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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
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1. Name and Address of Reporting Person*
The Goldman Sachs Group, L.P.
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(Last) (First) (Middle)
85 Broad Street
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(Street)
New York, New York 10004
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(City) (State) (Zip)
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2. Issuer Name and Ticker or Trading Symbol
AMF Bowling, Inc.
(PIN)
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3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
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4. Statement for Month/Year
December/1998
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5. If Amendment, Date of Original (Month/Year)
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6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[ ] Director [ X ] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
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7. Individual or Joint/Group Filing (Check Applicable Line)
[ ] Form filed by One Reporting Person
[ X ] Form filed by More than One Reporting Person
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<TABLE>
<CAPTION>
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Table I -- Non-Derivative Securities Acquired, Disposed of, |
or Beneficially Owned |
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| | | | |6. | |
| | | 4. |5. |Owner- | |
| | | Securities Acquired (A) or |Amount of |ship | |
| | 3. | Disposed of (D) |Securities |Form: |7. |
|2. | Transaction| (Instr. 3, 4 and 5) |Beneficially |Direct |Nature of |
|Transaction | Code | -------------------------------|Owned at End |(D) or |Indirect |
1. |Date | (Instr. 8) | | (A) | |of Month |Indirect |Beneficial|
Title of Security |(Month/Day/ | -----------| Amount | or | Price |(Instr. 3 |(I) |Ownership |
(Instr. 3) |Year) | Code | V | | (D) | |and 4) |(Instr.4)|(Instr. 4)|
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
| | | | | | | | | |
Common Stock | | | | | | | 01 | 01 | 01 |
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| | | | | | | | | |
| | | | | | | | | |
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| | | | | | | | | |
| | | | | | | | | |
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</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
<TABLE>
<CAPTION>
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Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned |
(e.g., puts, calls, warrants, options, convertible securities) |
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| | | | | | | |9. |10. | |
| | | | | | | |Number |Owner-| |
| | | | | | | |of |ship | |
|2. | | | | | | |Deriv- |of | |
|Conver- | | | 5. | |7. | |ative |Deriv-|11. |
|sion | | | Number of | |Title and Amount | |Secur- |ative |Nature|
|or | | | Derivative |6. |of Underlying |8. |ities |Secur-|of |
|Exer- | |4. | Securities |Date |Securities |Price |Bene- |ity: |In- |
|cise |3. |Trans-| Acquired (A) |Exercisable and |(Instr. 3 and 4) |of |ficially|Direct|direct|
|Price |Trans- |action| or Disposed |Expiration Date |-----------------------|Deriv- |Owned |(D) or|Bene- |
1. |of |action |Code | of (D) |(Month/Day/Year) | |Amount |ative |at End |In- |ficial|
Title of |Deriv- |Date |(Instr| (Instr. 3, |-----------------| |or |Secur- |of |direct|Owner-|
Derivative |ative |(Month/ |8) | 4 and 5) |Date |Expira- | |Number |ity |Month |(I) |ship |
Security |Secur- |Day/ |------| ----------------|Exer- |tion | |of |(Instr. |(Instr. |(Instr|(Instr|
(Instr. 3) |ity |Year) |Code|V| (A) | (D) |cisable |Date |Title |Shares |5) |4) |4) |4) |
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<S> <C> <C> <C> <C><C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0% Convertible| | | | | | | | | | | | | | |
Debentures due| | | | | | | | | | | | | | |
2018 | 02 | 03 | P | | 03 | | Immed. |5/12/18 |Common Stock | 02,03 | 03 | 04 | 01,04| 01,04|
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Warrants to | | | | | | | | | | | | | | |
purchase | | | | | | | | | | | | | | |
Common Stock | $0.01 | | | | | | Immed. |5/1/06 |Common Stock | 870,000 | | 870,000| 05 | 05 |
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| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
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</TABLE>
<PAGE>
Instruction 4(b)(v) list of other Reporting Persons:
This statement is being filed by GS Capital Partners II, L.P. ("GSCP II"), GS
Capital Partners II Offshore, L.P. ("GSCP II Offshore"), GS Capital Partners II
(Germany) Civil Law Partnership ("GSCP II Germany"), Bridge Street Fund 1995,
L.P. ("Bridge Street 1995"), Bridge Street Fund 1996, L.P. ("Bridge Street
1996"), Stone Street Fund 1995, L.P. ("Stone Street 1995"), Stone Street Fund
1996, L.P. ("Stone Street 1996"), Stone Street Value Corp. ("Value Corp."),
Stone Street Empire Corp. ("Empire Corp."), GS Advisors, L.P. ("GS Advisors"),
GS Advisors II (Cayman), L.P. ("GS Advisors II"), Goldman, Sachs & Co. oHG ("GS
oHG"), Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, L.P.
("GS Group", and together with GSCP II, GSCP II Offshore, GSCP II Germany,
Bridge Street 1995, Stone Street 1995, Bridge Street 1996, Stone Street 1996,
Value Corp., Empire Corp., GS Advisors, GS Advisors II, GS oHG and Goldman
Sachs, the "Reporting Persons"). The principal business address of each of GS
Group, GSCP II, Bridge Street 1995, Stone Street 1995, Bridge Street 1996, Stone
Street 1996, Value Corp., Empire Corp., GS Advisors and Goldman Sachs is 85
Broad Street, New York, New York 10004. The principal business address of each
of GSCP II Offshore, and GS Advisors II is c/o Maples and Calder, P.O. Box 309,
Grand Cayman Islands. The principal business address of each of GSCP II Germany
and GS oHG is Messeturm Friedrich-Ebert-Anlage 49, 60308 Frankfurt am Main,
Germany.
Explanation of Responses:
01: Goldman Sachs and GS Group may be deemed to own beneficially and indirectly
in the aggregate 29,966,593 shares of Common Stock, par value $.01 per share, of
AMF Bowling, Inc. ("Common Stock") through GSCP II, GSCP II Offshore, GSCP II
Germany, Bridge Street 1995, Bridge Street 1996, Stone Street 1995 and Stone
Street 1996 (collectively, the "Limited Partnerships") of which affiliates of
Goldman Sachs and GS Group are the general partner, managing general partner or
managing partner. Goldman Sachs is the investment manager of GSCP II, GSCP II
Germany and GSCP II Offshore. GS Group is the general partner of and owns a 99%
interest in Goldman Sachs. Goldman Sachs and GS Group each disclaim beneficial
ownership of the shares of Common Stock reported herein as beneficially owned by
the Limited Partnerships except to the extent of their pecuniary interest
therein.
GSCP II may be deemed to own beneficially and directly and its general partner,
GS Advisors, may be deemed to own beneficially and indirectly 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.
GSCP II Offshore may be deemed to own beneficially and directly and its general
partner, GS Advisors II, may be deemed to own beneficially and indirectly,
7,679,488 shares of Common Stock. GS Advisors II disclaims beneficial ownership
of the securities reported herein except to the extent of its pecuniary interest
in such securities.
GSCP II Germany may be deemed to own beneficially and directly and its managing
partner, GS oHG, may be deemed to own beneficially and indirectly 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.
Bridge Street 1995 may be deemed to own beneficially and directly and its
managing general partner, Value Corp., may be deemed to own beneficially and
indirectly 508,546 shares of Common Stock. Value Corp. disclaims beneficial
ownership of the securities reported herein except to the extent of its
pecuniary interest in such securities.
Bridge Street 1996 may be deemed to own beneficially and directly and its
managing general partner, Empire Corp., may be deemed to own beneficially and
indirectly 523,986 shares of Common Stock. Empire Corp. disclaims beneficial
ownership of the securities reported herein except to the extent of its
pecuniary interest in such securities.
Stone Street 1995 may be deemed to own beneficially and directly and its general
partner, Value Corp., may be deemed to own beneficially and indirectly 451,922
shares of Common Stock. Value Corp. disclaims beneficial ownership of the
securities reported herein except to the extent of its pecuniary interest in
such securities.
Stone Street 1996 may be deemed to own beneficially and directly and its general
partner, Empire Corp., may be deemed to own beneficially and indirectly 772,645
shares of Common Stock. Empire Corp. disclaims beneficial ownership of the
securities reported herein except to the extent of its pecuniary interest in
such securities.
02: AMF Bowling, Inc. (the "Company") Zero Coupon Convertible Debentures due
2018 (the "Debentures") are convertible at any time prior to maturity into
shares of Common Stock at a conversion rate of 8.6734 shares per $1,000
principal amount at maturity.
03: On November 12, 1998, the Limited Partnerships entered into an agreement
(the "Debenture and Note Purchase Agreement") with certain other investors,
pursuant to which the parties thereto agreed to make open market purchases of
the Company's Debentures and 12 1/4% Senior Subordinated Discount Notes due 2006
(the "Notes") from time to time for their respective accounts in agreed-upon
proportions. The Debenture & Note Purchase Agreement provides that each party
thereto may terminate its participation in such open market purchases by
providing written notice of such termination to the other parties thereto. There
can be no assurance that the Limited Partnerships or any of the other parties to
the Debenture & Note Purchase Agreement will acquire any additional Debentures
thereunder or, if such securities are acquired, the amount of securities so
acquired.
Accordingly, On December 10, 1998, GSCP II, GSCP II Offshore, GSCP II Germany,
Bridge Street 1995, Bridge Street 1996, Stone Street 1995 and Stone Street 1996
purchased $32,439,000, $12,896,000, $1,197,000, $854,000, $880,000, $759,000,
and $1,297,000, respectively, in principal amount of Debentures, which are
convertible into 281,356, 111,852, 10,382, 7,408, 7,633, 6,583 and 11,249 shares
of Common Stock, respectively.
On December 11, 1998, GSCP II, GSCP II Offshore, GSCP II Germany, Bridge Street
1995, Bridge Street 1996, Stone Street 1995 and Stone Street 1996 purchased
$54,067,000, $21,493,000, $1,994,000, $1,423,000, $1,467,000, $1,265,000 and
$2,162,000, respectively, in principal amount of Debentures, which are
convertible into 468,945, 186,417, 17,295, 12,342, 12,724, 10,972, and 18,752
shares of Common Stock, respectively.
On December 14, 1998, GSCP II, GSCP II Offshore, GSCP II Germany, Bridge Street
1995, Bridge Street 1996, Stone Street 1995 and Stone Street 1996 purchased
$57,309,000, $22,783,000, $2,114,000, $1,509,000, $1,555,000, $1,341,000 and
$2,292,000, respectively, in principal amount of Debentures, which are
convertible into 497,064, 197,606, 18,336, 13,088, 13,487, 11,631, and 19,879
shares of Common Stock, respectively.
On December 15, 1998, GSCP II, GSCP II Offshore, GSCP II Germany, Bridge Street
1995, Bridge Street 1996, Stone Street 1995 and Stone Street 1996 purchased
$77,343,000, $30,746,000, $2,853,000, $2,036,000, $2,098,000, $1,809,000 and
$3,093,000, respectively, in principal amount of Debentures, which are
convertible into 670,827, 266,672, 24,745, 17,659, 18,197, 15,690 and 26,827
shares of Common Stock, respectively.
04: Goldman Sachs and GS Group may be deemed to own beneficially and indirectly
in the aggregate 3,607,760 shares of Common Stock by reason of the ownership by
the Limited Partnerships of $415,957,000 principal amount in Debentures. Goldman
Sachs and GS Group each disclaim beneficial ownership of the shares of Common
Stock reported herein as beneficially owned by the Limited Partnerships except
to the extent of their pecuniary interest therein.
GSCP II may be deemed to own beneficially and directly and its general partner,
GS Advisors, may be deemed to own beneficially and indirectly 2,325,720 shares
of Common Stock by reason of the ownership by GSCP II of $268,144,000 in
principal amount of Debentures. GS Advisors disclaims beneficial ownership of
the securities reported herein except to the extent of its pecuniary interest
therein.
GSCP II Offshore may be deemed to own beneficially and directly and its general
partner, GS Advisors II, may be deemed to own beneficially and indirectly,
924,549 shares of Common Stock by reason of the ownership by GSCP II Offshore of
$106,596,000 in principal amount of Debentures. GS Advisors II disclaims
beneficial ownership of the securities reported herein except to the extent of
its pecuniary interest in therein.
GSCP II Germany may be deemed to own beneficially and directly and its managing
partner, GS oHG, may be deemed to own beneficially and indirectly 85,788 shares
of Common Stock by reason of the ownership by GSCP II Germany of $9,891,000 in
principal amount of Debentures. GS oHG disclaims beneficial ownership of the
securities reported herein except to the extent of its pecuniary interest
therein.
Bridge Street 1995 may be deemed to own beneficially and directly and its
managing general partner, Value Corp., may be deemed to own beneficially and
indirectly 61,217 shares of Common Stock by reason of the ownership by Bridge
Street 1995 of $7,058,000 in principal amount of Debentures. Value Corp.
disclaims beneficial ownership of the securities reported herein except to the
extent of its pecuniary interest therein.
Bridge Street 1996 may be deemed to own beneficially and directly and its
managing general partner, Empire Corp., may be deemed to own beneficially and
indirectly 63,091 shares of Common Stock by reason of the ownership by Bridge
Street 1996 of $7,274,000 in principal amount of Debentures. Empire Corp.
disclaims beneficial ownership of the securities reported herein except to the
extent of its pecuniary interest therein.
Stone Street 1995 may be deemed to own beneficially and directly and its general
partner, Value Corp., may be deemed to own beneficially and indirectly 54,399
shares of Common Stock by reason of the ownership by Stone Street 1995 of
$6,272,000 in principal amount of Debentures. Value Corp. disclaims beneficial
ownership of the securities reported herein except to the extent of its
pecuniary interest therein.
Stone Street 1996 may be deemed to own beneficially and directly and its general
partner, Empire Corp., may be deemed to own beneficially and indirectly 92,996
shares of Common Stock by reason of the ownership by Stone Street 1996 of
$10,722,000 in principal amount of Debentures. Empire Corp. disclaims beneficial
ownership of the securities reported herein except to the extent of its
pecuniary interest therein.
05: GS Group may be deemed to own beneficially and directly 870,000 shares of
Common Stock because of its beneficial ownership of warrants to purchase 870,000
shares of Common Stock at a purchase price of $.01 per share. These warrants are
immediately exercisable, and will expire on May 1, 2006.
Signature:
GOLDMAN, SACHS & CO.
By: s/ Hans L. Reich
-----------------------
Name: Hans L. Reich
Title: Attorney-in-fact
THE GOLDMAN SACHS GROUP, L.P.
By: s/ Hans L. Reich
-----------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GS ADVISORS, L.P.
By: s/ Hans L. Reich
----------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GS ADVISORS II (CAYMAN), L.P.
By: s/ Hans L. Reich
----------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GS CAPITAL PARTNERS II, L.P.
By: s/ Hans L. Reich
----------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GS CAPITAL PARTNERS II OFFSHORE, L.P.
By: s/ Hans L. Reich
----------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GS CAPITAL PARTNERS II (GERMANY) CIVIL LAW PARTNERSHIP
(with limitation of liability)
By: s/ Hans L. Reich
----------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GOLDMAN, SACHS & CO. oHG
By: s/ Hans L. Reich
----------------------
Name: Hans L. Reich
Title: Attorney-in-fact
STONE STREET FUND 1995, L.P.
By: s/ Hans L. Reich
----------------------
Name: Hans L. Reich
Title: Attorney-in-fact
STONE STREET FUND 1996, L.P.
By: s/ Hans L. Reich
----------------------
Name: Hans L. Reich
Title: Attorney-in-fact
BRIDGE STREET FUND 1995, L.P.
By: s/ Hans L. Reich
----------------------
Name: Hans L. Reich
Title: Attorney-in-fact
BRIDGE STREET FUND 1996, L.P.
By: s/ Hans L. Reich
----------------------
Name: Hans L. Reich
Title: Attorney-in-fact
STONE STREET VALUE CORP.
By: s/ Hans L. Reich
-----------------------
Name: Hans L. Reich
Title: Attorney-in-fact
STONE STREET EMPIRE CORP.
By: s/ Hans L. Reich
----------------------
Name: Hans L. Reich
Title: Attorney-in-fact
January 11, 1999
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedures.
Alternatively, this Form is permitted to be submitted to the
Commission in electronic format at the option of the reporting person
pursuant to Rule 101(b)(4) of Regulation S-T.
