SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. _________)1
AMF BOWLING, INC.
- -----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- -----------------------------------------------------------------------------
(Title of Class Securities)
03113V 10 9
-----------
(CUSIP Number)
______________
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 03113V 10 9 13G Page 2 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Capital Partners II Merchant Banking Fund L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 4,141,761.12
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING Not applicable
PERSON
WITH
7 SOLE DISPOSITIVE POWER
4,141,761.12
8 SHARED DISPOSITIVE POWER
Not applicable
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,141,761.12
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/
Not applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 03113V 10 9 13G Page 3 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Offshore Capital Partners II L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
5 SOLE VOTING POWER
NUMBER OF
SHARES 1,210,342.90
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING Not applicable
PERSON
WITH
7 SOLE DISPOSITIVE POWER
1,210,342.90
8 SHARED DISPOSITIVE POWER
Not applicable
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,210,342.90
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/
Not applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 03113V 10 9 13G Page 4 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Family Investment Partnership II L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 410,706.60
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING Not applicable
PERSON
WITH
7 SOLE DISPOSITIVE POWER
410,706.60
8 SHARED DISPOSITIVE POWER
Not applicable
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
410,706.60
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/
Not applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 03113V 10 9 13G Page 5 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Management Associates II L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 5,762,806.62
PERSON
WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
5,762,806.62
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,762,806.62
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/
Not applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.7%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
AMF Bowling, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
8100 AMF Drive
Richmond, Virginia 23111
Item 2(a). Name of Person Filing:
Blackstone Capital Partners II Merchant Banking Fund L.P.
Blackstone Offshore Capital Partners II L.P.
Blackstone Family Investment Partnership II L.P.
Blackstone Management Associates II L.L.C.
Item 2(b). Address of Principal Business Office, or, if none, Residence:
The address of the principal business office of Blackstone
Capital Partners II Merchant Banking Fund L.P., Blackstone
Family Investment Partnership II L.P. and Blackstone
Management Associates II L.L.C is
345 Park Avenue
New York, New York 10154
The address of the principal business office of Blackstone
Offshore Capital Partners II L.P. is
c/o Mees Pierson Management (Cayman)
British American Center
Dr. Roy's Drive
Georgetown
Grand Cayman, British West Indies
Item 2(c). Citizenship:
See Row 4 of each cover page.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e). CUSIP Number:
03113V 10 9
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) /__/ Broker or Dealer registered under Section 15 of the
Act,
(b) /__/ Bank as defined in Section 3(a)(6) of the Act,
<PAGE>
(c) /__/ Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) /__/ Investment Company registered under Section 8 of the
Investment Company Act,
(e) /__/ Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940,
(f) /__/ Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
13d-1(b)(1)(ii)(F),
(g) /__/ Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G); See Item 7,
(h) /__/ Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Not applicable
Item 4. Ownership.
(a) Amount beneficially owned:
Blackstone Capital Partners II Merchant Banking Fund
L.P., a Delaware limited partnership ("BCP II"), is the
record holder of 4,141,761.12 shares of the identified class
of securities; Blackstone Offshore Capital Partners II L.P.,
a Cayman Islands exempted limited partnership ("BOCP II"),
is the record holder of 1,210,342.90 shares of the
identified class of securities; and Blackstone Family
Investment Partnership II L.P., a Delaware limited
partnership ("BFIP II"), is the record holder of 410,706.60
shares of the identified class of securities. As the sole
general partner of each of BCP II and BFIP II and the sole
investment general partner of BOCP II, Blackstone Management
Associates II L.L.C., a Delaware limited liability company
("BMA II"), may be deemed to be a beneficial owner of
5,762,806.62 shares of the identified securities. Peter G.
Peterson, Stephen A. Schwarzman, David A. Stockman, Michael
B. Hoffman, James J. Mossman, Arthur B. Newmann, Anthony
Grillo, J. Tomilson Hill, Mark T. Gallogly, Glenn H.
Hutchins, Howard A. Lipson, Thomas J. Saylak, John Z.
Kukral, Michael A. Puglisi, Kenneth C. Whitney and Timothy
R. Coleman are the members of BMA II, and in such capacity
may be deemed to share beneficial ownership of any
securities beneficially owned by BMA II, but they disclaim
any such beneficial ownership.
<PAGE>
(b) Percent of Class:
See Row 11 of each cover page, which is based on Row 5 of
each cover page. See Item 4(a).
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote
See Row 5 of each cover page.
(ii) Shared power to vote or direct the vote
See Row 6 of each cover page.
(iii) Sole power to dispose or to direct the disposition of
See Row 7 of each cover page.
(iv) Shared power to dispose or to direct the disposition of
See Row 8 of each cover page.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
See Item 4(a) above.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Blackstone Management Associates II L.L.C., a Delaware
limited liability company ("BMA II"), is the sole general
partner of Blackstone Capital Partners II Merchant Banking
Fund L.P., a Delaware limited partnership ("BCP II"), and
Blackstone Family Investment Partnership II L.P., a Delaware
limited partnership ("BFIP II"), and the sole investment
general partner of Blackstone Offshore Capital Partners II
L.P., a Cayman Islands exempted limited partnership ("BOCP
II"), and therefore may be deemed to be the beneficial owner
of the securities held by such limited partnerships.
However, BMA II disclaims that it is a beneficial owner of
such securities, except to the extent of its pecuniary
interest in such securities. Because BMA II is a general
partner of each of BCP II, BOCP II and BFIP II and because
BCP II, BOCP II and BFIP II acted together in their
acquisition of the securities held by such limited
partnerships, BCP II, BOCP II and BFIP II may be deemed to
be a member of "group" in relation to their respective
investments in AMF Bowling, Inc. BCP II, BOCP II and BFIP
II do not affirm the existence of a group.
<PAGE>
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
<PAGE>
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.
BLACKSTONE CAPITAL PARTNERS II
MERCHANT BANKING FUND L.P.
By: Blackstone Management Associates
II L.L.C., general partner
By: /s/ Stephen A. Schwarzman
-------------------------------
Stephen A. Schwarzman
Member
Dated: February 13, 1998
<PAGE>
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.
BLACKSTONE OFFSHORE CAPITAL
PARTNERS II L.P.
By: Blackstone Management Associates
II L.L.C., general partner
By: /s/ Stephen A. Schwarzman
--------------------------------
Stephen A. Schwarzman
Member
Dated: February 13, 1998
<PAGE>
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.
BLACKSTONE FAMILY INVESTMENT
PARTNERSHIP II L.P.
By: Blackstone Management Associates
II L.L.C., general partner
By: /s/ Stephen A. Schwarzman
--------------------------------
Stephen A. Schwarzman
Member
Dated: February 13, 1998
<PAGE>
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.
BLACKSTONE MANAGEMENT ASSOCIATES II
L.L.C.
By: /s/ Stephen A. Schwarzman
-------------------------------
Stephen A. Schwarzman
Member
Dated: February 13, 1998
<PAGE>
EXHIBITS
Exhibit 1- Joint Filing Agreement.
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT
We the signatories of the statement on Schedule 13G to which
this Agreement is attached, hereby agree that such statement is, and any
amendments thereto filed by any of us will be, filed on behalf of each of us.
This Agreement may be included as an exhibit to such joint filing.
BLACKSTONE CAPITAL PARTNERS II
MERCHANT BANKING FUND L.P.
By: Blackstone Management Associates
II L.L.C., general partner
By: /s/ Stephen A. Schwarzman
--------------------------------
Stephen A. Schwarzman
Member
BLACKSTONE OFFSHORE CAPITAL PARTNERS
II L.P.
By: Blackstone Management Associates
II L.L.C., general partner
By: /s/ Stephen A. Schwarzman
--------------------------------
Stephen A. Schwarzman
Member
BLACKSTONE FAMILY INVESTMENT
PARTNERSHIP II L.P.
By: Blackstone Management Associates
II L.L.C., general partner
By: /s/ Stephen A. Schwarzman
--------------------------------
Stephen A. Schwarzman
Member
BLACKSTONE MANAGEMENT ASSOCIATES II
L.L.C.
By: /s/ Stephen A. Schwarzman
--------------------------------
Stephen A. Schwarzman
Member
