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 )1
AMF BOWLING, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of 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 10 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 10 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 10 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>
13GCUSIP No. 03113V 10 9
Page 5 of 10 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 2(b) of the Statement on Schedule 13G, dated February 13, 1998, filed by
Blackstone Capital Partners II Merchant Banking Fund L.P., Blackstone
Offshore Capital Partners II L.P., Blackstone Family Investment Partnership
L.P. and Blackstone Management Associates II L.L.C. is hereby amended and
restated in its entirety as follows:
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
P.O. Box 30362
SMB, Harbour Center
Georgetown
Grand Cayman, British West Indies
<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 17, 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 17, 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 17, 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 17, 1998
