<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
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)
NOVEMBER 30, 1997
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: / /.
<PAGE> 2
SCHEDULE 13D
- ---------------------------- ------------------------
CUSIP NO. 03113V109 Page 2 of 27
- ---------------------------- ------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE GOLDMAN SACHS GROUP, L.P.
- --------------------------------------------------------------------------------
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 SHARED VOTING POWER
SHARES 30,303,443
BENEFICIALLY
-------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 870,000
EACH
-------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING 30,303,443
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,173,443
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.5%
- --------------------------------------------------------------------------------
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.
2
<PAGE> 3
SCHEDULE 13D
- ---------------------------- ------------------------
CUSIP NO. 03113V109 Page 3 of 27
- ---------------------------- ------------------------
- --------------------------------------------------------------------------------
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) [x]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE ORGANIZATION
NEW YORK
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
-------------------------------------------------------------------
8 SHARED VOTING POWER
SHARES 30,303,443
BENEFICIALLY
-------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
-------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
30,303,443
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,303,443
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.8%
- --------------------------------------------------------------------------------
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.
3
<PAGE> 4
SCHEDULE 13D
- ---------------------------- ------------------------
CUSIP NO. 03113V109 Page 4 of 27
- ---------------------------- ------------------------
- --------------------------------------------------------------------------------
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 SHARED VOTING POWER
SHARES 19,317,476
BENEFICIALLY
-------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
-------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
19,317,476
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,317,476
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.4%
- --------------------------------------------------------------------------------
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.
4
<PAGE> 5
SCHEDULE 13D
- ---------------------------- ------------------------
CUSIP NO. 03113V109 Page 5 of 27
- ---------------------------- ------------------------
- --------------------------------------------------------------------------------
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 SHARED VOTING POWER
SHARES 19,317,476
BENEFICIALLY
-------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
-------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
19,317,476
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,317,476
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.4%
- --------------------------------------------------------------------------------
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.
5
<PAGE> 6
SCHEDULE 13D
- ---------------------------- ------------------------
CUSIP NO. 03113V109 Page 6 of 27
- ---------------------------- ------------------------
- --------------------------------------------------------------------------------
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 SHARED VOTING POWER
SHARES 7,679,488
BENEFICIALLY
-------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
-------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
7,679,488
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,679,488
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
- --------------------------------------------------------------------------------
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.
6
<PAGE> 7
SCHEDULE 13D
- ---------------------------- ------------------------
CUSIP NO. 03113V109 Page 7 of 27
- ---------------------------- ------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS II GERMANY C.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
GERMANY
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
-------------------------------------------------------------------
8 SHARED VOTING POWER
SHARES 712,530
BENEFICIALLY
-------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
-------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
712,530
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
712,530
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
- --------------------------------------------------------------------------------
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.
7
<PAGE> 8
SCHEDULE 13D
- ---------------------------- ------------------------
CUSIP NO. 03113V109 Page 8 of 27
- ---------------------------- ------------------------
- --------------------------------------------------------------------------------
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 SHARED VOTING POWER
SHARES 7,679,488
BENEFICIALLY
-------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
-------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
7,679,488
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,679,488
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
- --------------------------------------------------------------------------------
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.
8
<PAGE> 9
SCHEDULE 13D
- ---------------------------- ------------------------
CUSIP NO. 03113V109 Page 9 of 27
- ---------------------------- ------------------------
- --------------------------------------------------------------------------------
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 SHARED VOTING POWER
SHARES 712,530
BENEFICIALLY
-------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
-------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
712,530
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
712,530
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
- --------------------------------------------------------------------------------
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.
9
<PAGE> 10
SCHEDULE 13D
- ---------------------------- ------------------------
CUSIP NO. 03113V109 Page 10 of 27
- ---------------------------- ------------------------
- --------------------------------------------------------------------------------
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 SHARED VOTING POWER
SHARES 451,922
BENEFICIALLY
-------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
-------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
451,922
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
451,922
- --------------------------------------------------------------------------------
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.
10
<PAGE> 11
SCHEDULE 13D
- ---------------------------- ------------------------
CUSIP NO. 03113V109 Page 11 of 27
- ---------------------------- ------------------------
- --------------------------------------------------------------------------------
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 SHARED VOTING POWER
SHARES 508,546
BENEFICIALLY
-------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
-------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
508,546
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
508,546
- --------------------------------------------------------------------------------
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.
11
<PAGE> 12
SCHEDULE 13D
- ---------------------------- ------------------------
CUSIP NO. 03113V109 Page 12 of 27
- ---------------------------- ------------------------
- --------------------------------------------------------------------------------
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 SHARED VOTING POWER
SHARES 772,646
BENEFICIALLY
-------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
-------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
772,645
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
772,645
- --------------------------------------------------------------------------------
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.
12
<PAGE> 13
SCHEDULE 13D
- ---------------------------- ------------------------
CUSIP NO. 03113V109 Page 13 of 27
- ---------------------------- ------------------------
- --------------------------------------------------------------------------------
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 SHARED VOTING POWER
SHARES 523,986
BENEFICIALLY
-------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
-------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
523,986
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
523,986
- --------------------------------------------------------------------------------
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.
13
<PAGE> 14
SCHEDULE 13D
- ---------------------------- ------------------------
CUSIP NO. 03113V109 Page 14 of 27
- ---------------------------- ------------------------
- --------------------------------------------------------------------------------
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 SHARED VOTING POWER
SHARES 960,468
BENEFICIALLY
-------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
-------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
960,468
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
960,468
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
- --------------------------------------------------------------------------------
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.
14
<PAGE> 15
SCHEDULE 13D
- ---------------------------- ------------------------
CUSIP NO. 03113V109 Page 15 of 27
- ---------------------------- ------------------------
- --------------------------------------------------------------------------------
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 SHARED VOTING POWER
SHARES 1,296,631
BENEFICIALLY
-------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
-------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
1,296,631
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,296,631
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
- --------------------------------------------------------------------------------
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.
15
<PAGE> 16
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the common stock, par
value $0.01 per share (the "Common Stock"), of AMF Bowling, Inc., a Delaware
corporation (the "Company").
The principal executive offices of the Company are located at 8100
AMF Drive, Richmond, Virginia 23111.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by 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, L.P. ("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").(1)
As of November 30, 1997, Goldman Sachs and GS Group may be deemed
to beneficially own 29,966,594 shares of Common Stock through the Limited
Partnerships. In addition, GS Group beneficially owns 870,000 shares of Common
Stock pursuant to warrants (the "Warrants") to purchase, for $.01 per share,
870,000 shares of Common Stock. The Warrants are immediately exercisable and
will expire on May 1, 2006. As of November 30, 1997, Goldman Sachs and GS Group
may be deemed to beneficially own 336,850 shares of Common Stock held in client
accounts with respect to which Goldman Sachs or employees of Goldman Sachs have
voting or investment discretion, or both ("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.
Each of GS Capital II, a Delaware limited partnership, GS
Offshore, a Cayman Islands exempted limited partnership, and GS Germany, a
German civil law partnership, was formed for the purpose of investing in equity
and equity-related securities primarily acquired or issued in leveraged
acquisitions, reorganizations and other private equity transactions. GS
Advisors, a Delaware limited partnership, is the sole general partner of GS
Capital II. GS Advisors Cayman, a Cayman Islands exempted limited partnership,
is the sole general partner of GS Offshore. GS oHG is the sole managing partner
of GS Germany. 1995 Stone, 1996 Stone, 1995 Bridge and 1996 Bridge, each a
Delaware limited partnership, were formed for the purpose of investing in equity
and equity-related securities primarily acquired or issued in leveraged
acquisitions, reorganizations and other private equity transactions and in other
financial instruments. Stone Value, a Delaware corporation, is the sole general
partner of 1995 Stone and the sole managing general partner of 1995 Bridge.
Stone Empire, a Delaware corporation, is the
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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.
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sole general partner of 1996 Stone and the sole managing general partner of 1996
Bridge. Goldman Sachs, a New York limited partnership, is an investment banking
firm and a member of the New York Stock Exchange, Inc. ("NYSE") and other
national exchanges. Goldman Sachs also serves as the investment manager for GS
Capital II, GS Offshore and GS Germany. GS Group, one of the general partners of
Goldman Sachs, owns a 99% interest in Goldman Sachs. GS Group is a Delaware
limited partnership and holding partnership that (directly and indirectly
through subsidiaries or affiliated companies or both) is a leading investment
banking organization. The other general partner of Goldman Sachs is The Goldman,
Sachs & Co. L.L.C., a Delaware limited liability company ("GS L.L.C.") which is
wholly-owned by GS Group and The Goldman Sachs Corporation, a Delaware
corporation ("GS Corp."). GS Corp. is the sole general partner of GS Group. The
principal business address of each Filing Person (other than GS Offshore, GS
Advisors Cayman, GS Germany and GS oHG), GS L.L.C. and GS Corp., is 85 Broad
Street, New York, NY 10004. The principal business address for each of GS
Offshore and GS Advisors Cayman is c/o Maples and Calder, P.O. Box 309, Grand
Cayman, Cayman Islands. The principal business address for each of GS Germany
and GS oHG is Messeturm Friedrich-Ebert-Anlage 49, 60308 Frankfurt am Main,
Germany.
The name, business address, present principal occupation or
employment and citizenship of each director of GS Corp. and GS L.L.C. and of
each member of the executive committees of GS Corp., GS L.L.C., GS Group and
Goldman Sachs are set forth in Schedule I hereto 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 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 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 on Schedule II-B hereto
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 managing general partner of GS
oHG, are set forth in Schedule II-C 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 Schedule
I, II-A-i, II-A-ii, II-B or II-C hereto, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) except
as set forth in Schedule III hereto, 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.
Pursuant to the "overcall" provisions (described in Item 6) of the
Stockholders Agreement, dated as of April 30, 1996 (as amended, the
"Stockholders Agreement"), by and among the Company, the Limited Partnerships
and the other investors party thereto (the "Other Investors" and, together with
the Limited Partnerships, the "Stockholders"), in September 1997, GS Capital II
purchased 789,249.93 shares of Common Stock, GS Offshore purchased 313,759.18
shares of Common Stock, GS Germany purchased 29,111.59 shares of Common Stock,
1995 Stone purchased 18,464.13 shares of Common Stock, 1996 Stone purchased
31,567.86 shares of Common Stock, 1995 Bridge purchased 20,777.51 shares of
Common Stock and 1996 Bridge purchased 21,408.42 shares of Common Stock, in each
case in cash at $20.00 per share. The total consideration for the purchase of
such shares was $24,486,772.40.
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Prior to the purchases in September 1997, GS Capital II owned
18,528,225.83 shares of Common Stock, GS Offshore owned 7,365,729.13 shares of
Common Stock, GS Germany owned 683,418.18 shares of Common Stock, 1995 Stone
owned 433,458.07 shares of Common Stock, 1996 Stone owned 741,077.80 shares of
Common Stock, 1995 Bridge owned 487,768.00 shares of Common Stock and 1996
Bridge owned 502,577.44 shares of Common Stock. GS Group also may be deemed to
beneficially own 870,000 shares of Common Stock, which represent the Warrants.
As of November 30, 1997, Goldman Sachs may be deemed to
beneficially own an additional 336,850 shares of Common Stock purchased for the
Managed Accounts. Schedule IV reflects these purchases and certain ordinary
course trading activities in the Common Stock effected by Goldman Sachs on
behalf of the Managed Accounts. The aggregate consideration for the purchases
listed on Schedule IV was $11,086,600.00.
The funds used by the Limited Partnerships to purchase the shares
of Common Stock as described above were obtained by such entities from capital
contributions by their partners and from the available funds of such entities.
The funds used to purchase shares of Common Stock for the Managed Accounts came
from client funds. GS Group received the Warrants as a fee for its service as
financial advisor to the owners of the Company's predecessor in connection with
the acquisition of the predecessor in 1996.
None of the persons listed on Schedule I, Schedule II-A-i,
II-A-ii, II-B or II-C hereto has contributed any funds or other consideration
towards the purchase of the securities of the Company, except insofar as they
may have partnership interests in any of the Filing Persons and have made
capital contributions to any of the Filing Persons, as the case may be.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Limited Partnerships purchased the shares of Common Stock for
the purpose of acquiring an equity interest in the Company. The shares of Common
Stock held in Managed Accounts were acquired in the ordinary course of business
of Goldman Sachs.
Except as disclosed herein, none of the Filing Persons or, to the
knowledge of the Filing Persons, any of the persons listed on Schedule I,
II-A-i, II-A-ii, II-B or II-C hereto has any present plans or intentions which
would result in or relate to any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D. Pursuant to the terms of the
Stockholders Agreement, the terms of which and the rights of the Limited
Partnerships under which are more fully described in Item 6, the Limited
Partnerships collectively have the right to nominate five directors of the
Company and to nominate a majority (not limited to a simple majority) of the
Board of Directors of the Company (the "Board of Directors") so long as the
Limited Partnerships and their Permitted Transferees (as hereinafter defined)
hold a majority of the outstanding Common Stock. Two Managing Directors of
Goldman Sachs, Richard A. Friedman and Terence M. O'Toole, and a limited partner
of GS Group, Peter M. Sacerdiote, have been elected as directors of the Company.
In that capacity, they will be consulted, and will vote, on matters that are
presented to the Board of Directors, including sales of assets, extraordinary
corporate transactions, and changes to the Company's capitalization, dividend
policy, business or corporate structure. Furthermore, Messrs. Friedman and
O'Toole are the only members of the Executive Committee of the Board of
Directors, which has the powers described in Item 6 below. In addition, in
connection with the initial public offering of Common Stock in November 1997
(the "IPO"), the Limited Partnerships agreed not to sell or otherwise dispose of
any shares of Common Stock (or securities substantially similar to, convertible
into, or exchangeable for, Common Stock) for a period of 180 days after November
3, 1997 (the "Lock-up"). The Lock-up
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is further described in Item 6. The Limited Partnerships have certain
registration rights with respect to the shares of Common Stock that they hold,
the terms of which are more fully described in Item 6.
Engagement Letter. The subsidiary of the Company through which all
of the Company's operations are held ("Bowling Worldwide") and Goldman Sachs
are parties to an engagement letter pursuant to which Goldman Sachs are retained
as Bowling Worldwide's financial advisor to provide investment banking and
financial advisory services, including in connection with any acquisitions,
dispositions or financings. Pursuant to the engagement, Bowling Worldwide has
agreed to reimburse Goldman Sachs for their out-of-pocket expenses and indemnify
Goldman Sachs in connection with their services arising under the engagement.
Each of the Filing Persons expects to evaluate on an ongoing basis
the Company's financial condition, business, operations and prospects, the
market price of the Common Stock, conditions in the securities markets
generally, general economic and industry conditions and other factors.
Accordingly, each Filing Person reserves the right to change its plans and
intentions at any time, as it deems appropriate. In particular, the Filing
Persons may purchase additional shares of Common Stock or may sell shares of
Common Stock from time to time in public or private transactions and/or may
enter into privately negotiated derivative transactions with institutional
counterparties to hedge the market risk of some or all of its positions in the
Common Stock or other securities. Any such transactions may be effected at any
time or from time to time (subject to any applicable limitations imposed on the
sale of any of their shares of Common Stock by the Securities Act of 1933, as
amended (the "Securities Act"), and, in the case of sales by the Limited
Partnerships, subject to the other restrictions described in Item 6). To the
knowledge of each Filing Person, each of the persons listed on Schedule I,
II-A-i, II-A-ii, II-B or II-C hereto may make the same evaluation.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of November 30, 1997, 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, 19,317,476 shares of Common Stock. GS
Advisors disclaims beneficial ownership of the securities reported herein except
to the extent of its pecuniary interest in such securities.
As of November 30, 1997, 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, 7,679,488 shares of Common Stock. GS
Advisors Cayman disclaims beneficial ownership of the securities reported herein
except to the extent of its pecuniary interest in such securities.
As of November 30, 1997, GS Germany may be deemed to own
beneficially and directly, and its managing partner, GS oHG, may be deemed to
own beneficially and indirectly, 712,530 shares of Common Stock. GS oHG
disclaims beneficial ownership of the securities reported herein except to the
extent of its pecuniary interest in such securities.
As of November 30, 1997, 1995 Stone may be deemed to own
beneficially and directly, and its general partner, Stone Value, may be deemed
to own beneficially and indirectly, 451,922 shares of Common Stock. Stone Value
disclaims beneficial ownership of the securities reported herein except to the
extent of its pecuniary interest in such securities.
As of November 30, 1997, 1996 Stone may be deemed to own
beneficially and directly, and its general partner, Stone Empire, may be deemed
to own beneficially and indirectly, 772,645 shares of Common Stock. Stone Empire
disclaims beneficial ownership of the securities reported herein except to the
extent of its pecuniary interest in such securities.
As of November 30, 1997, 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, 508,546 shares of Common Stock. Stone
Value disclaims beneficial ownership of the securities reported herein except to
the extent of its pecuniary interest in such securities.
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<PAGE> 20
As of November 30, 1997, 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, 523,986 shares of Common Stock.
Stone Empire disclaims beneficial ownership of the securities reported herein
except to the extent of its pecuniary interest in such securities.
Based on information provided to the Filing Persons by the
Company's transfer agent, as of November 30, 1997, there were 59,630,000 shares
of Common Stock outstanding.
Based on the foregoing, GS Capital II may be deemed to own
beneficially and directly approximately 32.4%, GS Advisors may be deemed to own
beneficially and indirectly approximately 32.4%, GS Offshore may be deemed to
own beneficially and indirectly approximately 12.9%, GS Advisors Cayman may be
deemed to own beneficially and indirectly approximately 12.9%, GS Germany may be
deemed to own beneficially and directly approximately 1.2%, GS oHG may be deemed
to own beneficially and indirectly approximately 1.2%, 1995 Stone may be deemed
to own beneficially and directly approximately 0.8%, 1996 Stone may be deemed to
own beneficially and directly approximately 1.3%, 1995 Bridge may be deemed to
own beneficially and directly approximately 0.9%, 1996 Bridge may be deemed to
own beneficially and directly approximately 0.9%, Stone Value may be deemed to
own beneficially and indirectly approximately 1.6% and Stone Empire may be
deemed to own beneficially and indirectly approximately 2.2%, in each case of
the outstanding shares of Common Stock.
As of November 30, 1997, Goldman Sachs and GS Group may be deemed
to beneficially own the 29,966,593 shares of Common Stock beneficially owned by
the Limited Partnerships. In addition, GS Group may be deemed to beneficially
own 870,000 shares of Common Stock pursuant to the Warrants. The Warrants
are immediately exercisable and will expire on May 1, 2006. A copy of the
Warrant Agreement, dated as of May 1, 1996, between the Company and GS Group
pursuant to which the Warrants were issued is filed as Exhibit (1) hereto and is
incorporated herein by reference. In addition, Goldman Sachs and GS Group may be
deemed to beneficially own at November 30, 1997, the 336,850 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 November 30, 1997
approximately 50.8% and 51.5%, 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.
None of the Filing Persons or, to the knowledge of the Filing
Persons, the persons listed on Schedule I, II-A-i, II-A-ii, II-B or II-C hereto
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 set forth in the Company's prospectus dated November
3, 1997, as of October 31, 1997 and as adjusted to reflect the sale of the
shares of Common Stock in the IPO, the Other Investors owned in the aggregate
approximately 23.5% 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) Except as set forth in Item 3 and Schedule IV and except, with
respect to Goldman Sachs, in its capacity as an underwriter in the IPO (as
further described in Item 6), no transactions in the Common Stock were effected
by the Filing Persons, or, to their knowledge, any of the persons listed on
Schedule I or Schedule II-A-i, II-A-ii, II-B or II-C hereto, during the past
sixty days. Schedule IV sets forth transactions in the Common Stock which have
been effected by Goldman Sachs on behalf of Managed Accounts during the period
from October 1, 1997 through November 30, 1997. The purchases set forth on
Schedule IV were made in the ordinary course of
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business of Goldman Sachs and were effected on the NYSE and the over-the-counter
market.
(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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Stockholders Agreement. The Stockholders Agreement confers on the
Limited Partnerships collectively the right to increase or decrease the Board of
Directors from its initial size of nine members. The Limited Partnerships
collectively have the right to nominate five directors and to nominate a
majority (not limited to a simple majority) of the members of the Board of
Directors, so long as the Limited Partnerships and their Permitted Transferees
(as hereinafter defined) hold a majority of the outstanding shares of Common
Stock. The Limited Partnership collectively and each of certain of the Other
Investors (the "Governance Investors") has the right to nominate, subject to the
consent of the Limited Partnerships, one member of the Board of Directors, so
long as the number of shares of Common Stock held by it and certain of its
permitted transferees under the Stockholders Agreement is equal to at least
one-half of the sum of (i) the number of shares initially purchased by it and
its Permitted Transferees plus (ii) the number of additional shares that the
Governance Investor was required to purchase pursuant to the "overcall"
provisions of the Stockholders Agreement described below (in each case, subject
to appropriate adjustments). If a Governance Investor is no longer entitled to
nominate a director, the director is required to resign or be subject to removal
by the Stockholders. The Limited Partnerships collectively and each Governance
Investor has the right to recommend removal, with or without cause, of any
director nominated by it, in which case such director must resign immediately or
be subject to removal by the Stockholders. In the event of death, removal or
resignation of a director nominated by a Governance Investor, so long as the
Governance Investor continues to have the right to nominate a director for such
position, the Governance Investor has the right to nominate (subject to the
consent of the Limited Partnerships) a director to fill the vacancy created. A
quorum may be constituted by a majority of the number of directors then in
office, but not less than one-third of the whole Board of Directors, including
at least one of the directors nominated by the Limited Partnerships.
Pursuant to the "overcall" provisions of the Stockholders
Agreement, the Limited Partnerships collectively and each of certain of the
Other Investors agreed, for a period of two years from April 30, 1996, to
purchase additional shares of Common Stock having an aggregate purchase price of
up to 20% of the amount initially invested by such investor (i.e., collectively
up to a total of $75.6 million) upon the request of the Board of Directors. Any
such additional investments were required to be made pro rata by the funding
investors. Funds raised through such additional investments could be used only
to finance acquisitions of businesses or assets, capital expenditures,
investments in partnerships or joint ventures or other investments in the
business of the Company and its subsidiaries, or any similar transactions or
expenditures. Such additional shares have since been purchased, and the
Stockholders have no further rights or obligations to make capital contributions
under the "overcall" provisions of the Stockholders Agreement.
The Stockholders Agreement provides for the continual existence of
an Executive Committee, consisting of two directors designated by the Limited
Partnerships. The Executive Committee currently is comprised of Messrs.
Friedman and O'Toole, each a Managing Director of Goldman Sachs. The Executive
Committee may exercise all the powers and authority of the Board of Directors
(subject to any
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restrictions under Delaware law) except with respect to those
actions requiring a Special Vote and, in the case of matters which under the
Stockholders Agreement require a prior meeting of the Board of Directors, only
after such meeting has occurred. A "Special Vote" is required for (i) the
issuance of capital stock below fair market value, (ii) the grant or issuance of
options or warrants exercisable or exchangeable for more than 2,877,151 shares,
(iii) entering into certain transactions with affiliates of the Limited
Partnerships and (iv) amendments to the Stockholders Agreement, the Company's
Certificate of Incorporation or the Company's By-Laws which amendments would
adversely affect the rights and obligations of certain Governance Investors;
provided, that any amendment affecting a Stockholder differently from any other
Stockholder requires such Stockholder's approval. Matters requiring a Special
Vote must be approved by a majority of the directors nominated by the Limited
Partnerships who are not employees of the Company and its subsidiaries, and at
least one investor director nominated by certain Governance Investors (if there
is one serving at such time).
Pursuant to the Stockholders Agreement, each of the Stockholders
has agreed (i) to appear in person or by proxy at any stockholder meeting for
the purpose of obtaining a quorum, (ii) to vote its shares of Common Stock at
any stockholder meeting called for the purpose of voting on the election or
removal of directors in favor of the election or removal of directors, as
applicable, in accordance with the provisions described in the third preceding
paragraph, (iii) otherwise to vote its shares of Common Stock at stockholder
meetings in a manner consistent with the Stockholders Agreement, (iv) not to
grant any proxy or enter into any voting trust with respect to the Common Stock
it holds or enter into any stockholder agreement or arrangement inconsistent
with the provisions of the Stockholders Agreement and (v) not to act as a member
of a group or in concert with others in connection with the acquisition,
disposition or voting of shares of Common Stock in any manner inconsistent with
the Stockholders Agreement.
The Stockholders Agreement provides that in the event a
Stockholder determines to sell its shares of Common Stock (other than sales
effected through open market, nondirected broker's transactions pursuant to Rule
144 of the Securities Act), such Stockholder must give the other Stockholders
notice thereof and such other Stockholders must have the opportunity to sell a
pro rata share of their Common Stock in such a sale. Moreover, in the event
Stockholders owning 51% or more of the outstanding Common Stock propose to sell
all of the Common Stock held by such Stockholders pursuant to a stock sale,
merger, business combination, recapitalization, consolidation, reorganization,
restructuring or similar transaction, such Stockholders will have the right,
under certain circumstances, to require the other Stockholders to sell the
equity securities of the Company held by such other Stockholders in such sale on
the same terms and conditions and at the same price as the Stockholders
proposing to sell.
The foregoing rights and obligations will terminate upon the first
to occur of: (i) the Limited Partnerships, certain of the Other Investors and
their respective permitted transferees under the Stockholders Agreement (the
"Permitted Transferees") holding in the aggregate less than 50% of the sum of
(a) the number of shares of Common Stock outstanding, on a fully diluted basis,
immediately after giving effect to the transactions contemplated by the
subscription agreement (the "Subscription Agreement") entered into on the same
date and by certain of the same parties to the Stockholders Agreement, and (b)
the number of additional shares of Common Stock, if any, issued pursuant to the
"overcall" provisions of the Stockholders Agreement and (ii) the Limited
Partnerships, certain of the Other Investors and their respective Permitted
Transferees holding in the aggregate less than 40% of the fully diluted shares
of Common Stock then outstanding. Notwithstanding these provisions, in the event
of any merger, recapitalization, consolidation, reorganization or other
restructuring of the Company as a result of which the Stockholders and their
Permitted Transferees own less than a majority of the outstanding voting power
of the entity surviving such transaction, the Stockholders Agreement will
terminate. A copy of the Stockholders Agreement is filed as Exhibit (2) hereto
and is incorporated herein by reference.
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Registration Rights Agreement. The Limited Partnerships, the
Stockholders and the Company are parties to a Registration Rights Agreement (as
amended, the "Registration Rights Agreement"), a copy of which is filed as
Exhibit (3) hereto and is incorporated herein by reference. Pursuant to the
Registration Rights Agreement, (i) each of certain of the Other Investors, in
each case as a group (the "Registration Rights Investors"), may make one demand
(subject to certain exceptions) of the Company to register shares of Common
Stock held by such group and (ii) the Limited Partnerships, as a group, may make
up to five demands (subject to certain exceptions) of the Company to register
shares of Common Stock held by it, in each case, so long as (a) the aggregate
offering price for the shares to be sold is at least $50 million and (b) shares
representing at least 5% of the sum of (1) the number of shares of Common Stock
purchased by the Limited Partnerships, as a group, prior to execution of the
Subscription Agreement, (2) the number of shares of Common Stock issued pursuant
to the Subscription Agreement and (3) the number of shares (subject to
adjustment) of Common Stock purchased by the Stockholders pursuant to the
"overcall" provisions of the Stockholders Agreement are being registered. Upon a
demand for registration by any of the Limited Partnerships or the Registration
Rights Investors, each of the other Stockholders is to be given the opportunity
to participate on a pro rata basis in the registration demanded. The
Registration Rights Agreement also provides the Stockholders with piggyback
registration rights which allow each of them to include all or a portion of
their shares of Common Stock under a registration statement filed by the
Company, subject to certain exceptions and limitations.
Underwriting Agreement. In connection with the IPO, Goldman Sachs
entered into an Underwriting Agreement, dated November 3, 1997 (the "U.S.
Underwriting Agreement"), among the Company and Goldman Sachs, Morgan Stanley &
Co. Incorporated, Cowen & Company and Schroder & Co. Inc., as representatives of
the several underwriters listed in Schedule I thereto (the "U.S. Underwriters"),
and an Underwriting Agreement, dated November 3, 1997, (the "International
Underwriting Agreement" and, together with the U.S. Underwriting Agreement, the
"Underwriting Agreements"), among the Company and Goldman Sachs International,
Morgan Stanley & Co. International Limited, Cowen International L.P. and J.
Henry Schroder & Co. Limited, as representatives of the several underwriters
listed in Schedule I thereto (the "International Underwriters" and, together
with the U.S. Underwriters, the "Underwriters"). Copies of the Underwriting
Agreements are filed as Exhibits (4) and (5) hereto and are incorporated herein
by reference. The Underwriting Agreements provide for purchases by the
Underwriters from the Company of 13,500,000 shares of Common Stock, and up to an
additional 2,025,000 shares of Common Stock at the same purchase price for the
purpose of covering over-allotments. The Underwriters executed the
over-allotment options in full on November 5, 1997. The initial public offering
price in the IPO was $19.50 per share. Under the Underwriting Agreements, the
Underwriters purchased the shares net of an underwriting discount of $1.22 per
share. The Underwriting Agreements contain standard terms and conditions for a
public offering including customary representations and warranties and indemnity
provisions. Pursuant to the Underwriting Agreements, Goldman Sachs purchased an
aggregate of 1,987,200 shares of Common Stock and Goldman Sachs International,
an English unlimited company, purchased 745,200 shares of Common Stock
(including, in each case, shares of Common Stock purchased pursuant to the
exercise of the Underwriters' over-allotment options).
Lock-up. In connection with the IPO, the Company's officers and
directors and certain stockholders (including the Limited Partnerships) holding
in the aggregate 44,005,000 shares of Common Stock prior to the IPO have agreed
that, during the period beginning from the date of the Underwriting Agreements
and continuing to and including the date 180 days after the date of the final
Prospectus, dated November 3, 1997, they will not offer, sell or otherwise
dispose of any shares of Common Stock or any securities of the Company that are
substantially similar to the Common Stock, including, but not limited to, any
securities that are convertible into or exchangeable for, or that represent the
right to receive, Common Stock or any such
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substantially similar securities without the prior written consent of the
representative of the Underwriters. A copy of the form of the Lock-up Agreement
is filed as Exhibit (6) and is incorporated herein by reference.
The foregoing descriptions in this Statement of the Stockholders
Agreement, the Registration Rights Agreement, the Underwriting Agreements and
the Lock-Up Agreement are qualified in their entirety by reference to the
Stockholders Agreement, the Registration Rights Agreement, the Underwriting
Agreements and Lock-Up Agreement, copies of which are filed as Exhibits (2),
(3), (4), (5) and (6) hereto, respectively, and are incorporated herein by
reference.
Except as described herein, none of the Filing Persons or, to the
knowledge of each of the Filing Persons, any of the persons listed on Schedule
I, II-A-i, II-A-ii, II-B or II-C hereto is a party to any contract, arrangement,
understanding or relationship with respect to any securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Warrant Agreement, dated as of May 1, 1996, between the Company and The
Goldman Sachs Group, L.P. (incorporated herein by reference to Exhibit
10.15 to the Company's Registration Statement on Form S-1 No. 333-34099)
(2) Stockholders Agreement by and among the Company, the Limited Partnerships
and the other parties thereto, dated as of April 30, 1996, and the
amendments thereto (incorporated herein by reference to Exhibits 10.15 to
the Company's Registration Statement on Form S-1 No. 333-34099)
(3) Registration Rights Agreement by and among the Company, the Limited
Partnerships and the other parties thereto, dated as of April 30, 1996,
and the amendments thereto (incorporated herein by reference to Exhibits
10.10 through and including 10.14 to the Company's Registration Statement
on Form S-1 No. 333-34099)
(4) U.S. Underwriting Agreement (incorporated herein by reference to Exhibit
1.1 to the Company's Registration Statement on Form S-1 No.
333-34099)
(5) International Underwriting Agreement
(6) Form of Lock-Up Agreement
(7) Joint Filing Agreement
24
<PAGE> 25
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.
December 10, 1997
GOLDMAN, SACHS & CO.
By: /s/ Richard Friedman
----------------------------------------------
Name: Richard A. Friedman
Title: Managing Director
THE GOLDMAN SACHS GROUP, L.P.
By: The Goldman Sachs Corporation,
its general partner
By: /s/ Richard Friedman
----------------------------------------------
Name: Richard A. Friedman
Title: Executive Vice President
GS ADVISORS, L.P.
By: GS Advisors, Inc., its general partner
By: /s/ Richard Friedman
----------------------------------------------
Name: Richard A. Friedman
Title: President
GS ADVISORS (CAYMAN), L.P.
By: GS Advisors II, Inc., its general partner
By: /s/ Richard A. Friedman
----------------------------------------------
Name: Richard A. Friedman
Title: President
25
<PAGE> 26
GS CAPITAL PARTNERS II, L.P.
By: GS Advisors, L.P., its general partner
By: GS Advisors, Inc., its general partner
By: /s/ Richard Friedman
----------------------------------------------
Name: Richard A. Friedman
Title: President
GS CAPITAL PARTNERS II OFFSHORE L.P.
By: GS Advisors II (Cayman), L.P.,
its general partner
By: GS Advisors II, Inc., its general partner
By: /s/ Richard A. Friedman
----------------------------------------------
Name: Richard A. Friedman
Title: President
GS CAPITAL PARTNERS II GERMANY CIVIL
LAW PARTNERSHIP (with limitation of liability)
By: Goldman, Sachs & Co. oHG,
its managing partner
By: Goldman, Sachs & Co. Finanz GmbH,
its managing partner
By: /s/ Richard A. Friedman
----------------------------------------------
Name: Richard A. Friedman
Title: Attorney-in-Fact
GOLDMAN, SACHS & CO. oHG
By: Goldman, Sachs & Co. Finanz GmbH,
its managing partner
By: /s/ Richard A. Friedman
----------------------------------------------
Name: Richard A. Friedman
Title: Attorney-in-Fact
STONE STREET FUND 1995, L.P.
By: Stone Street Value Corp.,
its general partner
By: /s/ Richard A. Friedman
----------------------------------------------
Name: Richard A. Friedman
Title: Vice President
26
<PAGE> 27
STONE STREET FUND 1996, L.P.
By: Stone Street Empire Corp.,
its general partner
By: /s/ Richard A. Friedman
----------------------------------------------
Name: Richard A. Friedman
Title: Vice President
BRIDGE STREET FUND 1995, L.P.
By: Stone Street Value Corp.,
its managing general partner
By: /s/ Richard A. Friedman
----------------------------------------------
Name: Richard A. Friedman
Title: Vice President
BRIDGE STREET FUND 1996, L.P.
By: Stone Street Empire Corp.,
its managing general partner
By: /s/ Richard A. Friedman
----------------------------------------------
Name: Richard A. Friedman
Title: Vice President
STONE STREET VALUE CORP.
By: /s/ Richard A. Friedman
----------------------------------------------
Name: Richard A. Friedman
Title: Vice President
STONE STREET EMPIRE CORP.
By: /s/ Richard A. Friedman
----------------------------------------------
Name: Richard A. Friedman
Title: Vice President
27
<PAGE> 28
SCHEDULE I
The name of each director of The Goldman Sachs Corporation and The
Goldman, Sachs & Co. L.L.C. and of each member of the executive committees of
The Goldman Sachs Corporation, The Goldman Sachs & Co. L.L.C., The Goldman Sachs
Group, L.P. and Goldman, Sachs & Co. is set forth below. The business address of
each person listed below except John A. Thain and John L. Thornton is 85 Broad
Street, New York, NY 10004. The business address of John A. Thain and John L.
Thornton is 133 Fleet Street, London EC4A 2BB, England. Each person is a citizen
of the United States of America. The present principal occupation or employment
of each of the listed persons is as a managing director of Goldman, Sachs & Co.
or another Goldman Sachs operating entity and as a member of the executive
committee.
Jon Z. Corzine
Henry M. Paulson, Jr.
Roy J. Zuckerberg
Robert J. Hurst
John A. Thain
John L. Thornton
<PAGE> 29
SCHEDULE II-A-i
---------------
The name, business address, present principal occupation of each
director and executive officer 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 is 85 Broad Street, New York, New York 10004.
The business address of Henry Cornell is 3 Garden Road, Hong Kong.
All executive officers and directors listed below are United States
citizens.
<TABLE>
<CAPTION>
Name Position Present Principal Occupation
- ---- -------- ----------------------------
<S> <C> <C>
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. Cogan 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 &
Co.
Eve M. Gerriets Vice President/Secretary Vice President of Goldman, Sachs & Co.
David J. Greenwald Assistant Secretary Vice President of Goldman, Sachs & Co.
C. Douglas Fuge Assistant Treasurer Managing Director of Goldman, Sachs &
Co.
Katherine B. Enquist Vice President Vice President of Goldman, Sachs & Co.
</TABLE>
<PAGE> 30
SCHEDULE II-A-ii
----------------
The name, business address, present principal occupation of each
director and executive officer 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 is 85 Broad Street, New York, New York 10004.
The business address of Henry Cornell is 3 Garden Road, Hong Kong.
All executive officers and directors listed below are United States
citizens.
<TABLE>
<CAPTION>
Name Position Present Principal Occupation
- ---- -------- ----------------------------
<S> <C> <C>
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. Cogan 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 &
Co.
Eve M. Gerriets Vice President/Secretary Vice President of Goldman, Sachs & Co.
David J. Greenwald Assistant Secretary Vice President of Goldman, Sachs & Co.
C. Douglas Fuge Assistant Treasurer Managing Director of Goldman, Sachs &
Co.
Katherine B. Enquist Vice President Vice President of Goldman, Sachs & Co.
</TABLE>
<PAGE> 31
SCHEDULE II-B
The name, position and present principal occupation of each director
and executive officer of Stone Street Value Corp., the sole general partner of
Stone Street Fund 1995, L.P. and the sole managing general partner of Bridge
Street Fund 1995, L.P., as well as the name, position and present principal
occupation of each director and executive officer of Stone Street Empire Corp.,
the sole general partner of Stone Street Fund 1996, L.P. and the sole managing
general partner of Bridge Street Fund 1996, L.P., are set forth below.
The business address for all the executive officers and directors
listed below is 85 Broad Street, New York, New York 10004.
All executive officers and directors listed below are United States
citizens.
<TABLE>
<CAPTION>
Name Position Present Principal Occupation
- ---- -------- ----------------------------
<S> <C> <C>
Richard A. Friedman Director/Vice President Managing Director of Goldman, Sachs &
Co.
Avi M. Nash Director/Vice President Managing Director of Goldman, Sachs &
Co.
Jeffrey B. Goldenberg Director/Vice President Managing Director of Goldman, Sachs &
Co.
William J. McMahon Director/Vice President Vice President of Goldman, Sachs & Co.
Dinakar Singh Director/Vice President Vice President of Goldman, Sachs & Co.
Jonathan L. Kolatch Director/Vice President Managing Director of Goldman, Sachs &
Co.
Sanjeev K. Mehra Director/Vice President Managing Director of Goldman, Sachs &
Co.
Eric M. Mindich Director/Vice President/ Managing Director of Goldman, Sachs &
Treasurer Co.
Peter G. Sachs Director/Vice President Limited Partner of The Goldman Sachs
Group, L.P.
Glenn R. Fuhrman Director/Vice President Managing Director of Goldman, Sachs &
Co.
Peter M. Sacerdote Director/Chairman/C.E.O./ Limited Partner of The Goldman Sachs
President Group, L.P.
David J. Greenwald Vice President Vice President of Goldman, Sachs & Co.
</TABLE>
<PAGE> 32
<TABLE>
<CAPTION>
Name Position Present Principal Occupation
- ---- -------- ----------------------------
<S> <C> <C>
Esta E. Stecher Vice President Managing Director of Goldman, Sachs &
Co.
Richard A. Yacenda Vice President Vice President of Goldman, Sachs & Co.
C. Douglas Fuge Assistant Treasurer Managing Director of Goldman, Sachs &
Co.
Eve M. Gerriets Vice President/Secretary Vice President of Goldman, Sachs & Co.
Katherine B. Enquist Vice President Vice President of Goldman, Sachs & Co.
</TABLE>
<PAGE> 33
SCHEDULE II-C
The name, position and present occupation of each executive officer and
director of Goldman, Sachs & Co. Finanz GmbH which is the general partner of
Goldman, Sachs & Co. oHG are set forth below.
The business address for Paul M. Achleitner and Ernst Tschoeke is
MesseTurm, 60308 Frankfurt am Main, Germany. The business address for Philip D.
Murphy is 3 Garden Road, Hong Kong.
Of the directors and executive officers listed below, Philip D. Murphy
is a United States citizen, Paul M. Achleitner is a citizen of Austria, and
Ernst Tschoeke is a citizen of Germany.
<TABLE>
<CAPTION>
Name Position Present Principal Occupation
- ---- -------- ----------------------------
<S> <C> <C>
Paul M. Achleitner Managing Director Managing Director of Goldman, Sachs &
Co. oHG
Philip D. Murphy Managing Director Managing Director of Goldman, Sachs &
Co. oHG
Ernst Tschoeke Managing Director Director of Goldman, Sachs & Co. oHG
</TABLE>
<PAGE> 34
SCHEDULE III
In settlement of Securities and Exchange Commission Administrative
Proceeding File No. 3-7646 In the Matter of the Distribution of Securities
Issued by Certain Government Sponsored Enterprises, Goldman, Sachs & Co. (the
"Firm"), along with numerous other securities firms, without admitting or
denying any of the findings of the Securities and Exchange Commission (the
"SEC") consented to the entry of an Order, dated January 16, 1992. The SEC found
that the Firm, in connection with its participation in the primary distributions
of certain unsecured debt securities issued by Government Sponsored Enterprises
("GSEs"), made and kept certain records that did not accurately reflect the
Firm's customers' orders for GSEs' securities and/or offers, purchases or sales
by the Firm of the GSEs' securities effected by the Firm in violation of Section
17(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and 17 C.F.R. Sections 240.17a-3 and 240.17a-4.
The Firm was ordered to cease and desist from committing or causing
future violations of the aforementioned sections of the Exchange Act in
connection with any primary distributions of unsecured debt securities issued by
the GSEs, pay a civil money penalty to the United States Treasury in the amount
of $100,000 and maintain policies and procedures reasonably designed to ensure
the Firm's future compliance with the aforementioned sections of the Exchange
Act in connection with any primary distributions of unsecured debt securities
issued by the GSEs.
In Securities and Exchange Commission Administrative Proceeding File
No. 3-8282 In the Matter of Goldman, Sachs & Co., the Firm, without admitting or
denying any of the SEC's allegations, settled administrative proceedings
involving alleged books and records and supervisory violations relating to
eleven trades of U.S. Treasury securities in the secondary markets in 1985 and
1986. The SEC alleged that the Firm had failed to maintain certain records
required pursuant to Section 17(a) of the Exchange Act and had also failed to
supervise activities relating to the aforementioned trades in violation of
Section 15(b)(4)(E) of the Exchange Act.
The Firm was ordered to cease and desist from committing or causing any
violation of the aforementioned sections of the Exchange Act pay a civil money
penalty to the SEC in the amount of $250,000 and establish policies and
procedures reasonably designed to assure compliance with Section 17(a) of the
Exchange Act and Rules 17a-3 and 17a-4 thereunder.
<PAGE> 35
SCHEDULE IV
AMF Bowling, Inc.
Cusip No. 03113V109
<TABLE>
<CAPTION>
Purchases Sales Price Trade Date Settlement Date
--------- ----- ----- ---------- ---------------
<S> <C> <C> <C> <C> <C>
500 19.5 3-Nov-97 7-Nov-97
500 19.5 3-Nov-97 7-Nov-97
150 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
2,500 19.5 3-Nov-97 7-Nov-97
500 19.5 3-Nov-97 7-Nov-97
200 19.5 3-Nov-97 7-Nov-97
200 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
3,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
500 19.5 3-Nov-97 7-Nov-97
5,000 19.5 3-Nov-97 7-Nov-97
4,000 19.5 3-Nov-97 7-Nov-97
200 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 22.4375 10-Nov-97 14-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
4,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
500 19.5 3-Nov-97 7-Nov-97
300 19.5 3-Nov-97 7-Nov-97
500 19.5 3-Nov-97 7-Nov-97
500 19.5 3-Nov-97 7-Nov-97
500 19.5 3-Nov-97 7-Nov-97
500 19.5 3-Nov-97 7-Nov-97
500 19.5 3-Nov-97 7-Nov-97
2,000 21.875 13-Nov-97 18-Nov-97
2,000 21.875 13-Nov-97 19-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
2,000 22.625 6-Nov-97 12-Nov-97
10,000 19.5 3-Nov-97 7-Nov-97
10,000 19.5 3-Nov-97 7-Nov-97
10,000 22.125 14-Nov-97 19-Nov-97
10,000 22 14-Nov-97 19-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
3,000 19.5 3-Nov-97 7-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
1,500 19.5 3-Nov-97 7-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
</TABLE>
Page 1
<PAGE> 36
SCHEDULE IV
AMF Bowling, Inc.
Cusip No. 03113V109
<TABLE>
<CAPTION>
Purchases Sales Price Trade Date Settlement Date
--------- ----- ----- ---------- ---------------
<S> <C> <C> <C> <C> <C>
1,000 19.5 3-Nov-97 7-Nov-97
1,500 19.5 3-Nov-97 7-Nov-97
500 19.5 3-Nov-97 7-Nov-97
500 19.5 3-Nov-97 7-Nov-97
500 24.25 24-Nov-97 28-Nov-97
500 19.5 3-Nov-97 7-Nov-97
500 24.25 24-Nov-97 28-Nov-97
500 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
300 19.5 3-Nov-97 7-Nov-97
300 22.5 7-Nov-97 13-Nov-97
200 19.5 3-Nov-97 7-Nov-97
200 22.5 7-Nov-97 13-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
2,500 19.5 3-Nov-97 7-Nov-97
2,500 19.5 3-Nov-97 7-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
2,000 22.125 11-Nov-97 14-Nov-97
3,000 19.5 3-Nov-97 7-Nov-97
3,000 22.125 11-Nov-97 14-Nov-97
5,000 19.5 3-Nov-97 7-Nov-97
5,000 22.125 11-Nov-97 14-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
3,000 19.5 3-Nov-97 7-Nov-97
2,250 19.5 3-Nov-97 7-Nov-97
2,250 21.875 14-Nov-97 19-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
2,000 21.875 13-Nov-97 18-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
2,000 21.875 13-Nov-97 18-Nov-97
2,250 19.5 3-Nov-97 7-Nov-97
2,250 21.875 12-Nov-97 17-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 24.875 25-Nov-97 1-Dec-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 23.5 18-Nov-97 21-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
2,000 24.5 20-Nov-97 25-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
2,000 21.875 13-Nov-97 18-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
2,000 21.875 13-Nov-97 18-Nov-97
4,000 19.5 3-Nov-97 7-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
500 19.5 3-Nov-97 7-Nov-97
500 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
500 19.5 3-Nov-97 7-Nov-97
</TABLE>
Page 2
<PAGE> 37
SCHEDULE IV
AMF Bowling, Inc.
Cusip No. 03113V109
<TABLE>
<CAPTION>
Purchases Sales Price Trade Date Settlement Date
--------- ----- ----- ---------- ---------------
<S> <C> <C> <C> <C> <C>
500 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 22.5 6-Nov-97 12-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
2,000 22.5 6-Nov-97 12-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
2,000 22.5 6-Nov-97 12-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
2,000 22.5 6-Nov-97 12-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
2,000 22.5 6-Nov-97 12-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
3,000 19.5 3-Nov-97 7-Nov-97
6,000 19.5 3-Nov-97 7-Nov-97
6,000 22 11/16 6-Nov-97 12-Nov-97
2,500 19.5 3-Nov-97 7-Nov-97
2,500 22.375 10-Nov-97 14-Nov-97
3,000 19.5 3-Nov-97 7-Nov-97
3,000 22.875 6-Nov-97 12-Nov-97
1,500 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 24.3125 24-Nov-97 28-Nov-97
1,500 19.5 3-Nov-97 7-Nov-97
1,500 19.5 3-Nov-97 7-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
1,500 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
3,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
2,500 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 22 14-Nov-97 19-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 22.125 11-Nov-97 14-Nov-97
1,500 19.5 3-Nov-97 7-Nov-97
1,500 21.75 13-Nov-97 18-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 23 17-Nov-97 20-Nov-97
</TABLE>
Page 3
<PAGE> 38
SCHEDULE IV
AMF Bowling, Inc.
Cusip No. 03113V109
<TABLE>
<CAPTION>
Purchases Sales Price Trade Date Settlement Date
--------- ----- ----- ---------- ---------------
<S> <C> <C> <C> <C> <C>
13,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
2,000 22 12-Nov-97 17-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 24.375 20-Nov-97 25-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
3,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 21.625 13-Nov-97 18-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
500 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
2,500 19.5 3-Nov-97 7-Nov-97
2,500 21.75 13-Nov-97 18-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
800 19.5 3-Nov-97 7-Nov-97
500 19.5 3-Nov-97 7-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
500 19.5 3-Nov-97 7-Nov-97
5,700 19.5 3-Nov-97 7-Nov-97
5,700 22.498 7-Nov-97 13-Nov-97
6,700 19.5 3-Nov-97 7-Nov-97
6,700 22.498 7-Nov-97 13-Nov-97
6,700 19.5 3-Nov-97 7-Nov-97
6,700 22.498 7-Nov-97 13-Nov-97
6,700 19.5 3-Nov-97 7-Nov-97
6,700 22.498 7-Nov-97 13-Nov-97
2,500 19.5 3-Nov-97 7-Nov-97
2,500 22.498 7-Nov-97 13-Nov-97
1,800 19.5 3-Nov-97 7-Nov-97
1,800 22.498 7-Nov-97 13-Nov-97
2,500 19.5 3-Nov-97 7-Nov-97
2,500 22.498 7-Nov-97 13-Nov-97
2,400 19.5 3-Nov-97 7-Nov-97
2,400 22.498 7-Nov-97 13-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
2,000 22.498 7-Nov-97 13-Nov-97
2,400 19.5 3-Nov-97 7-Nov-97
2,400 22.498 7-Nov-97 13-Nov-97
4,000 19.5 3-Nov-97 7-Nov-97
4,000 22.5 6-Nov-97 12-Nov-97
</TABLE>
Page 4
<PAGE> 39
SCHEDULE IV
AMF Bowling, Inc.
Cusip No. 03113V109
<TABLE>
<CAPTION>
Purchases Sales Price Trade Date Settlement Date
--------- ----- ----- ---------- ---------------
<S> <C> <C> <C> <C> <C>
8,200 19.5 3-Nov-97 7-Nov-97
8,200 22.498 7-Nov-97 13-Nov-97
4,000 19.5 3-Nov-97 7-Nov-97
4,000 21.75 4-Nov-97 7-Nov-97
2,400 19.5 3-Nov-97 7-Nov-97
2,400 22.498 7-Nov-97 13-Nov-97
4,700 19.5 3-Nov-97 7-Nov-97
4,700 22.498 7-Nov-97 13-Nov-97
3,000 19.5 3-Nov-97 7-Nov-97
3,000 22.5 7-Nov-97 13-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
2,000 22.5 7-Nov-97 13-Nov-97
3,000 19.5 3-Nov-97 7-Nov-97
3,000 22.498 7-Nov-97 13-Nov-97
3,000 19.5 3-Nov-97 7-Nov-97
3,000 22.5 7-Nov-97 13-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 22.5 7-Nov-97 13-Nov-97
7,000 19.5 3-Nov-97 7-Nov-97
500 19.5 3-Nov-97 7-Nov-97
1,600 19.5 3-Nov-97 7-Nov-97
1,300 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
2,300 19.5 3-Nov-97 7-Nov-97
1,800 19.5 3-Nov-97 7-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
900 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
700 19.5 3-Nov-97 7-Nov-97
100 19.5 3-Nov-97 7-Nov-97
400 19.5 3-Nov-97 7-Nov-97
400 24 13/16 21-Nov-97 26-Nov-97
200 19.5 3-Nov-97 7-Nov-97
600 19.5 3-Nov-97 7-Nov-97
200 19.5 3-Nov-97 7-Nov-97
800 19.5 3-Nov-97 7-Nov-97
600 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 22.75 6-Nov-97 12-Nov-97
1,500 19.5 3-Nov-97 7-Nov-97
1,500 22.75 6-Nov-97 12-Nov-97
500 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,500 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
4,000 19.5 3-Nov-97 7-Nov-97
</TABLE>
Page 5
<PAGE> 40
SCHEDULE IV
AMF Bowling, Inc.
Cusip No. 03113V109
<TABLE>
<CAPTION>
Purchases Sales Price Trade Date Settlement Date
--------- ----- ----- ---------- ---------------
<S> <C> <C> <C> <C> <C>
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
3,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
500 19.5 3-Nov-97 7-Nov-97
1,750 19.5 3-Nov-97 7-Nov-97
5,600 19.5 3-Nov-97 7-Nov-97
3,200 19.5 3-Nov-97 7-Nov-97
1,600 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,600 19.5 3-Nov-97 7-Nov-97
4,200 19.5 3-Nov-97 7-Nov-97
4,200 19.5 3-Nov-97 7-Nov-97
1,600 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
750 19.5 3-Nov-97 7-Nov-97
750 21.875 13-Nov-97 18-Nov-97
7,000 19.5 3-Nov-97 7-Nov-97
7,000 22.674 6-Nov-97 12-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
8,000 19.5 3-Nov-97 7-Nov-97
8,000 22.625 7-Nov-97 13-Nov-97
3,000 19.5 3-Nov-97 7-Nov-97
3,000 21.75 4-Nov-97 7-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
10,000 19.5 3-Nov-97 7-Nov-97
10,000 22.625 7-Nov-97 13-Nov-97
2,500 19.5 3-Nov-97 7-Nov-97
2,500 22.674 6-Nov-97 12-Nov-97
1,500 19.5 3-Nov-97 7-Nov-97
1,500 21.75 4-Nov-97 7-Nov-97
1,500 19.5 3-Nov-97 7-Nov-97
5,000 19.5 3-Nov-97 7-Nov-97
5,000 22.674 6-Nov-97 12-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
5,000 19.5 3-Nov-97 7-Nov-97
5,000 22.674 6-Nov-97 12-Nov-97
5,000 19.5 3-Nov-97 7-Nov-97
10,000 19.5 3-Nov-97 7-Nov-97
500 19.5 3-Nov-97 7-Nov-97
</TABLE>
Page 6
<PAGE> 41
SCHEDULE IV
AMF Bowling, Inc.
Cusip No. 03113V109
<TABLE>
<CAPTION>
Purchases Sales Price Trade Date Settlement Date
--------- ----- ----- ---------- ---------------
<S> <C> <C> <C> <C> <C>
500 24.3125 20-Nov-97 25-Nov-97
500 19.5 3-Nov-97 7-Nov-97
500 24.25 24-Nov-97 28-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 24.25 24-Nov-97 28-Nov-97
300 19.5 3-Nov-97 7-Nov-97
300 22.5 6-Nov-97 12-Nov-97
300 19.5 3-Nov-97 7-Nov-97
300 19.5 3-Nov-97 7-Nov-97
300 21 13/16 4-Nov-97 7-Nov-97
300 19.5 3-Nov-97 7-Nov-97
300 19.5 3-Nov-97 7-Nov-97
300 22.25 5-Nov-97 10-Nov-97
300 19.5 3-Nov-97 7-Nov-97
300 19.5 3-Nov-97 7-Nov-97
300 21 13/16 4-Nov-97 7-Nov-97
300 19.5 3-Nov-97 7-Nov-97
200 19.5 3-Nov-97 7-Nov-97
200 21 13/16 4-Nov-97 7-Nov-97
300 19.5 3-Nov-97 7-Nov-97
300 19.5 3-Nov-97 7-Nov-97
300 19.5 3-Nov-97 7-Nov-97
300 19.5 3-Nov-97 7-Nov-97
300 19.5 3-Nov-97 7-Nov-97
300 19.5 3-Nov-97 7-Nov-97
300 19.5 3-Nov-97 7-Nov-97
300 19.5 3-Nov-97 7-Nov-97
300 19.5 3-Nov-97 7-Nov-97
300 19.5 3-Nov-97 7-Nov-97
200 19.5 3-Nov-97 7-Nov-97
200 21 13/16 4-Nov-97 7-Nov-97
300 19.5 3-Nov-97 7-Nov-97
300 21.875 4-Nov-97 7-Nov-97
200 19.5 3-Nov-97 7-Nov-97
1,500 19.5 3-Nov-97 7-Nov-97
1,500 19.5 3-Nov-97 7-Nov-97
1,500 19.5 3-Nov-97 7-Nov-97
300 19.5 3-Nov-97 7-Nov-97
100 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 21.875 12-Nov-97 17-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 21.875 12-Nov-97 17-Nov-97
1,500 19.5 3-Nov-97 7-Nov-97
1,500 21.875 12-Nov-97 17-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
250 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
100 19.5 3-Nov-97 7-Nov-97
</TABLE>
Page 7
<PAGE> 42
SCHEDULE IV
AMF Bowling, Inc.
Cusip No. 03113V109
<TABLE>
<CAPTION>
Purchases Sales Price Trade Date Settlement Date
--------- ----- ----- ---------- ---------------
<S> <C> <C> <C> <C> <C>
100 22 11-Nov-97 14-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,500 19.5 3-Nov-97 7-Nov-97
1,500 21 15/16 12-Nov-97 17-Nov-97
1,500 19.5 3-Nov-97 7-Nov-97
1,500 21.875 12-Nov-97 17-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 21 15/16 12-Nov-97 17-Nov-97
1,000 19.5 3-Nov-97 7-Nov-97
1,000 21.875 13-Nov-97 18-Nov-97
1,500 19.5 3-Nov-97 7-Nov-97
1,500 22 12-Nov-97 17-Nov-97
600 19.5 3-Nov-97 7-Nov-97
600 22 12-Nov-97 17-Nov-97
600 19.5 3-Nov-97 7-Nov-97
400 19.5 3-Nov-97 7-Nov-97
600 19.5 3-Nov-97 7-Nov-97
5,000 19.5 3-Nov-97 7-Nov-97
16,000 19.5 3-Nov-97 7-Nov-97
7,000 19.5 3-Nov-97 7-Nov-97
2,500 19.5 3-Nov-97 7-Nov-97
2,500 19.5 3-Nov-97 7-Nov-97
6,000 19.5 3-Nov-97 7-Nov-97
6,000 24.25 24-Nov-97 28-Nov-97
10,000 19.5 3-Nov-97 7-Nov-97
9,000 19.5 3-Nov-97 7-Nov-97
14,000 19.5 3-Nov-97 7-Nov-97
5,000 19.5 3-Nov-97 7-Nov-97
2,000 19.5 3-Nov-97 7-Nov-97
3,000 19.5 3-Nov-97 7-Nov-97
3,000 19.5 3-Nov-97 7-Nov-97
3,000 21.875 14-Nov-97 19-Nov-97
</TABLE>
Page 8
<PAGE> 43
INDEX OF EXHIBITS
(1) Warrant Agreement, dated as of May 1, 1996, between the Company and The
Goldman Sachs Group, L.P. (incorporated by reference to Exhibit 10.15
to the Company's Registration Statement on Form S-1 No. 333-34099)
(2) Stockholders Agreement by and among the Company, the Limited
Partnerships and the other parties thereto, dated as of April 30, 1996,
and the amendments thereto (incorporated herein by reference to
Exhibits 10.4 through and including 10.9 to the Company's Registration
Statement on Form S-1 No. 333-34099)
(3) Registration Rights Agreement by and among the Company, the Limited
Partnerships and the other parties thereto, dated as of April 30, 1996,
and the amendments thereto (incorporated herein by reference to Exhibit
10.10 through and including 10.14 to the Company's Registration
Statement on Form S-1 No. 333-34099)
(4) U.S. Underwriting Agreement (incorporated herein by reference to
Exhibit 1.1 to the Company's Registration Statement on Form S-1 No.
333-34099)
(5) International Underwriting Agreement
(6) Form of Lock-Up Agreement
(7) Joint Filing Agreement
<PAGE> 1
EXHIBIT 5
AMF BOWLING, INC.
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
UNDERWRITING AGREEMENT
(INTERNATIONAL VERSION)
November 3, 1997
Goldman Sachs International,
Morgan Stanley & Co. International Limited,
Cowen International L.P.,
J. Henry Schroder & Co. Limited,
As representatives of the several Underwriters
named in Schedule I hereto,
c/o Goldman Sachs International,
Peterborough Court,
133 Fleet Street,
London EC4A 2BB, England.
Ladies and Gentlemen:
AMF Bowling, Inc., a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of
2,700,000 shares (the "Firm Shares") and, at the election of the Underwriters,
up to 405,000 additional shares (the "Optional Shares") of Common Stock, par
value $.01 per share ("Stock"), of the Company (the Firm Shares and the Optional
Shares that the Underwriters elect to purchase pursuant to Section 2 hereof
being collectively called the "Shares").
It is understood and agreed to by all parties that the Company is
concurrently entering into an agreement, a copy of which is attached hereto (the
"U.S. Underwriting Agreement"), providing for the offering by the Company of up
to a total of 12,420,000 shares of Stock (the "U.S. Shares"), including the
overallotment option thereunder, through arrangements with certain underwriters
in the United States (the "U.S. Underwriters"), for whom Goldman, Sachs & Co.,
Morgan Stanley & Co. Incorporated, Cowen & Company and Schroder & Co. Inc. are
acting as representatives. Anything herein or therein to the contrary
notwithstanding, the respective closings under this Agreement and the U.S.
Underwriting Agreement are hereby expressly made conditional on one another. The
Underwriters hereunder and the U.S. Underwriters are simultaneously entering
into an Agreement between U.S. and International Underwriting Syndicates (the
"Agreement between Syndicates") which provides, among other things, for the
transfer of shares of Stock between the two syndicates and for consultation by
the Lead Managers hereunder with Goldman, Sachs & Co. prior to exercising the
rights of the Underwriters under Section 7 hereof. Two forms of prospectus are
to be used in connection with the offering and sale of shares of Stock
contemplated by the foregoing, one relating to the Shares hereunder and the
other relating to the U.S. Shares. The latter form of prospectus will be
identical to the former except for certain substitute pages. Except as used in
Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise
require, references hereinafter to the Shares shall include all of the shares of
Stock which may be sold pursuant to either this
<PAGE> 2
Agreement or the U.S. Underwriting Agreement, and references herein to any
prospectus whether in preliminary or final form, and whether as amended or
supplemented, shall include both the U.S. and the international versions
thereof.
In addition, this Agreement incorporates by reference certain
provisions from the U.S. Underwriting Agreement (including the related
definitions of terms, which are also used elsewhere herein) and, for purposes of
applying the same, references (whether in these precise words or their
equivalent) in the incorporated provisions to the "Underwriters" shall be to the
Underwriters hereunder, to the "Shares" shall be to the Shares hereunder as just
defined, to "this Agreement" (meaning therein the U.S. Underwriting Agreement)
shall be to this Agreement (except where this Agreement is already referred to
or as the context may otherwise require) and to the representatives of the
Underwriters or to Goldman, Sachs & Co. shall be to the addressees of this
Agreement and to Goldman Sachs International ("GSI"), and, in general, all such
provisions and defined terms shall be applied mutatis mutandis as if the
incorporated provisions were set forth in full herein having regard to their
context in this Agreement as opposed to the U.S. Underwriting Agreement.
1. The Company hereby makes with the Underwriters the same
representations, warranties and agreements as are set forth in Section 1 of the
U.S. Underwriting Agreement, which Section is incorporated herein by this
reference.
2. Subject to the terms and conditions herein set forth, (a) the
Company agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at
a purchase price per share of $18.28, the number of Firm Shares set forth
opposite the name of such Underwriter in Schedule I hereto and (b) in the event
and to the extent that the Underwriters shall exercise the election to purchase
Optional Shares as provided below, the Company agrees to issue and sell to each
of the Underwriters, and each of the Underwriters agrees, severally and not
jointly, to purchase from the Company, at the purchase price per share set forth
in clause (a) of this Section 2, that portion of the number of Optional Shares
as to which such election shall have been exercised (to be adjusted by you so as
to eliminate fractional shares) determined by multiplying such number of
Optional Shares by a fraction the numerator of which is the maximum number of
Optional Shares which such Underwriter is entitled to purchase as set forth
opposite the name of such Underwriter in Schedule I hereto and the denominator
of which is the maximum number of Optional Shares that all of the Underwriters
are entitled to purchase hereunder.
The Company hereby grants to the Underwriters the right to purchase at
their election up to 405,000 Optional Shares, at the purchase price per share
set forth in the paragraph above, for the sole purpose of covering
overallotments in the sale of the Firm Shares. Any such election to purchase
Optional Shares may be exercised only by written notice from you to the Company,
given within a period of 30 calendar days after the date of this Agreement,
setting forth the aggregate number of Optional Shares to be purchased and the
date on which such Optional Shares are to be delivered, as determined by you but
in no event earlier than the First Time of Delivery (as defined in Section 4
hereof) or, unless you and the Company otherwise agree in writing, earlier than
two or later than ten business days after the date of such notice.
3. Upon the authorization by GSI of the release of the Firm Shares, the
several Underwriters propose to offer the Firm Shares for sale upon the terms
and conditions set forth in the Prospectus and in the forms of Agreement among
Underwriters (International Version) and Selling Agreements, which have been
previously submitted to the Company by you. Each Underwriter hereby makes to and
with the Company the representations and agreements of such Underwriter as a
member of the selling group contained in Sections 3(d) and 3(e) of the form of
Selling Agreements.
2
<PAGE> 3
4. (a) The Shares to be purchased by each Underwriter hereunder, in
definitive form, and in such authorized denominations and registered in such
names as GSI may request upon at least forty-eight hours' prior notice to the
Company shall be delivered by or on behalf of the Company to GSI, for the
account of such Underwriter, against payment by or on behalf of such Underwriter
of the purchase price therefor by certified or official bank check or checks,
payable to the order of the Company in Federal (same day) funds. The Company
will cause the certificates representing the Shares to be made available for
checking and packaging at least twenty-four hours prior to the Time of Delivery
(as defined below) with respect thereto at the office of GSI, 85 Broad Street,
New York, New York 10004 (the "Designated Office"). The time and date of such
delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New
York City time, on November 7, 1997 or such other time and date as GSI and the
Company may agree upon in writing, and, with respect to the Optional Shares,
9:30 a.m., New York City time, on the date specified by GSI in the written
notice given by GSI of the Underwriters' election to purchase such Optional
Shares, or such other time and date as GSI and the Company may agree upon in
writing. Such time and date for delivery of the Firm Shares is herein called the
"First Time of Delivery", such time and date for delivery of the Optional
Shares, if not the First Time of Delivery, is herein called the "Second Time of
Delivery", and each such time and date for delivery is herein called a "Time of
Delivery".
(b) The documents to be delivered at each Time of Delivery by or on
behalf of the parties hereto pursuant to Section 8 of the U.S. Underwriting
Agreement, including the cross receipt for the Shares and any additional
documents reasonably requested by the Underwriters pursuant to Section 8(j) of
the U.S. Underwriting Agreement, will be delivered at the offices of Sullivan &
Cromwell, 125 Broad Street, New York, New York 10004 (the "Closing Location"),
and the Shares will be delivered at the Designated Office, all at such Time of
Delivery. A meeting will be held at the Closing Location at 2:00 p.m., New York
City time, on the New York Business Day next preceding such Time of Delivery, at
which meeting the final drafts of the documents to be delivered pursuant to the
preceding sentence will be available for review by the parties hereto. For the
purposes of this Section 4, "New York Business Day" shall mean each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in New York are generally authorized or obligated by law or
executive order to close.
5. The Company hereby makes to the Underwriters the same agreements as
are set forth in Section 6 of the U.S. Underwriting Agreement, which Section is
incorporated herein by this reference.
6. The Company and the Underwriters hereby agree with respect to
certain expenses on the same terms as are set forth in Section 7 of the U.S.
Underwriting Agreement, which Section is incorporated herein by this reference.
7. Subject to the provisions of the Agreement between Syndicates, the
obligations of the Underwriters hereunder shall be subject, in their discretion,
at each Time of Delivery, to the condition that all representations and
warranties and other statements of the Company herein are, at and as of such
Time of Delivery, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and
additional conditions identical to those set forth in Section 8 of the U.S.
Underwriting Agreement, which Section is incorporated herein by this reference.
8. (a) The Company and each of the subsidiaries of the Company listed
on the signature pages hereof (the "Designated Subsidiaries"), jointly and
severally, will indemnify and hold harmless each Underwriter against any losses,
claims, damages or liabilities, joint or several, to which such Underwriter may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in
3
<PAGE> 4
any Preliminary Prospectus, the Registration Statement or the Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that the
Company and the Designated Subsidiaries shall not be liable in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, the Registration Statement
or the Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through GSI expressly for use therein.
(b) Each Underwriter will indemnify and hold harmless the Company and
the Designated Subsidiaries against any losses, claims, damages or liabilities
to which the Company or the Designated Subsidiaries may become subject, under
the Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in any Preliminary
Prospectus, the Registration Statement or the Prospectus, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any Preliminary
Prospectus, the Registration Statement or the Prospectus or any such amendment
or supplement in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through GSI expressly for use
therein; and will reimburse the Company and the Designated Subsidiaries for any
legal or other expenses reasonably incurred by the Company and the Designated
Subsidiaries in connection with investigating or defending any such action or
claim as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection (a)
or (b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, which consent shall not be unreasonably
withheld, be counsel to the indemnifying party), and, after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under such subsection for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written consent of the
indemnified party, which consent shall not be unreasonably withheld, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any indemnified party.
4
<PAGE> 5
(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Designated Subsidiaries on the
one hand and the Underwriters on the other from the offering of the Shares. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company and the Designated Subsidiaries on the one
hand and the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering of the Shares purchased under this
Agreement (before deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by the Underwriters with respect
to the Shares purchased under this Agreement, in each case as set forth in the
table on the cover page of the Prospectus relating to such Shares. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
and the Designated Subsidiaries on the one hand or the Underwriters on the other
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company, the
Designated Subsidiaries and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this subsection (d) were determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
in this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Shares underwritten
by it and distributed to the public were offered to the public exceeds the
amount of any damages which such Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations in this subsection (d) to contribute are several in proportion to
their respective underwriting obligations and not joint.
(e) The obligations of the Company and the Designated Subsidiaries
under this Section 8 shall be in addition to any liability which the Company and
the Designated Subsidiaries may otherwise have and shall extend, upon the same
terms and conditions, to each person, if any, who controls any Underwriter
within the meaning of the Act; and the obligations of the Underwriters under
this Section 8 shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to each person, if
any, who controls the Company or any Designated Subsidiary within the meaning of
the Act.
9. (a) If any Underwriter shall default in its obligation to purchase
the Shares which it has agreed to purchase hereunder at a Time of Delivery, you
may in your
5
<PAGE> 6
discretion arrange for you or another party or other parties to purchase such
Shares on the terms contained herein. If within thirty-six hours after such
default by any Underwriter you do not arrange for the purchase of such Shares,
then the Company shall be entitled to a further period of thirty-six hours
within which to procure another party or other parties satisfactory to you to
purchase such Shares on such terms. In the event that, within the respective
prescribed periods, you notify the Company that you have so arranged for the
purchase of such Shares, or the Company notifies you that it has so arranged for
the purchase of such Shares, you or the Company shall have the right to postpone
such Time of Delivery for a period of not more than seven days, in order to
effect whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus, or in any other documents or arrangements, and the
Company agrees to file promptly any amendments to the Registration Statement or
the Prospectus which in your opinion may thereby be made necessary. The term
"Underwriter" as used in this Agreement shall include any person substituted
under this Section with like effect as if such person had originally been a
party to this Agreement with respect to such Shares.
(b) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate number of such Shares which
remains unpurchased does not exceed one-eleventh of the aggregate number of all
the Shares to be purchased at such Time of Delivery, then the Company shall have
the right to require each non-defaulting Underwriter to purchase the number of
Shares which such Underwriter agreed to purchase hereunder at such Time of
Delivery and, in addition, to require each non-defaulting Underwriter to
purchase its pro rata share (based on the number of Shares which such
Underwriter agreed to purchase hereunder) of the Shares of such defaulting
Underwriter or Underwriters for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.
(c) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate number of such Shares which
remains unpurchased exceeds one-eleventh of the aggregate number of all the
Shares to be purchased at such Time of Delivery, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Shares of a defaulting Underwriter or Underwriters,
then this Agreement (or, with respect to the Second Time of Delivery, the
obligations of the Underwriters to purchase and of the Company to sell the
Optional Shares) shall thereupon terminate, without liability on the part of any
non-defaulting Underwriter or the Company, except for the expenses to be borne
by the Company and the Underwriters as provided in Section 6 hereof and the
indemnity and contribution agreements in Section 8 hereof; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.
10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Shares.
11. If this Agreement shall be terminated pursuant to Section 9 hereof,
the Company shall not then be under any liability to any Underwriter except as
provided in Sections 6 and 8 hereof; but if for any other reason any Shares are
not delivered by or on behalf of the Company as provided herein, the Company
will reimburse the Underwriters through GSI for all out-of-pocket expenses
approved in writing by GSI, including fees and disbursements of counsel,
reasonably incurred by the Underwriters in making preparations for the purchase,
sale and delivery of the Shares not so delivered, but the Company shall then be
under no further liability
6
<PAGE> 7
to any Underwriter in respect of the Shares not so delivered except as provided
in Sections 6 and 8 hereof.
12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by GSI on behalf of you as the representatives of the
Underwriters.
All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the representatives in care of GSI,
Peterborough Court, 133 Fleet Street, London EC4A 2BB, England, Attention:
Equity Capital Markets, Telex No. 94012165, facsimile transmission No. (071)
774-1550; and if to the Company shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Company set forth in the
Registration Statement, Attention: Secretary with copies sent to GS Capital
Partners II, L.P., 85 Broad Street, New York, New York 10004, Attention: David
J. Greenwald, Esq., and Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New
York, New York 10019, Attention: Daniel A. Neff, Esq.; provided, however, that
any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered
or sent by mail, telex or facsimile transmission to such Underwriter at its
address set forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by GSI upon
request. Any such statements, requests, notices or agreements shall take effect
at the time of receipt thereof.
13. This Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriters, the Company and, to the extent provided in
Sections 8 and 10 hereof, the officers and directors of the Company and each
person who controls the Company or any Underwriter, and their respective heirs,
executors, administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement. No purchaser of
any of the Shares from any Underwriter shall be deemed a successor or assign by
reason merely of such purchase.
14. Time shall be of the essence of this Agreement.
15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.
16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.
7
<PAGE> 8
If the foregoing is in accordance with your understanding, please sign
and return to us seven counterparts hereof, and upon the acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance
hereof shall constitute a binding agreement between each of the Underwriters and
the Company. It is understood that your acceptance of this letter on behalf of
each of the Underwriters is pursuant to the authority set forth in a form of
Agreement among Underwriters (International Version), the form of which shall be
furnished to the Company for examination upon request, but without warranty on
your part as to the authority of the signers thereof.
Very truly yours,
AMF Bowling, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
AMF Group Holdings Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
AMF Bowling Worldwide, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
AMF BCO-China, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
AMF BCO-France One, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
8
<PAGE> 9
AMF BCO-France Two, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
AMF BCO-UK One, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
AMF BCO-UK Two, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
AMF Beverage Company of Oregon, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President
AMF Beverage Company of W. Va.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President
AMF Bowling Centers, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President
9
<PAGE> 10
AMF Bowling Centers China, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
AMF Bowling Centers International Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
AMF Bowling Centers (Aust) International Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
AMF Bowling Centers (Canada) International Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
AMF Bowling Centers (Hong Kong) International
Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
AMF Bowling Centers Holdings Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
10
<PAGE> 11
AMF Bowling Centers Spain Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
AMF Bowling Centers Switzerland Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
AMF Bowling Products, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
AMF Bowling Holdings Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
AMF Bowling Mexico Holdings, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
AMF Worldwide Bowling Centers Holdings Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
11
<PAGE> 12
Boliches AMF, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
Bush River Corporation
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President
King Louie Lenaxa, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President
American Recreation Centers Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
ARC Properties, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
ARC Games, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
12
<PAGE> 13
Belmont Catering, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
Peninsula Bowling Corporation
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President/CFO/Treasurer
Burleigh Recreation, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President
Lapham Recreation, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President
Thunder Bowl, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President
H & B, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President
13
<PAGE> 14
Florist Recreation, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President
Waukesha Lanes, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President
Mid-America ARC, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President
300, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President
American Red Carpet
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President
Triangle Bowl Associates
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President
14
<PAGE> 15
Michael Jordan Golf Company, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President
Michael Jordan Golf-Water Tower, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President
MJG-O'Hare, Inc.
By: /s/ Stephen E. Hare
-----------------------------------------
Name: Stephen E. Hare
Title: Executive Vice President
Accepted as of the date hereof:
Goldman Sachs International
Morgan Stanley & Co. International Limited
Cowen International L.P.
J. Henry Schroder & Co. Limited
By: Goldman Sachs International
By: /s/ Roger C. Harper
--------------------------------------
(Attorney-in-fact)
On behalf of each of the Underwriters
15
<PAGE> 16
SCHEDULE I
<TABLE>
<CAPTION>
UNDERWRITER
NUMBER OF
TOTAL NUMBER OPTIONAL
OF SHARES TO BE
FIRM SHARES PURCHASED IF
TO BE MAXIMUM
PURCHASED OPTION
EXERCISED
------------ ------------
<S> <C> <C>
Goldman Sachs International............................ 648,000 97,200
Morgan Stanley & Co. International Limited............. 648,000 97,200
Cowen International L.P................................ 648,000 97,200
J. Henry Schroder & Co. Limited........................ 648,000 97,200
Kleinwort Benson Limited............................... 108,000 16,200
--------- -------
Total......................................... 2,700,000 405,000
========= =======
</TABLE>
<PAGE> 1
EXHIBIT 6
LOCK-UP AGREEMENT
, 1997
Goldman, Sachs & Co.
Morgan Stanley & Co. Incorporated
Cowen & Company
Schroder & Co. Inc.
as Representatives of the U.S. Underwriters
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Goldman Sachs International
Morgan Stanley & Co. International Limited
Cowen International L.P.
J. Henry Schroder & Co. Limited
as Representatives of the International
Underwriters
c/o Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB, England
Gentlemen:
We have been advised that AMF Bowling, Inc., a Delaware corporation
(the "Company"), proposes to sell shares of the Company's common stock, $.01 par
value per share ("Common Stock"), to a group of U.S. underwriters, for whom
Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Cowen & Company and
Schroder & Co. Inc. propose to act as representatives (the "U.S.
Representatives"), and a group of international underwriters (the U.S. and
international underwriters being collectively referred to herein as the
"Underwriters"), for whom Goldman Sachs International, Morgan Stanley & Co.
International Limited, Cowen International L.P. and J. Henry Schroder & Co.
Limited propose to act as representatives (together with the U.S.
Representatives, the "Representatives"), pursuant to underwriting agreements to
be entered into between the Company and the Underwriters in such form or forms
as the parties thereto may hereafter execute and deliver (the "Underwriting
Agreements"). To facilitate the marketing of the shares of Common Stock the
Underwriters have requested that the Company and certain holders of Common Stock
(or securities convertible into or exchangeable for, or that represent the right
to receive, Common Stock) agree not to sell any shares of Common Stock or such
securities or enter into certain other transactions for a specified period of
time.
For the purpose of facilitating the marketing of the shares of Common
Stock, because the existence of a public market will result in greater liquidity
for the undersigned's interest in the Common Stock, and as an inducement to the
Underwriters to enter into the Underwriting Agreements, the undersigned hereby
agree, for the benefit of the Underwriters and their Representatives, that
during the period beginning from and including the date of the Underwriting
Agreements and continuing to and including the date 180 days after the date of
the
<PAGE> 2
Prospectus (as defined in the Underwriting Agreements), the undersigned will
not, directly or indirectly, offer, sell, contract to sell, pledge, grant any
option to purchase or otherwise dispose of any shares of Common Stock or any
securities of the Company that are substantially similar to the Common Stock,
including but not limited to any securities that are convertible into or
exchangeable for, or that represent the right to receive, Common Stock or any
such substantially similar securities, and including but not limited to entering
into any cash-settled or physically settled hedging transaction relating to the
Common Stock, in each case without the prior written consent of the
Representatives.
THIS LOCK-UP AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. Neither you nor any of the Underwriters
is under any obligation with respect to either of the Underwriting Agreements or
otherwise with respect to the issuance of the Common Stock pursuant thereto by
reason of this Lock-Up Agreement.
IN WITNESS WHEREOF, the undersigned has caused this Lock-up Agreement
to be executed as of the date of this letter.
-------------------------------------
Acknowledged:
Goldman, Sachs & Co.
Morgan Stanley & Co. Incorporated
Cowen & Company
Schroder & Co. Inc.
By:
-----------------------------------
(Goldman, Sachs & Co.)
On behalf of each of the U.S. Underwriters
Goldman Sachs International
Morgan Stanley & Co. International Limited
Cowen International L.P.
J. Henry Schroder & Co. Limited
By: Goldman Sachs International
By:
------------------------------------
(Attorney-in-fact)
On behalf of each of the International Underwriters
2
<PAGE> 1
Exhibit 7
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13D (including any and all amendments thereto) with respect to the
shares of common stock, par value $.01 per share, of AMF Bowling, Inc. and
further agree that this Joint Filing Agreement be included as an Exhibit
thereto. In addition, each party to this Agreement expressly authorizes each
other party to this Agreement to file on its behalf any and all amendments to
such Statement.
December 10, 1997
GOLDMAN, SACHS & CO.
By: /s/ Richard Friedman
----------------------------------------
Name: Richard A. Friedman
Title: Managing Director
THE GOLDMAN SACHS GROUP, L.P.
By: The Goldman Sachs Corporation,
its general partner
By: /s/ Richard Friedman
----------------------------------------
Name: Richard A. Friedman
Title: Executive Vice President
GS ADVISORS, L.P.
By: GS Advisors, Inc., its general partner
By: /s/ Richard Friedman
----------------------------------------
Name: Richard A. Friedman
Title: President
GS ADVISORS (CAYMAN), L.P.
By: GS Advisors II, Inc., its general partner
By: /s/ Richard A. Friedman
----------------------------------------
Name: Richard A. Friedman
Title: President
<PAGE> 2
GS CAPITAL PARTNERS II, L.P.
By: GS Advisors, L.P., its general partner
By: GS Advisors, Inc., its general partner
By: /s/ Richard Friedman
----------------------------------------
Name: Richard A. Friedman
Title: President
GS CAPITAL PARTNERS II OFFSHORE L.P.
By: GS Advisors II (Cayman), L.P.,
its general partner
By: GS Advisors II, Inc., its general partner
By: /s/ Richard A. Friedman
----------------------------------------
Name: Richard A. Friedman
Title: President
GS CAPITAL PARTNERS II GERMANY CIVIL
LAW PARTNERSHIP (with limitation of liability)
By: Goldman, Sachs & Co. oHG,
its managing partner
By: Goldman, Sachs & Co. Finanz GmbH,
its managing partner
By: /s/ Richard A. Friedman
----------------------------------------
Name: Richard A. Friedman
Title: Attorney-in-Fact
GOLDMAN, SACHS & CO. oHG
By: Goldman, Sachs & Co. Finanz GmbH,
its managing partner
By: /s/ Richard A. Friedman
----------------------------------------
Name: Richard A. Friedman
Title: Attorney-in-Fact
STONE STREET FUND 1995, L.P.
By: Stone Street Value Corp.,
its general partner
By: /s/ Richard A. Friedman
----------------------------------------
Name: Richard A. Friedman
Title: Vice President
2
<PAGE> 3
STONE STREET FUND 1996, L.P.
By: Stone Street Empire Corp.,
its general partner
By: /s/ Richard A. Friedman
----------------------------------------
Name: Richard A. Friedman
Title: Vice President
BRIDGE STREET FUND 1995, L.P.
By: Stone Street Value Corp.,
its managing general partner
By: /s/ Richard A. Friedman
----------------------------------------
Name: Richard A. Friedman
Title: Vice President
BRIDGE STREET FUND 1996, L.P.
By: Stone Street Empire Corp.,
its managing general partner
By: /s/ Richard A. Friedman
----------------------------------------
Name: Richard A. Friedman
Title: Vice President
STONE STREET VALUE CORP.
By: /s/ Richard A. Friedman
----------------------------------------
Name: Richard A. Friedman
Title: Vice President
STONE STREET EMPIRE CORP.
By: /s/ Richard A. Friedman
----------------------------------------
Name: Richard A. Friedman
Title: Vice President
3
