWER
-0-
NUMBER OF
8
SHARES SHARED VOTING POWER
692,025
BENEFICIALLY
9
OWNED BY SOLE DISPOSITIVE POWER
-0-
EACH
10
REPORTING SHARED DISPOSITIVE POWER
692,025
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
692,025
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 03113V109 Page 11 of 32 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRIDGE STREET FUND 1995, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY [ ]
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
7
SOLE VOTING POWER
-0-
NUMBER OF
8
SHARES SHARED VOTING POWER
778,742
BENEFICIALLY
9
OWNED BY SOLE DISPOSITIVE POWER
-0-
EACH
10
REPORTING SHARED DISPOSITIVE POWER
778,742
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
778,742
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 03113V109 Page 12 of 32 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET FUND 1996, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY [ ]
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
7
SOLE VOTING POWER
-0-
NUMBER OF
8
SHARES SHARED VOTING POWER
1,183,154
BENEFICIALLY
9
OWNED BY SOLE DISPOSITIVE POWER
-0-
EACH
10
REPORTING SHARED DISPOSITIVE POWER
1,183,154
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,183,154
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 03113V109 Page 13 of 32 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRIDGE STREET FUND 1996, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY [ ]
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
7
SOLE VOTING POWER
-0-
NUMBER OF
8
SHARES SHARED VOTING POWER
802,388
BENEFICIALLY
9
OWNED BY SOLE DISPOSITIVE POWER
-0-
EACH
10
REPORTING SHARED DISPOSITIVE POWER
802,388
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
802,388
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 03113V109 Page 14 of 32 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET VALUE CORP.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY [ ]
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
7
SOLE VOTING POWER
-0-
NUMBER OF
8
SHARES SHARED VOTING POWER
1,470,767
BENEFICIALLY
9
OWNED BY SOLE DISPOSITIVE POWER
-0-
EACH
10
REPORTING SHARED DISPOSITIVE POWER
1,470,767
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,470,767
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS)OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 03113V109 Page 15 of 32 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET EMPIRE CORP.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY [ ]
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
7
SOLE VOTING POWER
-0-
NUMBER OF
8
SHARES SHARED VOTING POWER
1,985,542
BENEFICIALLY
9
OWNED BY SOLE DISPOSITIVE POWER
-0-
EACH
10
REPORTING SHARED DISPOSITIVE POWER
1,985,542
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,985,542
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
GS Capital Partners II, L.P. ("GS Capital II"), GS Capital
Partners II Offshore, L.P. ("GS Offshore"), GS Capital Partners II Germany Civil
Law Partnership ("GS Germany"), Stone Street Fund 1995, L.P. ("1995 Stone"),
Stone Street Fund 1996, L.P. ("1996 Stone"), Bridge Street Fund 1995, L.P.
("1995 Bridge") and Bridge Street Fund 1996, L.P. ("1996 Bridge" and together
with GS Capital II, GS Offshore, GS Germany, 1995 Stone, 1996 Stone and 1995
Bridge, the "Limited Partnerships"), Stone Street Value Corp. ("Stone Value"),
Stone Street Empire Corp. ("Stone Empire"), Goldman, Sachs & Co. ("Goldman
Sachs"), GS Advisors, L.P. ("GS Advisors"), GS Advisors II (Cayman), L.P. ("GS
Advisors Cayman"), Goldman, Sachs & Co. oHG ("GS oHG") and The Goldman Sachs
Group, Inc. ("GS Group" and, together with Goldman Sachs, GS Advisors, GS
Advisors Cayman, GS oHG, Stone Value, Stone Empire and the Limited Partnerships,
the "Filing Persons") hereby file this Amendment No. 5 (this "Amendment No. 5")
to the Statement on Schedule 13D, as amended (the "Schedule 13D"), filed with
respect to the common stock, par value $0.01 per share (the "Common Stock"), of
AMF Bowling, Inc., a Delaware corporation (the "Company").1 Unless otherwise
indicated, all capitalized terms not otherwise defined herein shall have the
same meanings as those set forth in the Schedule 13D.
On June 28, 1999, the Company announced the terms of its rights
offering (the "Rights Offering"), pursuant to which the Company issued each
holder of Common Stock 0.4698 rights (the "Rights") for each share of Common
Stock held at the close of business on July 7, 1999. Each whole Right was
exercisable for one share of Common Stock at a subscription price of $5.00 per
share (the "Basic Subscription Privilege"). The Rights had an over-subscription
privilege, entitling participating holders to elect to purchase a portion of the
shares not purchased in the Rights Offering by other Rights holders. The Rights
also included a conditional over-subscription privilege (the "Conditional
Over-Subscription Privilege"), entitling participating holders to elect to
purchase additional shares of Common Stock to increase the total proceeds of the
Rights Offering to $120 million. The Rights Offering expired at 5:00 p.m., New
York City time, on July 28, 1999.
Prior to the expiration of the Rights Offering, on July 28, 1999,
each of the Limited Partnerships fully exercised the Basic Subscription
Privileges and partially exercised the Conditional Over-Subscription Privileges
of their Rights. As a result of such exercises, the Limited Partnerships
purchased the number of additional shares of Common Stock set forth on Schedule
V hereto at a price per share of $5.00.
On June 28, 1999, the Company announced the terms of its tender
offer (the "Tender Offer") to purchase a portion of the outstanding Debentures.
The Tender Offer commenced on June 29, 1999. The Tender Offer was for a minimum
of $450,000,000 aggregate principal amount at maturity of Debentures and a
maximum of $514,286,000 aggregate principal amount at maturity of Debentures for
cash consideration of $140 per $1,000 principal amount at maturity. The Tender
Offer expired at 12:00 midnight on July 29, 1999 (the "Tender Offer
- --------
1 Neither the present filing nor anything contained herein shall be construed as
an admission that any Filing Person constitutes a "person" for any purposes
other than Section 13(d) of the Securities Exchange Act of 1934.
16
<PAGE>
SCHEDULE 13D
Expiration Date"). The Company accepted for purchase $514,286,000 aggregate
principal amount at maturity of Debentures tendered in the Tender Offer, after
giving effect to proration in accordance with the terms of the Tender Offer
because Debentures in aggregate principal amount at maturity of more than
$514,286,000 were tendered.
The Company accepted for payment from the Limited Partnerships
Debentures in aggregate principal amount at maturity of $216,369,000 on the
Tender Offer Expiration Date for aggregate consideration of $30,291,660,
resulting in the Limited Partnerships' ownership of Debentures in aggregate
principal amount at maturity of $199,588,000.
On July 30, 1999, the Company reported that as a result of the
Rights Offering, the Conversion Rate of the Debentures has been adjusted to
9.1469 shares of Common Stock per $1,000 aggregate principal amount at maturity
of Debentures.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and supplemented as follows:
As of August 4, 1999, Goldman Sachs and GS Group may be deemed to
beneficially own 45,888,231 shares of Common Stock through the Limited
Partnerships, including 1,825,611 shares of Common Stock that may be acquired
through conversion of Debentures. In addition GS Group beneficially owns 870,000
shares of Common Stock pursuant to the Warrants, which number of shares is
subject to adjustment due to the Rights Offering in accordance with the terms of
the Warrants. As of August 2, 1999, Goldman Sachs and GS Group may be deemed to
beneficially own 76,175 shares of Common Stock held in Managed Accounts. Goldman
Sachs and GS Group each disclaim beneficial ownership of (i) shares of Common
Stock beneficially owned by the Limited Partnerships to the extent of
partnership interests in the Limited Partnerships held by persons other than
Goldman Sachs, GS Group or their affiliates and (ii) shares of Common Stock held
in Managed Accounts.
The name, business address, present principal occupation or
employment and citizenship of each director of GS Group are set forth in amended
Schedule I to the Schedule 13D and are incorporated herein by reference. The
name, business address, present principal occupation or employment and
citizenship and each director and each executive officer of GS Advisors, Inc.
and GS Advisors II, Inc., each a Delaware corporation and the sole general
partner of GS Advisors and GS Advisors Cayman, respectively, are set forth in
amended Schedules II-A-i and II-A-ii hereto, respectively, and are incorporated
herein by reference. The name, business address, present principal occupation or
employment and citizenship of each director and each executive officer of Stone
Value and Stone Empire are set forth in Schedule II-B-i and II-B-ii to the
Schedule 13D respectively and are incorporated herein by reference. The name,
business address, present principal occupation or employment and citizenship of
each Managing Director of Goldman, Sachs & Co. Finanz GmbH, which is the
17
<PAGE>
SCHEDULE 13D
managing general partner of GS oHG, are set forth in amended Schedule II-C
hereto and are incorporated herein by reference.
During the last five years, none of the Filing Persons, or, to
the knowledge of each of the Filing Persons, any of the persons listed on
amended Schedules II-A-i, II-A-ii or II-C hereto or Schedules I, II-B-i or
II-B-ii to the Schedule 13D, (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) except as set
forth in amended Schedule III to the Schedule 13D, has 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.
Item 3 is hereby amended and supplemented as follows:
As of August 2, 1999, Goldman Sachs may be deemed to beneficially
own an additional 76,175 shares of Common Stock held by the Managed Accounts.
The amended Schedule IV hereto sets forth the transactions in Common Stock which
have been effected during the past 60 days, all of which were effected in the
ordinary course of business of Goldman, Sachs. The transactions in the Common
Stock, described in amended Schedule IV, were effected on the New York Stock
Exchange. Except for exercises of the Rights in the Rights Offering as described
above and as set forth in Schedule V hereto and tenders and acceptance for
payment of tenders of Debentures in the Tender Offer as described above and
except as set forth on amended Schedule IV hereto, no transactions in the Common
Stock or Debentures were effected by the Filing Persons or, to the knowledge of
the Filing Persons, by any of the Persons listed on amended Schedules II-A-i,
II-A-ii or II-C hereto or Schedules I, II-B-i or II-B-ii to the Schedule 13D
during the past 60 days.
The funds used by the Limited Partnerships to purchase the shares
of Common Stock through exercise of Rights were obtained by such entities from
capital contributions by their partners and from the available funds of such
entities.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 is hereby amended and supplemented as follows:
Prior to the expiration of the Rights Offering, on July 28, 1999,
each of the Limited Partnerships fully exercised the Basic Subscription
Privileges and partially exercised the Conditional Over-Subscription Privileges
of their Rights. As a result of such exercises, the Limited Partnerships
purchased the number of additional shares of Common Stock set forth on Schedule
V hereto at a price per share of $5.00.
18
<PAGE>
SCHEDULE 13D
The Company accepted for payment from the Limited Partnerships
Debentures in aggregate principal amount at maturity of $216,369,000 on the
Tender Offer Expiration Date for aggregate consideration of $30,291,660,
resulting in the Limited Partnerships' ownership of Debentures in aggregate
principal amount at maturity of $199,588,000, convertible into an aggregate of
1,825,611 shares of Common Stock (after giving effect to the adjustment of the
Conversion Rate as a result of the Rights Offering as described above).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated as follows:
(a) As of August 4, 1999, GS Capital II may be deemed to own
beneficially and directly, and its general partner, GS Advisors, may be deemed
to own beneficially and indirectly, 29,581,115 shares of Common Stock, including
1,176,867 shares of Common Stock that may be acquired through the conversion of
Debentures. GS Advisors disclaims beneficial ownership of the securities
reported herein except to the extent of its pecuniary interest therein.
As of August 4, 1999, GS Offshore may be deemed to own
beneficially and directly, and its general partner, GS Advisors Cayman, may be
deemed to own beneficially and indirectly, 11,759,698 shares of Common Stock,
including 467,846 shares that may be acquired through the conversion of
Debentures. GS Advisors Cayman disclaims beneficial ownership of the securities
reported herein except to the extent of its pecuniary interest therein.
As of August 4, 1999, GS Germany may be deemed to own
beneficially and directly, and its managing partner, GS oHG, may be deemed to
own beneficially and indirectly, 1,091,109 shares of Common Stock, including
43,411 shares of Common Stock that may be acquired through the conversion of
Debentures. GS oHG disclaims beneficial ownership of the securities reported
herein except to the extent of its pecuniary interest therein.
As of August 4, 1999, 1995 Stone may be deemed to own
beneficially and directly, and its general partner, Stone Value, may be deemed
to own beneficially and indirectly, 692,025 shares of Common Stock, including
27,523 shares of Common Stock that may be acquired through the conversion of
Debentures. Stone Value disclaims beneficial ownership of the securities
reported herein except to the extent of its pecuniary interest therein.
As of August 4, 1999, 1996 Stone may be deemed to own
beneficially and directly, and its general partner, Stone Empire, may be deemed
to own beneficially and indirectly, 1,183,154 shares of Common Stock, including
47,061 shares of Common Stock that may be acquired through the conversion of
Debentures. Stone Empire disclaims beneficial ownership of the securities
reported herein except to the extent of its pecuniary interest therein.
As of August 4, 1999, 1995 Bridge may be deemed to own
beneficially and directly, and its managing general partner, Stone Value, may be
deemed to own beneficially and indirectly, 778,742 shares of Common Stock,
including 30,980 shares of Common Stock that
19
<PAGE>
SCHEDULE 13D
may be acquired through the conversion of Debentures. Stone Value disclaims
beneficial ownership of the securities reported herein except to the extent of
its pecuniary interest therein.
As of August 4, 1999, 1996 Bridge may be deemed to own
beneficially and directly, and its managing general partner, Stone Empire, may
be deemed to own beneficially and indirectly, 802,388 shares of Common Stock,
including 31,923 shares of Common Stock that may be acquired through the
conversion of Debentures. Stone Empire disclaims beneficial ownership of the
securities reported herein except to the extent of its pecuniary interest
therein.
The Company announced in its press release issued on July 29,
1999 that, as of such date, there were 83,597,550 shares of Common Stock
outstanding, after giving effect to the shares of Common Stock issued upon
exercise of the Rights in the Rights Offering.
Based on the foregoing, GS Capital II may be deemed to own
beneficially and directly approximately 34.9%, GS Advisors may be deemed to own
beneficially and indirectly approximately 34.9%, GS Offshore may be deemed to
own beneficially and indirectly approximately 14.0%, GS Advisors Cayman may be
deemed to own beneficially and indirectly approximately 14.0%, GS Germany may be
deemed to own beneficially and directly approximately 1.3%, GS oHG may be deemed
to own beneficially and indirectly approximately 1.3%, 1995 Stone may be deemed
to own beneficially and directly approximately 0.8%, 1996 Stone may be deemed to
own beneficially and directly approximately 1.4%, 1995 Bridge may be deemed to
own beneficially and directly approximately 0.9%, 1996 Bridge may be deemed to
own beneficially and directly approximately 1.0%, Stone Value may be deemed to
own beneficially and indirectly approximately 1.8% and Stone Empire may be
deemed to own beneficially and indirectly approximately 2.4%, in each case of
the outstanding shares of Common Stock.
As of August 4, 1999, Goldman Sachs and GS Group may be deemed to
beneficially own the 45,964,406 shares of Common Stock beneficially owned by the
Limited Partnerships, including 1,825,611 shares of Common Stock that may be
acquired through conversion of Debentures (after giving effect to the adjustment
of the Conversion Ratio as a result of the Rights Offering as described above).
In addition, GS Group may be deemed to beneficially own 870,000 shares of Common
Stock pursuant to the Warrants, which number of shares is subject to adjustment
due to the Rights Offering in accordance with the terms of the Warrants. In
addition, Goldman Sachs and GS Group may be deemed to beneficially own at August
2, 1999, the 76,175 shares of Common Stock held in Managed Accounts. Based on
such holdings, Goldman Sachs and GS Group may be deemed to have beneficially
owned at August 4, 1999 approximately 53.8% and 54.3%, respectively, of the
outstanding shares of Common Stock.
Goldman Sachs and GS Group disclaim beneficial ownership of (i)
the shares of Common Stock beneficially owned by the Limited Partnerships to the
extent of partnership interests in the Limited Partnerships held by persons
other than Goldman Sachs, GS Group or their affiliates and (ii) the shares of
Common Stock held in Managed Accounts.
20
<PAGE>
SCHEDULE 13D
None of the Filing Persons or, to the knowledge of the Filing
Persons, the persons listed on amended Schedules II-A-i, II-A-ii or II-C hereto
or Schedules I, II-B-i or II-B-ii to the Schedule 13D beneficially owns any
shares of Common Stock other than as set forth herein.
The Other Investors party to the Stockholders Agreement are
comprised of investment funds affiliated with The Blackstone Group, Kelso &
Company, Bain Capital Inc. and Citicorp North America, Inc. and certain
directors, officers and other employees of the Company and its subsidiaries.
Based on the information provided by the Company, after giving effect to the
exercise of Rights in the Rights Offering and the tender and acceptance for
payment of tenders of Debentures in the Tender Offer and including the 351,085
shares of Common Stock that may be acquired by certain of the Other Investors
through conversion of Debentures, the Other Investors may be deemed to be the
beneficial owners of an aggregate of approximately 24.4% of the outstanding
Common Stock.
(b) Each Filing Person shares the power to vote or direct the
vote and to dispose or to direct the disposition of shares of Common Stock
beneficially owned by such Filing Person as indicated in pages 2 through 15
above.
(c) Schedule V hereto sets forth the number of additional shares
of Common Stock acquired by the Limited Partnerships as a result of exercise of
their Rights in the Rights Offering. Other than as set forth on amended Schedule
IV and Schedule V hereto and other than the tender by the Limited Partnerships
and the acceptance for payment by the Company of Debentures in aggregate
principal amount at maturity of $216,369,000 in the Tender Offer, no
transactions in the Common Stock or Debentures were effected by the Filing
Persons, or, to their knowledge, any of the persons listed on amended Schedules
II-A-i, II-A-ii or II-C hereto or Schedules I, II-B-i or II-B-ii to the Schedule
13D, during the past 60 days.
(d) Except for clients of Goldman Sachs who may have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any shares of Common Stock held in Managed Accounts, no other
person is known by any Filing Person to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, any
shares of Common Stock beneficially owned by any Filing Person.
(e) Not applicable.
21
<PAGE>
SCHEDULE 13D
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: August 9, 1999
GOLDMAN, SACHS & CO.
By: /s/ Roger S. Begelman
----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Roger S. Begelman
----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS ADVISORS, L.P.
By: /s/ Roger S. Begelman
----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS ADVISORS II (CAYMAN), L.P.
By: /s/ Roger S. Begelman
----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
22
<PAGE>
SCHEDULE 13D
GS CAPITAL PARTNERS II, L.P.
By: /s/ Roger S. Begelman
----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS II OFFSHORE, L.P.
By: /s/ Roger S. Begelman
----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS II (GERMANY)
CIVIL LAW PARTNERSHIP (with limitation
of liability)
By: /s/ Roger S. Begelman
----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN, SACHS & CO. oHG
By: /s/ Roger S. Begelman
----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
23
<PAGE>
SCHEDULE 13D
STONE STREET FUND 1995, L.P.
By: /s/ Roger S. Begelman
----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET FUND 1996, L.P.
By: /s/ Roger S. Begelman
----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
BRIDGE STREET FUND 1995, L.P.
By: /s/ Roger S. Begelman
----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
BRIDGE STREET FUND 1996, L.P.
By: /s/ Roger S. Begelman
----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET VALUE CORP.
By: /s/ Roger S. Begelman
----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
24
<PAGE>
SCHEDULE 13D
STONE STREET EMPIRE CORP.
By: /s/ Roger S. Begelman
----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
25
<PAGE>
SCHEDULE II-A-i
The name, position and present principal occupation of each
director and executive officers of GS Advisors, Inc., the sole general partner
of GS Advisors, L.P., which is the sole general partner of GS Capital Partners
II, L.P., are set forth below.
The business address for all the executive officers and directors
listed below except Henry Cornell and Barry S. Volpert is 85 Broad Street, New
York, New York 10004. The business address of Henry Cornell is 3 Garden Road,
Hong Kong. The business address of Barry S. Volpert is 133 Fleet Street, London
EC4A 2BB, England.
All executive officers and directors listed below are United
States citizens.
Name Position Present Principal Occupation
- -------------------------------------------------------------------------
Richard A. Friedman Director/President Managing Director of Goldman,
Sachs & Co.
Terence M. O'Toole Director/Vice President Managing Director of Goldman,
Sachs & Co.
Elizabeth S.Fascitelli Treasurer Managing Director of Goldman,
Sachs & Co.
Joseph H. Gleberman Director/Vice President Managing Director of Goldman,
Sachs & Co.
Henry Cornell Vice President Managing Director of Goldman
Sachs (Asia) L.L.C.
Barry S. Volpert Director/Vice President Managing Director of Goldman
Sachs International
Eve M. Gerriets Vice President/Secretary Vice President of Goldman, Sachs
& Co.
David J. Greenwald Assistant Secretary Managing Director of Goldman,
Sachs & Co.
Esta E. Stecher Assistant Secretary Managing Director of Goldman,
Sachs & Co.
James B. McHugh Assistant Secretary Vice President of Goldman,
Sachs & Co.
26
<PAGE>
C. Douglas Fuge Assistant Treasurer Managing Director of Goldman,
Sachs & Co.
Dan H. Jester Assistant Treasurer Managing Director of Goldman,
Sachs & Co.
David A. Viniar Assistant Treasurer Managing Director of Goldman,
Sachs & Co.
Katherine B. Enquist Vice President Vice President of Goldman, Sachs
& Co.
27
<PAGE>
SCHEDULE II-A-ii
The name, position and present principal occupation of each
director and executive officers of GS Advisors II, Inc., the sole general
partner of GS Advisors II (Cayman), L.P., which is the sole general partner of
GS Capital Partners II Offshore, L.P., are set forth below.
The business address for all the executive officers and directors
listed below except Henry Cornell and Barry S. Volpert is 85 Broad Street, New
York, New York 10004. The business address of Henry Cornell is 3 Garden Road,
Hong Kong. The business address of Barry S. Volpert is 133 Fleet Street, London
EC4A 2BB, England.
All executive officers and directors listed below are United
States citizens.
Name Position Present Principal Occupation
- -----------------------------------------------------------------------------
Richard A. Friedman Director/President Managing Director of Goldman,
Sachs & Co.
Terence M. O'Toole Director/Vice President Managing Director of Goldman,
Sachs & Co.
Elizabeth S. Fascitelli Treasurer Managing Director of Goldman,
Sachs & Co.
Joseph H. Gleberman Director/Vice President Managing Director of Goldman,
Sachs & Co.
Henry Cornell Vice President Managing Director of Goldman
Sachs (Asia) L.L.C.
Barry S. Volpert Director/Vice President Managing Director of Goldman
Sachs International
Eve M. Gerriets Vice President/Secretary Vice President of Goldman,
Sachs & Co.
David J. Greenwald Assistant Secretary Managing Director of Goldman,
Sachs & Co.
Esta E. Stecher Assistant Secretary Managing Director of Goldman,
Sachs & Co.
James B. McHugh Assistant Secretary Vice President of Goldman,
Sachs & Co.
28
<PAGE>
C. Douglas Fuge Assistant Treasurer Managing Director of Goldman,
Sachs & Co.
Dan H. Jester Assistant Treasurer Managing Director of Goldman,
Sachs & Co.
David A. Viniar Assistant Treasurer Managing Director of Goldman,
Sachs & Co.
Katherine B. Enquist Vice President Vice President of Goldman,
Sachs & Co.
29
<PAGE>
SCHEDULE II-C
The name, position and present occupation of each executive
officer and director of Goldman, Sachs & Co. Finance GmbH which is the sole
managing general partner of Goldman, Sachs & Co. oHG are set forth below.
The business address for each of the executive officers and
directors listed below is MesseTurm, 60308 Frankfurt am Main, Germany. Robert H.
Jolliffe has an additional business address of 133 Fleet Street, London EC4A
2BB, England.
Of the directors and executive officers listed below, Robert H.
Jolliffe is a citizen of Great Britain, Paul M. Achleitner and Rudolf W. Ferscha
are citizens of Austria, and Stefan J. Jentzsch is a citizen of Germany.
Name Position Present Principal Occupation
- -------------------------------------------------------------------------------
Paul M. Achleitner Managing Director Managing Director of Goldman,
Sachs & Co. oHG
Stefan J. Jentzsch Managing Director Managing Director of Goldman,
Sachs & Co. oHG
Robert H. Jolliffe Managing Director Managing Director of Goldman,
Sachs & Co. oHG
Rudolf W. Ferscha Managing Director Managing Director of Goldman,
Sachs & Co. oHG
30
<PAGE>
SCHEDULE IV
Sale Price Per
(Number of Shares) Share Trade Date Settlement Date
- -------------------------------------------------------------------------------
500 $5.50 16-June-99 21-June-99
31
<PAGE>
SCHEDULE V
SHARES OF COMMON STOCK ACQUIRED THROUGH EXERCISE
OF RIGHTS IN THE RIGHTS OFFERING
LIMITED PARTNERSHIP SHARES ACQUIRED
- ------------------- ---------------
GS Capital Partners II, L.P. 9,086,772
GS Capital Partners II Offshore, L.P. 3,612,364
GS Capital Partners II (Germany) C.L.P. 335,168
Stone Street Fund 1995, L.P. 212,580
Bridge Street Fund 1995, L.P. 239,216
Stone Street Fund 1996, L.P. 363,447
Bridge Street Fund 1996, L.P. 246,479
32
