-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q9T7TTopprafOU0FsdnztiUWTFhC4Y034oEc96JVfKd3CzWM9pY5xJS8L1f5uQ+d +dpdUDRpV8k7LdGMAWOUgQ== 0000950123-97-010242.txt : 19971211 0000950123-97-010242.hdr.sgml : 19971211 ACCESSION NUMBER: 0000950123-97-010242 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971210 SROS: NYSE GROUP MEMBERS: BRIDGE STREET FUND 1995 LP GROUP MEMBERS: BRIDGE STREET FUND 1996 LP GROUP MEMBERS: GOLDMAN SACHS & CO GROUP MEMBERS: GOLDMAN SACHS & CO OHG GROUP MEMBERS: GOLDMAN SACHS GROUP LP GROUP MEMBERS: GS ADVISORS II CAYMAN LP GROUP MEMBERS: GS ADVISORS LP GROUP MEMBERS: GS CAPITAL PARTNERS II GERMANY CLP GROUP MEMBERS: GS CAPITAL PARTNERS II LP GROUP MEMBERS: GS CAPITAL PARTNERS II OFFSHORE LP GROUP MEMBERS: STONE STREET EMPIRE CORP GROUP MEMBERS: STONE STREET FUND 1995 LP GROUP MEMBERS: STONE STREET FUND 1996 LP GROUP MEMBERS: STONE STREET VALUE CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMF BOWLING INC CENTRAL INDEX KEY: 0001044612 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-RACING, INCLUDING TRACK OPERATION [7948] IRS NUMBER: 133873268 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-52055 FILM NUMBER: 97735614 BUSINESS ADDRESS: STREET 1: 8100 AMF DRIVE CITY: RICHMOND STATE: VA ZIP: 23111 BUSINESS PHONE: 8047304000 MAIL ADDRESS: STREET 1: 8100 AMF DRIVE CITY: MECHANICSVILLE STATE: VA ZIP: 23111 FORMER COMPANY: FORMER CONFORMED NAME: AMF HOLDINGS INC DATE OF NAME CHANGE: 19970818 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP LP CENTRAL INDEX KEY: 0000904571 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133501777 STATE OF INCORPORATION: NY FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D 1 AMF BOWLING, INC. 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: / /. 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 - ---------- 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. 16 17 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. 17 18 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 18 19 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. 19 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 20 21 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 21 22 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. 22 23 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 23 24 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 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 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 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 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 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.
Name Position Present Principal Occupation - ---- -------- ---------------------------- 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.
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.
Name Position Present Principal Occupation - ---- -------- ---------------------------- 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.
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.
Name Position Present Principal Occupation - ---- -------- ---------------------------- 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.
32
Name Position Present Principal Occupation - ---- -------- ---------------------------- 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.
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.
Name Position Present Principal Occupation - ---- -------- ---------------------------- 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
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. 35 SCHEDULE IV AMF Bowling, Inc. Cusip No. 03113V109
Purchases Sales Price Trade Date Settlement Date --------- ----- ----- ---------- --------------- 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
Page 1 36 SCHEDULE IV AMF Bowling, Inc. Cusip No. 03113V109
Purchases Sales Price Trade Date Settlement Date --------- ----- ----- ---------- --------------- 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
Page 2 37 SCHEDULE IV AMF Bowling, Inc. Cusip No. 03113V109
Purchases Sales Price Trade Date Settlement Date --------- ----- ----- ---------- --------------- 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
Page 3 38 SCHEDULE IV AMF Bowling, Inc. Cusip No. 03113V109
Purchases Sales Price Trade Date Settlement Date --------- ----- ----- ---------- --------------- 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
Page 4 39 SCHEDULE IV AMF Bowling, Inc. Cusip No. 03113V109
Purchases Sales Price Trade Date Settlement Date --------- ----- ----- ---------- --------------- 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
Page 5 40 SCHEDULE IV AMF Bowling, Inc. Cusip No. 03113V109
Purchases Sales Price Trade Date Settlement Date --------- ----- ----- ---------- --------------- 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
Page 6 41 SCHEDULE IV AMF Bowling, Inc. Cusip No. 03113V109
Purchases Sales Price Trade Date Settlement Date --------- ----- ----- ---------- --------------- 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
Page 7 42 SCHEDULE IV AMF Bowling, Inc. Cusip No. 03113V109
Purchases Sales Price Trade Date Settlement Date --------- ----- ----- ---------- --------------- 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
Page 8 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 EX-99.5 2 INTERNATIONAL UNDERWRITING AGREEMENT 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 16 SCHEDULE I
UNDERWRITER NUMBER OF TOTAL NUMBER OPTIONAL OF SHARES TO BE FIRM SHARES PURCHASED IF TO BE MAXIMUM PURCHASED OPTION EXERCISED ------------ ------------ 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 ========= =======
EX-99.6 3 FORM OF LOCK-UP AGREEMENT 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 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 EX-99.7 4 JOINT FILING AGREEMENT 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----