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. 2)<F1>
AMF BOWLING, INC.
-----------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
03113V 10 9
-----------
(CUSIP Number)
______________
[FN]
<F1> 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 ("Act") 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 11 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 6,090,010
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING Not applicable
PERSON
WITH
7 SOLE DISPOSITIVE POWER
6,090,010
8 SHARED DISPOSITIVE POWER
Not applicable
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,090,010
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
7.3%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 03113V 10 9 13G Page 3 of 11 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 1,779,676
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING Not applicable
PERSON
WITH
7 SOLE DISPOSITIVE POWER
1,779,676
8 SHARED DISPOSITIVE POWER
Not applicable
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,779,676
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
2.1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 03113V 10 9 13G Page 4 of 11 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 603,894
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING Not applicable
PERSON
WITH
7 SOLE DISPOSITIVE POWER
603,894
8 SHARED DISPOSITIVE POWER
Not applicable
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
603,894
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
0.7%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 03113V 10 9 13G Page 5 of 11 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 8,473,580
PERSON
WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
8,473,580
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,473,580
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
10.1%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 4 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., as amended by Amendment
No. 1 to Schedule 13G, dated February 18, 1998 (the "Existing Schedule 13G"),
is hereby amended and restated in its entirety as follows:
(a) Amount beneficially owned:
Blackstone Capital Partners II Merchant
Banking Fund L.P., a Delaware limited partnership ("BCP
II"), is the record holder of 6,090,010 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 1,779,676
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 603,894
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 the beneficial owner of 8,473,580 shares of the
identified securities. Messrs. Peter G. Peterson and Stephen
A. Schwarzman, the founding members of BMA II (the "Founding
Members"), have shared power to vote or to direct the vote
of, and to dispose or to direct the disposition of, the
shares of the identified class of securities that may be
deemed to be beneficially owned by BMA II. As a result, each
of the Founding Members may be deemed to beneficially own
the shares of the identified class of securities that BMA II
may be deemed to beneficially own, but they disclaim any
such beneficial ownership.
(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
<PAGE>
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.
<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
Founding Member
Dated: February 14, 2000
<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
Founding Member
Dated: February 14, 2000
<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
Founding Member
Dated: February 14, 2000
<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
Founding Member
Dated: February 14, 2000
