<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
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1. Name and Address of Reporting Person*
The Goldman Sachs Group, Inc.
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(Last) (First) (Middle)
85 Broad Street
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(Street)
New York, New York 10004
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(City) (State) (Zip)
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2. Issuer Name and Ticker or Trading Symbol
AMF Bowling, Inc.
(PIN)
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3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
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4. Statement for Month/Year
December/1999
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5. If Amendment, Date of Original (Month/Year)
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6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[ ] Director [ X ] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
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7. Individual or Joint/Group Filing (Check Applicable Line)
[ ] Form filed by One Reporting Person
[ X ] Form filed by More than One Reporting Person
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<TABLE>
<CAPTION>
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Table I -- Non-Derivative Securities Acquired, Disposed of, |
or Beneficially Owned |
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| | | | |6. | |
| | | 4. |5. |Owner- | |
| | | Securities Acquired (A) or |Amount of |ship | |
| | 3. | Disposed of (D) |Securities |Form: |7. |
|2. | Transaction| (Instr. 3, 4 and 5) |Beneficially |Direct |Nature of |
|Transaction | Code | -------------------------------|Owned at End |(D) or |Indirect |
1. |Date | (Instr. 8) | | (A) | |of Month |Indirect |Beneficial|
Title of Security |(Month/Day/ | -----------| Amount | or | Price |(Instr. 3 |(I) |Ownership |
(Instr. 3) |Year) | Code | V | | (D) | |and 4) |(Instr.4)|(Instr. 4)|
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
| | | | | | | | | |
Common Stock | 12/28/99 | P | | 500 | A | $2.8125| 01 | 01 | 01 |
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</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
<TABLE>
<CAPTION>
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Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned |
(e.g., puts, calls, warrants, options, convertible securities) |
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| | | | | | | |9. |10. | |
| | | | | | | |Number |Owner-| |
| | | | | | | |of |ship | |
|2. | | | | | | |Deriv- |of | |
|Conver- | | | 5. | |7. | |ative |Deriv-|11. |
|sion | | | Number of | |Title and Amount | |Secur- |ative |Nature|
|or | | | Derivative |6. |of Underlying |8. |ities |Secur-|of |
|Exer- | |4. | Securities |Date |Securities |Price |Bene- |ity: |In- |
|cise |3. |Trans- | Acquired (A) |Exercisable and |(Instr. 3 and 4) |of |ficially|Direct|direct|
|Price |Trans- |action | or Disposed |Expiration Date |----------------------|Deriv- |Owned |(D) or|Bene- |
1. |of |action |Code | of (D) |(Month/Day/Year) | |Amount |ative |at End |In- |ficial|
Title of |Deriv- |Date |(Instr | (Instr. 3, |-----------------| |or |Secur- |of |direct|Owner-|
Derivative |ative |(Month/ |8) | 4 and 5) |Date |Expira- | |Number |ity |Month |(I) |ship |
Security |Secur- |Day/ |------ | ----------------|Exer- |tion | |of |(Instr. |(Instr. |(Instr|(Instr|
(Instr. 3) |ity |Year) |Code |V| (A) | (D) |cisable |Date |Title |Shares |5) |4) |4) |4) |
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<S> <C> <C> <C> <C><C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0% Convertible| | | | | | | | | | | | | | |
Debentures due| | | | | | | | | | | | | | |
2018 | 02 | | | | | | Immed. |5/12/18 |Common Stock | 02,03 | | 03 | 01,03| 01,03|
- -----------------------------------------------------------------------------------------------------------------------------------|
Warrants to | | | | | | | | | | | | | | |
purchase | | | | | | | | | | | | | | |
Common Stock | $0.01 | | | | | | Immed. |5/1/06 |Common Stock | 870,000| | 870,000| 01,04| 01,04|
====================================================================================================================================
</TABLE>
<PAGE>
Instruction 4(b)(v) list of other Reporting Persons:
This statement is being filed by GS Capital Partners II, L.P. ("GSCP II"), GS
Capital Partners II Offshore, L.P. ("GSCP II Offshore"), GS Capital Partners II
(Germany) Civil Law Partnership ("GSCP II Germany"), Bridge Street Fund 1995,
L.P. ("Bridge Street 1995"), Bridge Street Fund 1996, L.P. ("Bridge Street
1996"), Stone Street Fund 1995, L.P. ("Stone Street 1995"), Stone Street Fund
1996, L.P. ("Stone Street 1996" and, together with GSCP II, GSCP II Offshore,
GSCP II Germany, Bridge Street 1995, Bridge Street 1996 and Stone Street 1995,
the "Limited Partnerships"), Stone Street 1995, L.L.C. ("Stone 1995 LLC"), Stone
Street 1996, L.L.C. ("Stone 1996 LLC"), GS Advisors, L.P. ("GS Advisors"), GS
Advisors II (Cayman), L.P. ("GS Advisors II"), Goldman, Sachs & Co. oHG ("GS
oHG"), Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, Inc.
("GS Group", and together with GSCP II, GSCP II Offshore, GSCP II Germany,
Bridge Street 1995, Stone Street 1995, Bridge Street 1996, Stone Street 1996,
Stone 1995 LLC, Stone 1996 LLC, GS Advisors, GS Advisors II, GS oHG and Goldman
Sachs, the "Reporting Persons"). The principal business address of each of GS
Group, GSCP II, Bridge Street 1995, Stone Street 1995, Bridge Street 1996, Stone
Street 1996, Stone 1995 LLC, Stone 1996 LLC, GS Advisors and Goldman Sachs is 85
Broad Street, New York, New York 10004. The principal business address of each
of GSCP II Offshore, and GS Advisors II is c/o Maples and Calder, P.O. Box 309,
Grand Cayman Islands. The principal business address of each of GSCP II Germany
and GS oHG is Messeturm Friedrich-Ebert-Anlage 49, 60308 Frankfurt am Main,
Germany.
Explanation of Responses:
01: The securities reported herein as purchased were purchased and may be deemed
to be beneficially owned directly by Goldman Sachs. Without admitting any legal
obligation, Goldman Sachs will remit appropriate profits, if any, to the
Company.
Goldman Sachs may be deemed to own beneficially and directly and GS Group may be
deemed to own beneficially and indirectly 1,000 shares of Common Stock. Goldman
Sachs and GS Group may be deemed to own beneficially and indirectly in the
aggregate 44,062,619 shares of Common Stock through the Limited Partnerships of
which affiliates of Goldman Sachs and GS Group are the general partner, managing
general partner or managing partner. Goldman Sachs is the investment manager of
GSCP II, GSCP II Germany and GSCP II Offshore. Goldman Sachs is an indirect
wholly-owned subsidiary of GS Group. The Reporting Persons other than Goldman
Sachs and GS Group disclaim beneficial ownership of the shares of Common Stock
reported herein as beneficially owned directly by Goldman Sachs. Goldman Sachs
and GS Group each disclaim beneficial ownership of the shares of Common Stock
reported herein as beneficially owned by the Limited Partnerships except to the
extent of their pecuniary interest therein.
GSCP II may be deemed to own beneficially and directly and its general partner,
GS Advisors, may be deemed to own beneficially and indirectly 28,404,248 shares
of Common Stock. GS Advisors disclaims beneficial ownership of the securities
reported herein except to the extent of its pecuniary interest therein.
GSCP II Offshore may be deemed to own beneficially and directly and its general
partner, GS Advisors II, may be deemed to own beneficially and indirectly,
11,291,852 shares of Common Stock. GS Advisors II disclaims beneficial ownership
of the securities reported herein except to the extent of its pecuniary interest
therein.
GSCP II Germany may be deemed to own beneficially and directly and its managing
partner, GS oHG, may be deemed to own beneficially and indirectly 1,047,698
shares of Common Stock. GS oHG disclaims beneficial ownership of the securities
reported herein except to the extent of its pecuniary interest therein.
Bridge Street 1995 may be deemed to own beneficially and directly and its
managing general partner, Stone 1995 LLC, may be deemed to own beneficially and
indirectly 747,762 shares of Common Stock. Stone 1995 LLC disclaims beneficial
ownership of the securities reported herein except to the extent of its
pecuniary interest therein.
Bridge Street 1996 may be deemed to own beneficially and directly and its
managing general partner, Stone 1996 LLC, may be deemed to own beneficially and
indirectly 770,465 shares of Common Stock. Stone 1996 LLC disclaims beneficial
ownership of the securities reported herein except to the extent of its
pecuniary interest therein.
Stone Street 1995 may be deemed to own beneficially and directly and its general
partner, Stone 1995 LLC, may be deemed to own beneficially and indirectly
664,502 shares of Common Stock. Stone 1995 LLC disclaims beneficial ownership of
the securities reported herein except to the extent of its pecuniary interest in
therein.
Stone Street 1996 may be deemed to own beneficially and directly and its general
partner, Stone 1996 LLC, may be deemed to own beneficially and indirectly
1,136,092 shares of Common Stock. Stone 1996 LLC disclaims beneficial ownership
of the securities reported herein except to the extent of its pecuniary interest
therein.
02: The conversion rate of the Zero Coupon Convertible Debentures due 2018 (the
"Debentures") is 9.1469 shares of Common Stock per $1,000 aggregate principal
amount at maturity of Debentures. The Debentures are convertible at any time
prior to maturity.
03: Goldman Sachs and GS Group may be deemed to own beneficially and indirectly
in the aggregate 1,825,611 shares of Common Stock by reason of the ownership by
the Limited Partnerships of $199,588,000 principal amount in Debentures. Goldman
Sachs and GS Group each disclaim beneficial ownership of the shares of Common
Stock reported herein as beneficially owned by the Limited Partnerships except
to the extent of their pecuniary interest therein.
GSCP II may be deemed to own beneficially and directly and its general partner,
GS Advisors, may be deemed to own beneficially and indirectly 1,176,867 shares
of Common Stock by reason of the ownership by GSCP II of $128,663,000 in
principal amount of Debentures. GS Advisors disclaims beneficial ownership of
the securities reported herein except to the extent of its pecuniary interest
therein.
GSCP II Offshore may be deemed to own beneficially and directly and its general
partner, GS Advisors II, may be deemed to own beneficially and indirectly,
467,846 shares of Common Stock by reason of the ownership by GSCP II Offshore of
$51,148,000 in principal amount of Debentures. GS Advisors II disclaims
beneficial ownership of the securities reported herein except to the extent of
its pecuniary interest therein.
GSCP II Germany may be deemed to own beneficially and directly and its managing
partner, GS oHG, may be deemed to own beneficially and indirectly 43,411 shares
of Common Stock by reason of the ownership by GSCP II Germany of $4,746,000 in
principal amount of Debentures. GS oHG disclaims beneficial ownership of the
securities reported herein except to the extent of its pecuniary interest
therein.
Bridge Street 1995 may be deemed to own beneficially and directly and its
managing general partner, Stone 1995 LLC, may be deemed to own beneficially and
indirectly 30,980 shares of Common Stock by reason of the ownership by Bridge
Street 1995 of $3,387,000 in principal amount of Debentures. Stone 1995 LLC
disclaims beneficial ownership of the securities reported herein except to the
extent of its pecuniary interest therein.
Bridge Street 1996 may be deemed to own beneficially and directly and its
managing general partner, Stone 1996 LLC, may be deemed to own beneficially and
indirectly 31,923 shares of Common Stock by reason of the ownership by Bridge
Street 1996 of $3,490,000 in principal amount of Debentures. Stone 1996 LLC
disclaims beneficial ownership of the securities reported herein except to the
extent of its pecuniary interest therein.
Stone Street 1995 may be deemed to own beneficially and directly and its general
partner, Stone 1995 LLC, may be deemed to own beneficially and indirectly 27,523
shares of Common Stock by reason of the ownership by Stone Street 1995 of
$3,009,000 in principal amount of Debentures. Stone 1995 LLC disclaims
beneficial ownership of the securities reported herein except to the extent of
its pecuniary interest therein.
Stone Street 1996 may be deemed to own beneficially and directly and its general
partner, Stone 1996 LLC, may be deemed to own beneficially and indirectly 47,061
shares of Common Stock by reason of the ownership by Stone Street 1996 of
$5,145,000 in principal amount of Debentures. Stone 1996 LLC disclaims
beneficial ownership of the securities reported herein except to the extent of
its pecuniary interest therein.
04: GS Group may be deemed to own beneficially and directly 870,000 shares of
Common Stock because of its beneficial ownership of warrants to purchase 870,000
shares of Common Stock at a purchase price of $.01 per share, such number of
shares is subject to adjustment due to the rights offering in accordance with
the terms of the warrants. These warrants are immediately exercisable, and will
expire on May 1, 2006. The Reporting Persons other than GS Group disclaim
beneficial ownership of the securities reported herein.
Signature:
GOLDMAN, SACHS & CO.
By: s/ Hans L. Reich
-------------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
THE GOLDMAN SACHS GROUP, INC.
By: s/ Hans L. Reich
-------------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GS ADVISORS, L.P.
By: s/ Hans L. Reich
-------------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GS ADVISORS II (CAYMAN), L.P.
By: s/ Hans L. Reich
-------------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GS CAPITAL PARTNERS II, L.P.
By: s/ Hans L. Reich
-------------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GS CAPITAL PARTNERS II OFFSHORE, L.P.
By: s/ Hans L. Reich
-------------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GS CAPITAL PARTNERS II (GERMANY) CIVIL LAW PARTNERSHIP
(with limitation of liability)
By: s/ Hans L. Reich
-------------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GOLDMAN, SACHS & CO. oHG
By: s/ Hans L. Reich
-------------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
STONE STREET FUND 1995, L.P.
By: s/ Hans L. Reich
-------------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
STONE STREET FUND 1996, L.P.
By: s/ Hans L. Reich
-------------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
BRIDGE STREET FUND 1995, L.P.
By: s/ Hans L. Reich
-------------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
BRIDGE STREET FUND 1996, L.P.
By: s/ Hans L. Reich
-------------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
STONE STREET 1995, L.L.C.
By: s/ Hans L. Reich
-------------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
STONE STREET 1996, L.L.C.
By: s/ Hans L. Reich
-------------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
Date: January 10, 2000
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET FUND 1995, L.P. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 16, 1999.
STONE STREET FUND 1995, L.P.
By: Stone Street 1995, L.L.C.
By: s/ Kaca B. Enquist
-----------------------
KACA B. ENQUIST, Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET FUND 1996, L.P. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 16, 1999.
STONE STREET FUND 1996, L.P.
By: Stone Street 1996, L.L.C.
By: s/ Kaca B. Enquist
--------------------
KACA B. ENQUIST, Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET FUND 1995, L.P. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 16, 1999.
BRIDGE STREET FUND 1995, L.P.
By: Stone Street 1995, L.L.C.
By: s/ Kaca B. Enquist
---------------------
KACA B. ENQUIST, Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET FUND 1996, L.P. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 16, 1999.
BRIDGE STREET FUND 1996, L.P.
By: Stone Street 1996, L.L.C.
By: s/ Kaca B. Enquist
---------------------
KACA B. ENQUIST, Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET 1995, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 16, 1999.
STONE STREET 1995, L.L.C.
By: s/ Kaca B. Enquist
---------------------
KACA B. ENQUIST, Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET 1996, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 16, 1999.
STONE STREET 1996, L.L.C.
By: Kaca B. Enquist
------------------
KACA B. ENQUIST, Vice President
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedures.
Alternatively, this Form is permitted to be submitted to the
Commission in electronic format at the option of the reporting person
pursuant to Rule 101(b)(4) of Regulation S-T.
