-----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, UxbnJtGb7CgRbm1nXYMiTtaYnEi37vF99Vl9CbeE/Oq5VkLoSpOssc3LSKpE6ebG fDKejpQ+sV4c5Xhgg8bQeQ== 0000950123-98-010195.txt : 19981124 0000950123-98-010195.hdr.sgml : 19981124 ACCESSION NUMBER: 0000950123-98-010195 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981123 GROUP MEMBERS: DAVID I. WAHRHAFTIG GROUP MEMBERS: FRANK K. BYNUM, JR. GROUP MEMBERS: FRANK T. NICKELL GROUP MEMBERS: GEORGE E. MATELICH GROUP MEMBERS: JOSEPH S. SCHUCHERT GROUP MEMBERS: KELSO EQUITY PARTNERS V, L.P. GROUP MEMBERS: KELSO INVESTMENT ASSOCIATES V, L.P. GROUP MEMBERS: KELSO PARTNERS V L P GROUP MEMBERS: MICHAEL B. GOLDBERG GROUP MEMBERS: THOMAS R. WALL, IV 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: 98757694 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: KELSO PARTNERS V L P CENTRAL INDEX KEY: 0001045750 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133728773 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O KELSO & CO STREET 2: 350 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127513939 MAIL ADDRESS: STREET 1: C/O KELSO & CO STREET 2: 350 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SCHEDULE 13D 1 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) JAMES J. CONNORS, II, ESQ. KELSO & COMPANY 320 PARK AVENUE NEW YORK, NY 10022 (212) 751-3939 --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) NOVEMBER 12, 1998 --------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: / X /. 2 SCHEDULE 13D - -------------------------------- CUSIP No. 03113V109 - -------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KELSO INVESTMENT ASSOCIATES V, L.P. 13-3728774 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) / / GROUP* (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY / / - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 NUMBER OF SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- 8 BENEFICIALLY SHARED VOTING POWER 5,884,380 SHARES -------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 -------------------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 5,884,380 SHARES - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,884,380 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8 % - -------------------------------------------------------------------------------- 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. 3 SCHEDULE 13D - -------------------------------- CUSIP No. 03113V109 - -------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KELSO EQUITY PARTNERS V, L.P. 13-3787708 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) / / GROUP* (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY / / - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 NUMBER OF SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- 8 BENEFICIALLY SHARED VOTING POWER 5,884,380 SHARES -------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 -------------------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 5,884,380 SHARES - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,884,380 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8 % - -------------------------------------------------------------------------------- 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. 2 4 SCHEDULE 13D - -------------------------------- CUSIP No. 03113V109 - -------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KELSO PARTNERS V, L.P. 13-3728773 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) / / GROUP* (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY / / - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 NUMBER OF SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- 8 BENEFICIALLY SHARED VOTING POWER 5,884,380 SHARES -------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 -------------------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 5,884,380 SHARES - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,884,380 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8 % - -------------------------------------------------------------------------------- 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. 3 5 SCHEDULE 13D - -------------------------------- CUSIP No. 03113V109 - -------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JOSEPH S. SCHUCHERT ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) / / GROUP* (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY / / - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 NUMBER OF SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- 8 BENEFICIALLY SHARED VOTING POWER 5,884,380 SHARES -------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 -------------------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 5,884,380 SHARES - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,884,380 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8 % - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *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 6 SCHEDULE 13D - -------------------------------- CUSIP No. 03113V109 - -------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MICHAEL B. GOLDBERG ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) / / GROUP* (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY / / - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 NUMBER OF SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- 8 BENEFICIALLY SHARED VOTING POWER 5,884,380 SHARES -------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 -------------------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 5,884,380 SHARES - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,884,380 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8 % - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *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 7 SCHEDULE 13D - -------------------------------- CUSIP No. 03113V109 - -------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FRANK T. NICKELL ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) / / GROUP* (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY / / - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 NUMBER OF SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- 8 BENEFICIALLY SHARED VOTING POWER 5,884,380 SHARES -------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 -------------------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 5,884,380 SHARES - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,884,380 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8 % - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *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 8 SCHEDULE 13D - -------------------------------- CUSIP No. 03113V109 - -------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GEORGE E. MATELICH ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) / / GROUP* (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY / / - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 NUMBER OF SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- 8 BENEFICIALLY SHARED VOTING POWER 5,884,380 SHARES -------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 -------------------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 5,884,380 SHARES - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,884,380 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8 % - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *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 9 SCHEDULE 13D - -------------------------------- CUSIP No. 03113V109 - -------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THOMAS R. WALL, IV ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) / / GROUP* (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY / / - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 NUMBER OF SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- 8 BENEFICIALLY SHARED VOTING POWER 5,884,380 SHARES -------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 -------------------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 5,884,380 SHARES - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,884,380 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8 % - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *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 10 SCHEDULE 13D - -------------------------------- CUSIP No. 03113V109 - -------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FRANK K. BYNUM, JR. ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) / / GROUP* (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY / / - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 NUMBER OF SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- 8 BENEFICIALLY SHARED VOTING POWER 5,884,380 SHARES -------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 -------------------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 5,884,380 SHARES - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,884,380 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8 % - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *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 11 SCHEDULE 13D - -------------------------------- CUSIP No. 03113V109 - -------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DAVID I. WAHRHAFTIG ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) / / GROUP* (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY / / - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 NUMBER OF SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- 8 BENEFICIALLY SHARED VOTING POWER 5,884,380 SHARES -------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 -------------------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 5,884,380 SHARES - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,884,380 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8 % - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *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 12 SCHEDULE 13D - -------------------------------- CUSIP No. 03113V109 - -------------------------------- ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D is filed with respect to the common stock, par value $0.01 per share (the "Common Stock"), of AMF Bowling, Inc., a Delaware corporation (the "Company"). ITEM 2. IDENTITY AND BACKGROUND. This Statement on Schedule 13D is filed by Kelso Investment Associates V, L.P., a Delaware limited partnership ("KIA V"); Kelso Equity Partners V, L.P., a Delaware limited partnership ("KEP V" and, together with KIA V, the "Limited Partnerships"); Kelso Partners V, L.P., a Delaware limited partnership and the general partner of KIA V ("KP V"); and Joseph S. Schuchert, Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig and Frank K. Bynum, Jr., each of whom is a general partner of KP V and of KEP V (collectively, the "General Partners" and, together with the Limited Partnerships and KP V, the "Filing Persons"). The Limited Partnerships are private investment vehicles formed for the purpose of investing in transactions arranged by Kelso & Company, L.P., a private investment firm specializing in acquisition transactions ("Kelso"). The principal business address of each of the Filing Persons is c/o Kelso & Company, 320 Park Avenue, New York, NY 10022. The present principal occupation of each of the General Partners is as follows: Mr. Schuchert is Chairman of Kelso; Mr. Nickell is President and CEO of Kelso; Mr. Wall is Managing Director of Kelso; Mr. Matelich is Managing Director of Kelso; Mr. Goldberg is Managing Director of Kelso; Mr. Wahrhaftig is Managing Director of Kelso; and Mr. Bynum is Managing Director of Kelso. Each of the General Partners is a citizen of the United States. During the last five years, none of the Filing Persons has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), or (ii) 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. The funds used by the Limited Partnerships to purchase the Zero Coupon Convertible Debentures Due 2018 of the Company ("Debentures") ($1,695,526, in the aggregate) were obtained by such entities from capital contributions by their partners. 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. 11 13 \ SCHEDULE 13D - -------------------------------- CUSIP No. 03113V109 - -------------------------------- On November 12, 1998, the Limited Partnerships entered into an agreement (the "Debenture & Note Purchase Agreement") with GS Capital Partners II, L.P., GS Capital Partners II Offshore, L.P., Goldman, Sachs & Co. Verwaltungs GMBH, Stone Street Fund 1995, L.P., Stone Street Fund 1996, L.P., Bridge Street Fund 1995, L.P. and Bridge Street Fund 1996, L.P. (collectively, the "Other Investors"), pursuant to which the parties thereto have agreed to make open market purchases of the Company's Debentures and 12 1/4% Senior Subordinated Discount Notes due 2006 (the "Notes") from time to time for their respective accounts in agreed-upon proportions. The Debenture & Note Purchase Agreement provides that each party thereto may terminate its participation in such open market purchases by providing written notice of such termination to the other parties thereto. As of November 17, 1998, the Limited Partnerships have acquired an aggregate of $14,017,000 in principal amount of Debentures representing their proportionate share of Debentures acquired pursuant to the Debenture & Note Purchase Agreement, as set forth on Schedule A hereto. The Debentures are convertible at any time prior to maturity into shares of Common Stock at a conversion rate of 8.6734 shares per $1,000 principal amount at maturity. Accordingly, the Limited Partnerships may be deemed to have acquired beneficial ownership of an aggregate of 121,575 shares of Common Stock by virtue of their acquisition of the Debentures. There can be no assurance that the Limited Partnerships or any of the other parties to the Debenture & Note Purchase Agreement will acquire any additional Debentures thereunder or, if such securities are acquired, the amount of securities so acquired. The foregoing is qualified in its entirety by reference to the Debenture & Note Purchase Agreement which is filed as Exhibit 1 hereto and is incorporated herein by reference. Except as disclosed herein, none of the Filing Persons has any plans or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of November 23, 1998, each of the Limited Partnerships may be deemed to own beneficially and directly, and KP V and the General Partners may be deemed to own beneficially and indirectly, 5,884,380 shares of Common Stock, including 121,575 shares of Common Stock that may be acquired through the conversion of Debentures. The Company has reported in its Quarterly Report on Form 10-Q for the Quarterly Period ended September 30, 1998 that there were 59,747,550 shares of Common Stock outstanding as of October 23, 1998. Based on the foregoing, the Limited Partnerships may be deemed to own beneficially and directly, and KP V and the General Partners may be deemed to own beneficially and indirectly, approximately 9.8% of the outstanding shares of Common Stock. KP V and the General Partners disclaim beneficial ownership of the securities reported herein. None of the Filing Persons beneficially owns any shares of Common Stock other than as set forth herein. Based on Amendment No. 2 to a Schedule 13D filed by the Other Investors and certain other persons on November 12, 1998, the Other Investors may be deemed to be the beneficial owners of an aggregate of 31,554,886 shares 12 14 SCHEDULE 13D - -------------------------------- CUSIP No. 03113V109 - -------------------------------- of Common Stock, including 632,143 shares of Common Stock that may be acquired through the conversion of Debentures. Such shares represent approximately 51.5% 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 9 above. (c) Schedule A hereto sets forth the purchases of Debentures by the Limited Partnerships pursuant to the Debenture & Note Purchase Agreement during the period from November 13, 1998 to November 17, 1998. Other than as set forth on Schedule A hereto, no transactions in the Common Stock were effected by the Filing Persons during the past 60 days. (d) No 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. On November 12, 1998, the Limited Partnerships entered into the Debenture & Note Purchase Agreement with the Other Investors, pursuant to which the parties thereto have agreed to make open market purchases of the Company's Debentures and Notes from time to time for their respective accounts in agreed-upon proportions. The Debenture & Note Purchase Agreement provides that each party thereto may terminate its participation in such open market purchases by providing written notice of such termination to the other parties thereto. The foregoing is qualified in its entirety by reference to the Debenture & Note Purchase Agreement which is filed as Exhibit 1 hereto and is incorporated herein by reference. The Limited Partnerships are party to a Stockholders Agreement, dated as of April 30, 1996 (as amended, the "Stockholders Agreement"), by and among the Company, the Limited Partnerships, the Other Investors and the other parties thereto. The Stockholders Agreement is filed as Exhibit 2 hereto and is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Form of Agreement, dated as of November 12, 1998, by and among the Limited Partnerships and the other parties thereto. 2. Stockholders Agreement, dated as of April 30, 1996, by and among the Company, the Limited Partnerships, the Other Investors and the other parties thereto, and the amendments thereto (incorporated herein 13 15 SCHEDULE 13D - -------------------------------- CUSIP No. 03113V109 - -------------------------------- by reference to Exhibit 10.15 to the Company's Registration Statement on Form S-1, File No. 333-34099). 3. Joint Filing Agreement, dated as of November 23, 1998, among the Filing Persons. 4. Powers of attorneys. 14 16 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. Dated: November 23, 1998 KELSO INVESTMENT ASSOCIATES V, L.P. By: Kelso Partners V, L.P., its General Partner By: /s/ James J. Connors, II Name: James J. Connors, II Title: Attorney-in-fact KELSO EQUITY PARTNERS V, L.P. By: /s/ James J. Connors, II Name: James J. Connors, II Title: Attorney-in-fact KELSO PARTNERS V, L.P. By: /s/ James J. Connors, II Name: James J. Connors, II Title: Attorney-in-fact * ___________________________________ Joseph S. Schuchert * ___________________________________ Frank T. Nickell * ___________________________________ George E. Matelich 17 * ___________________________________ Thomas R. Wall, IV * ___________________________________ Frank K. Bynum, Jr. * ___________________________________ Michael B. Goldberg * ___________________________________ David I. Wahrhaftig * By: /s/ James J. Connors, II James J. Connors, II Attorney-in-fact 18 SCHEDULE A AMF Bowling, Inc. CUSIP No. 03113VAA7 (Debentures)
Purchases (Face Amount) Sales Price Trade Date $ 1,613,000 $ 168,357 13-Nov-98 $ 807,000 $ 90,788 16-Nov-98 $11,597,000 $1,436,381 17-Nov-98
19 INDEX OF EXHIBITS 1. Form of Agreement, dated as of November 12, 1998, by and among the Limited Partnerships and the other parties thereto. 2. Stockholders Agreement, dated as of April 30, 1996, by and among the Company, the Limited Partnerships, the Other Investors and the other parties thereto, and the amendments thereto (incorporated herein by reference to Exhibit 10.15 to the Company's Registration Statement on Form S-1, File No. 333-34099). 3. Joint Filing Agreement, dated as of November 23, 1998, among the Filing Persons. 4. Powers of attorneys. EX-99.1 2 FORM OF AGREEMENT 1 The undersigned hereby agree to purchase or cause to be purchased Zero Coupon Convertible Debentures due 2018 (the "Debentures") of AMF Bowling, Inc. and/or 12 1/4% Senior Subordinated Discount Notes due 2006 (the "Notes") of AMF Bowling Worldwide, Inc., in each case, in open market transactions for the accounts of the undersigned based on the proportions set forth on Schedule I hereto. Each party may terminate its participation in such purchases by providing the other parties hereto with written notice of such termination. In the event of any such termination, the proportions set forth on Schedule I for the remaining entities shall be proportionately increased. This agreement and acknowledgment may be signed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts, shall together constitute one and the same instrument. Dated as of the 12th day of November, 1998. 2 GS CAPITAL PARTNERS II, L.P. By: GS Advisors, L.P. General Partner By: GS Advisors Inc., its General Partner By: Name: Title: GS CAPITAL PARTNERS II OFFSHORE, L.P. By: GS Advisors II (Cayman), L.P. General Partner By: GS Advisors II, Inc., its General Partner By: Name: Title: GOLDMAN, SACHS & CO. VERWALTUNGS GMBH By: Name: Title: By: Name: Title: 2 3 STONE STREET FUND 1995, L.P. By: Stone Street Value Corp., its General Partner By: Name: Title: STONE STREET FUND 1996, L.P. By: Stone Street Empire Corp., its General Partner By: Name: Title: BRIDGE STREET FUND 1995, L.P. By: Stone Street Value Corp., its Managing General Partner By: Name: Title: 3 4 BRIDGE STREET FUND 1996, L.P. By: Stone Street Empire Corp., its Managing General Partner By: Name: Title: KELSO INVESTMENT ASSOCIATES V, L.P. By: Kelso Partners V, L.P., its General Partner By: Name: Title: KELSO EQUITY PARTNERS V, L.P. By: Name: Title: 4 5 SCHEDULE I ALLOCATION PERCENTAGES
% --------------------------- Kelso Investment Associates V, L.P. 14.5% Kelso Equity Partners V, L.P. 1.6% GS Capital Partners II, L.P. 54.1% GS Capital Partners II Offshore, L.P. 21.5% GS Capital Partners II (Germany) C.L.P. 2.0% Bridge Street Fund 1995, L.P. 1.4% Bridge Street Fund 1996, L.P. 1.5% Stone Street Fund 1995, L.P. 1.3% Stone Street Fund 1996, L.P. 2.2% --------------------------- TOTAL 100.0%
EX-99.3 3 JOINT FILING AGREEMENT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below. Dated: November 23, 1998 KELSO INVESTMENT ASSOCIATES V, L.P. By: Kelso Partners V, L.P., its General Partner By: /s/ James J. Connors, II Name: James J. Connors, II Title: Attorney-in-fact KELSO EQUITY PARTNERS V, L.P. By: /s/ James J. Connors, II Name: James J. Connors, II Title: Attorney-in-fact KELSO PARTNERS V, L.P. By: /s/ James J. Connors, II Name: James J. Connors, II Title: Attorney-in-fact * __________________________________ Joseph S. Schuchert * __________________________________ Frank T. Nickell * __________________________________ George E. Matelich 2 * __________________________________ Thomas R. Wall, IV * __________________________________ Frank K. Bynum, Jr. * __________________________________ Michael B. Goldberg * __________________________________ David I. Wahrhaftig * By: /s/ James J. Connors, II James J. Connors, II Attorney-in-fact 2 EX-99.4 4 POWERS OF ATTORNEY 1 POWER OF ATTORNEY The undersigned hereby constitutes and appoints James J. Connors, II and Howard A. Matlin, and each of them, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact and agents to: (1) execute and deliver for and on behalf of the undersigned (i) any and all Forms 3, 4 and 5 relating to AMF Bowling, Inc. (the "Company") required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder and (ii) any and all schedules relating to the Company required to be filed in accordance with Section 13(d) of the Exchange Act and the rules thereunder (together, the "Forms and Schedules"), in the undersigned's capacity as a director and/or controlling person of the Company and/or as a partner of Kelso Partners V, L.P., and/or Kelso Equity Partners V, L.P., and in and all other capacities pursuant to which such Forms and Schedules may be required to be filed by the undersigned; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorneys-in-fact and agents full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact and agents, in servicing in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13(d) of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file the forms and Schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact and agents. 2 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 17th day of October, 1997. /s/ Joseph S. Schuchert Joseph S. Schuchert 2 3 POWER OF ATTORNEY The undersigned hereby constitutes and appoints James J. Connors, II and Howard A. Matlin, and each of them, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact and agents to: (1) execute and deliver for and on behalf of the undersigned (i) any and all Forms 3, 4 and 5 relating to AMF Bowling, Inc. (the "Company") required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder and (ii) any and all schedules relating to the Company required to be filed in accordance with Section 13(d) of the Exchange Act and the rules thereunder (together, the "Forms and Schedules"), in the undersigned's capacity as a director and/or controlling person of the Company and/or as a partner of Kelso Partners V, L.P., and/or Kelso Equity Partners V, L.P., and in and all other capacities pursuant to which such Forms and Schedules may be required to be filed by the undersigned; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorneys-in-fact and agents full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact and agents, in servicing in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13(d) of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file the forms and Schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact and agents. 3 4 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 17th day of October, 1997. /s/ Frank T. Nickell Frank T. Nickell 4 5 POWER OF ATTORNEY The undersigned hereby constitutes and appoints James J. Connors, II and Howard A. Matlin, and each of them, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact and agents to: (1) execute and deliver for and on behalf of the undersigned (i) any and all Forms 3, 4 and 5 relating to AMF Bowling, Inc. (the "Company") required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder and (ii) any and all schedules relating to the Company required to be filed in accordance with Section 13(d) of the Exchange Act and the rules thereunder (together, the "Forms and Schedules"), in the undersigned's capacity as a director and/or controlling person of the Company and/or as a partner of Kelso Partners V, L.P., and/or Kelso Equity Partners V, L.P., and in and all other capacities pursuant to which such Forms and Schedules may be required to be filed by the undersigned; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorneys-in-fact and agents full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact and agents, in servicing in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13(d) of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file the forms and Schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact and agents. 5 6 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 17th day of October, 1997. /s/ George E. Matelich George E. Matelich 6 7 POWER OF ATTORNEY The undersigned hereby constitutes and appoints James J. Connors, II and Howard A. Matlin, and each of them, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact and agents to: (1) execute and deliver for and on behalf of the undersigned (i) any and all Forms 3, 4 and 5 relating to AMF Bowling, Inc. (the "Company") required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder and (ii) any and all schedules relating to the Company required to be filed in accordance with Section 13(d) of the Exchange Act and the rules thereunder (together, the "Forms and Schedules"), in the undersigned's capacity as a director and/or controlling person of the Company and/or as a partner of Kelso Partners V, L.P., and/or Kelso Equity Partners V, L.P., and in and all other capacities pursuant to which such Forms and Schedules may be required to be filed by the undersigned; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorneys-in-fact and agents full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact and agents, in servicing in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13(d) of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file the forms and Schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact and agents. 7 8 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 17th day of October, 1997. /s/ Thomas R. Wall, IV Thomas R. Wall, IV 8 9 POWER OF ATTORNEY The undersigned hereby constitutes and appoints James J. Connors, II and Howard A. Matlin, and each of them, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact and agents to: (1) execute and deliver for and on behalf of the undersigned (i) any and all Forms 3, 4 and 5 relating to AMF Bowling, Inc. (the "Company") required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder and (ii) any and all schedules relating to the Company required to be filed in accordance with Section 13(d) of the Exchange Act and the rules thereunder (together, the "Forms and Schedules"), in the undersigned's capacity as a director and/or controlling person of the Company and/or as a partner of Kelso Partners V, L.P., and/or Kelso Equity Partners V, L.P., and in and all other capacities pursuant to which such Forms and Schedules may be required to be filed by the undersigned; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorneys-in-fact and agents full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact and agents, in servicing in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13(d) of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file the forms and Schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact and agents. 9 10 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 17th day of October, 1997. /s/ Frank K. Bynum, Jr. Frank K. Bynum, Jr. 10 11 POWER OF ATTORNEY The undersigned hereby constitutes and appoints James J. Connors, II and Howard A. Matlin, and each of them, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact and agents to: (1) execute and deliver for and on behalf of the undersigned (i) any and all Forms 3, 4 and 5 relating to AMF Bowling, Inc. (the "Company") required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder and (ii) any and all schedules relating to the Company required to be filed in accordance with Section 13(d) of the Exchange Act and the rules thereunder (together, the "Forms and Schedules"), in the undersigned's capacity as a director and/or controlling person of the Company and/or as a partner of Kelso Partners V, L.P., and/or Kelso Equity Partners V, L.P., and in and all other capacities pursuant to which such Forms and Schedules may be required to be filed by the undersigned; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorneys-in-fact and agents full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact and agents, in servicing in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13(d) of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file the forms and Schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact and agents. 11 12 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 17th day of October, 1997. /s/ Michael B. Goldberg Michael B. Goldberg 12 13 POWER OF ATTORNEY The undersigned hereby constitutes and appoints James J. Connors, II and Howard A. Matlin, and each of them, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact and agents to: (1) execute and deliver for and on behalf of the undersigned (i) any and all Forms 3, 4 and 5 relating to AMF Bowling, Inc. (the "Company") required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder and (ii) any and all schedules relating to the Company required to be filed in accordance with Section 13(d) of the Exchange Act and the rules thereunder (together, the "Forms and Schedules"), in the undersigned's capacity as a director and/or controlling person of the Company and/or as a partner of Kelso Partners V, L.P., and/or Kelso Equity Partners V, L.P., and in and all other capacities pursuant to which such Forms and Schedules may be required to be filed by the undersigned; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorneys-in-fact and agents full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact and agents, in servicing in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13(d) of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file the forms and Schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact and agents. 13 14 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 17th day of October, 1997. /s/ David I. Wahrhaftig David I. Wahrhaftig 14 -----END PRIVACY-ENHANCED MESSAGE-----