AMF Bowling, Inc.
Zero Coupon Convertible Debentures due 2018
Registration Rights Agreement
Dated as of May 12, 1998
Goldman, Sachs & Co.,
Cowen & Company,
Morgan Stanley & Co. Incorporated,
Schroder & Co. Inc.,
c/o Goldman, Sachs & Co.
85 Broad Street,
New York, New York 10004.
Ladies and Gentlemen:
AMF Bowling, Inc., a Delaware corporation (the "Company"), proposes to
issue and sell to the Purchasers (as defined herein) upon the terms set forth in
the Purchase Agreement (as defined herein) its Zero Coupon Convertible
Debentures due 2018 (the "Securities"). As an inducement to the Purchasers to
enter into the Purchase Agreement and in satisfaction of a condition to the
obligations of the Purchasers thereunder, the Company agrees with the Purchasers
for the benefit of holders (as defined herein) from time to time of the
Registrable Securities (as defined herein) as follows:
1. Definitions. (a) Capitalized terms used herein without definition
shall have the meanings ascribed thereto in the Purchase Agreement. As used in
this Agreement, the following defined terms shall have the following meanings:
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling",
"controlled by" and "under common control with") as used with respect to any
Person means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise; provided
that beneficial ownership of 10% or more of the voting securities of a Person
shall be deemed to be "control".
"Applicable Conversion Price" means, as of any date of determination,
the Applicable Principal Amount per $1,000 principal amount at maturity of
Securities as of such date of determination divided by the Conversion Rate (as
defined in the Indenture) in effect as of such date of determination or, if no
Securities are then outstanding, the Conversion Rate that would be in effect if
Securities were then outstanding.
"Applicable Principal Amount" means, as of any date of determination,
with respect to each $1,000 principal amount at maturity of Securities, the
Issue Price (as defined in the Indenture) of such Securities plus accrued
Original Issue Discount (as defined in the Indenture) with respect to such
Securities through such date of determination or, if no Securities are then
outstanding, such sum calculated as if such Securities were then outstanding.
"Commission" means the United States Securities and Exchange
Commission, or any successor thereto.
"Common Stock" means the Company's common stock, par value $0.01 per
share.
"Effectiveness Period" has the meaning assigned thereto in Section
2(b)(i)(A) hereof.
"Effective Time" means the date on which the Commission declares the
Shelf Registration Statement effective or on which the Shelf Registration
Statement otherwise becomes effective.
"Electing Holder" means any holder of Registrable Securities that has
returned a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(a)(1) or 3(a)(2) hereof.
"Exchange Act" means the United States Securities Exchange Act of 1934,
as amended.
"Filing Notice" has the meaning assigned thereto in Section 3(d)(1)
hereof.
The term "holder" means, when used with respect to any Security, the
Holder (as defined in the Indenture) and, with respect to any Common Stock, the
record holder of such Common Stock.
"Indenture" means the Indenture, dated as of May 12, 1998, between the
Company and The Bank of New York, as amended and supplemented from time to time
in accordance with its terms.
"Liquidated Damages" has the meaning assigned thereto in Section 2(c)
hereof.
"Managing Underwriters" means the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering,
if any, conducted pursuant to Section 6 hereof.
"NASD Rules" means the Rules of the National Association of Securities
Dealers, Inc., as amended from time to time.
"Notice and Questionnaire" means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Exhibit A
hereto.
"Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.
"Prospectus" means the prospectus (including, without limitation, any
preliminary prospectus, any final prospectus and any prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Securities Act)
included in the Shelf Registration Statement, as amended or supplemented by any
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by the Shelf Registration Statement and by
all other amendments and supplements to such prospectus, including any material
incorporated by reference in such prospectus and any documents filed after the
date of such prospectus by the Company under the Exchange Act and incorporated
by reference therein.
"Purchase Agreement" means the purchase agreement, dated May 6, 1998,
among the Purchasers, the Company and the Designated Subsidiaries named therein.
"Purchasers" means the Purchasers named in Schedule I to the Purchase
Agreement.
"Registrable Securities" means all or any portion of the Securities and
the shares of Common Stock issuable upon conversion, redemption or repurchase of
such Securities; provided, however, that a security shall cease to be a
Registrable Security when it is no longer a Restricted Security.
"Registration Default" has the meaning assigned thereto in Section 2(c)
hereof.
"Restricted Security" means any Security or shares of Common Stock
issuable upon conversion, redemption or repurchase thereof except any such
Security or Common Stock which (i) has been registered pursuant to an effective
registration statement under the Securities Act and sold in a manner
contemplated by the Shelf Registration Statement, (ii) has been transferred in
compliance with Rule 144 under the Securities Act (or any successor provision
thereto) or is transferable pursuant to paragraph (k) of such Rule 144 (or any
successor provision thereto) or (iii) has otherwise been transferred and a new
Security or share of Common Stock not subject to transfer restrictions under the
Securities Act has been delivered by or on behalf of the Company in accordance
with the Indenture.
"Rules and Regulations" means the published rules and regulations of
the Commission promulgated under the Securities Act or the Exchange Act, as in
effect at any relevant time.
"Securities Act" means the United States Securities Act of 1933, as
amended.
"Shelf Registration" means a registration effected pursuant to Section
2 hereof.
"Shelf Registration Statement" means a "shelf" registration statement
filed under the Securities Act providing for the registration of, and the sale
on a continuous or delayed basis by the holders of, all of the Registrable
Securities pursuant to Rule 415 under the Securities Act and/or any similar rule
that may be adopted by the Commission, filed by the Company pursuant to the
provisions of Section 2 of this Agreement, including the Prospectus contained
therein, any amendments and supplements to such registration statement,
including post-effective amendments, and all exhibits and all material
incorporated by reference in such registration statement.
"Trust Indenture Act" means the Trust Indenture Act of 1939, or any
successor thereto, and the rules, regulations and forms promulgated thereunder,
as the same shall be amended from time to time.
The term "underwriter" means any underwriter of Registrable Securities
in connection with an offering thereof under a Shelf Registration Statement.
(b) Wherever there is a reference in this Agreement to a percentage of
the "principal amount at maturity" of Registrable Securities or to a percentage
of Registrable Securities, Common Stock shall be treated as representing the
principal amount at maturity of Securities which was surrendered for conversion
or exchange in order to receive such number of shares of Common Stock.
2. Shelf Registration. (a) The Company shall, as soon as practicable
but in any event within 90 calendar days following the First Time of Delivery,
file with the Commission a Shelf Registration Statement relating to the offer
and sale of the Registrable Securities and, thereafter, shall use its best
efforts to cause such Shelf Registration Statement to be declared effective
under the Securities Act as promptly as is practicable but in any event within
180 calendar days following the First Time of Delivery; provided, however, that
no holder shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement or to use the Prospectus forming a part thereof for
resales of Registrable Securities unless such holder is an Electing Holder.
(b)(i) The Company shall use its best efforts:
(A) Subject to the proviso to clause (b)(ii), to keep the Shelf
Registration Statement continuously effective in order to permit the
Prospectus forming part thereof to be usable by holders for resales of
Registrable Securities until the earlier of: (x) such time as all
Registrable Securities covered by the Shelf Registration Statement have
been sold pursuant to the Shelf Registration Statement, and (y) such
time as all of the Registrable Securities held by Persons that are not
Affiliates of the Company are eligible for resale pursuant to Rule
144(k) (or any successor provision thereto) under the Securities Act
(in each case, such period being referred to herein as the
"Effectiveness Period");
(B) After the Effective Time of the Shelf Registration Statement
and prior to the end of the Effectiveness Period, as provided in
Section 3(a)(2) hereof, to take any action reasonably necessary to
enable any holder of Registrable Securities that is not then an
Electing Holder to use the Prospectus forming a part thereof for
resales of Registrable Securities, including, without limitation, any
action necessary to identify such holder as a selling securityholder in
the Shelf Registration Statement; provided, however, that nothing in
this subparagraph shall relieve such holder of the obligation to return
a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(a)(2) hereof; and
(C) If at any time, the Securities, pursuant to Article X of the
Indenture, are convertible into securities other than Common Stock, the
Company shall, or shall cause any successor under the Indenture to,
cause such securities to be included in the Shelf Registration
Statement no later than the date on which the Securities may then be
convertible into such securities.
After the end of the Effectiveness Period, the Company will not
be required to file or maintain the effectiveness of any registration
statement, including, without limitation, the Shelf Registration
Statement, with respect to the Securities or the Common Stock issuable
upon conversion, redemption or repurchase thereof.
(ii) The Company shall be deemed not to have used its best
efforts to keep the Shelf Registration Statement effective during the
Effectiveness Period if the Company voluntarily takes any action that
would result in Electing Holders not being able to offer and sell any
of their Registrable Securities during such period, unless (i) such
action is required by applicable law, or (ii) the Company determines
based upon the advice of counsel that is advisable to disclose in the
Shelf Registration Statement a financing, acquisition or other
corporate transaction, and the Board of Directors of the Company shall
have determined in good faith that such disclosure is not in the best
interests of the Company and its stockholders, and, in the case of
clause (i) above, the Company thereafter promptly complies with the
requirements of paragraph 3(j) below; provided however, that the
Company will be permitted to suspend the use of the Prospectus (x) in
connection with pending corporate developments, public filings with the
Commission and similar events, for a period not to exceed 30 days in
any three-month period or 90 days (whether or not consecutive) in any
twelve-month period or (y) in connection with any corporate acquisition
or similar transaction, for a period not to exceed 60 days in any
three-month period or 90 days (whether or not consecutive) in any
twelve-month period.
(c) If (i) on or prior to the 90th calendar day following the First
Time of Delivery, a Shelf Registration Statement has not been filed with the
Commission, (ii) on or prior to the 180th calendar day following the First Time
of Delivery, such Shelf Registration Statement is not declared effective by the
Commission, (iii) the Shelf Registration Statement is filed and declared
effective and, prior to the end of the Effectiveness Period, ceases to be
effective (except as set forth in the proviso to Section 2(b)(ii)) and is not
immediately succeeded by an additional effective Shelf Registration Statement
satisfying the requirements of this Agreement, or (iv) prior to the end of the
Effectiveness Period the Prospectus is unavailable (whether pursuant to a
blackout period (as defined in Section 3(j) hereof) or otherwise for periods in
excess of those set forth in the proviso to Section 2(b)(ii) hereof, or (v)
prior to the end of the Effectiveness Period the Company fails to make any
filing within the periods required under Section 3(a)(2)(x) hereof, or (vi)
prior to the end of the Effectiveness Period any filing required pursuant to
Section 3(a)(2)(y) hereof is a post-effective amendment required to be declared
effective under the Securities Act and such amendment is not declared effective
within 45 days of the filing thereof (each of the events described in clauses
(i) through (vi), a "Registration Default"), then the Company shall pay
liquidated damages (the "Liquidated Damages") to the holders of the Securities
and the Common Stock issuable upon conversion, redemption or repurchase thereof
from and including the day on which such Registration Default first occurs to
but excluding the day on which such Registration Default is cured. Such
Liquidated Damages shall accrue (x) in respect of any Securities, at a rate per
annum equal to one-quarter of one percent (0.25%) for the first 90 days after
the occurrence of such Registration Default and one-half of one percent (0.50%)
thereafter of the Applicable Principal Amount thereof, and (y) in respect of any
shares of Common Stock issued upon conversion, redemption or repurchase of the
Securities, at a rate per annum equal to one-quarter of one percent (0.25%) for
the first 90 days after the occurrence of such Registration Default and one-half
of one percent (0.50%) thereafter of the Applicable Conversion Price as in
effect from time to time. Such Liquidated Damages shall be payable quarterly in
arrears March 12, June 12, September 12 and December 12 of each year to the
holders of record of the Securities or the Common Stock issued upon conversion,
redemption or repurchase thereof.
Except as provided in this Section 2(c), the Company shall have no
other liability for monetary damages with respect to its registration
obligations; provided, however, that if the Company breaches, fails to comply
with, defaults in its performance of, or violates Sections 2 and 3 hereof, the
Purchasers, the holders and beneficial owners of the Registrable Securities may
be entitled to, and the Company shall not contest or oppose the granting of, any
equitable relief, including specific performance, injunctive relief and
declaratory orders.
3. Registration Procedures. In connection with the Shelf Registration
Statement, the following provisions shall apply:
(a) (1) Not less than 30 calendar days prior to the Effective
Time of the Shelf Registration Statement, the Company shall mail the
Notice and Questionnaire to the holders of Registrable Securities. Any
Person that acquires any Registrable Securities from an Electing Holder
(excluding any Registrable Securities that were not identified in the
Notice and Questionnaire delivered by such Electing Holder) will be
entitled to have such Registrable Securities included in the Shelf
Registration Statement so long as such transferee provides the Company
with an updated Notice and Questionnaire. If any such Electing Holder's
or transferee's Notice and Questionnaire is received on or prior to the
10th day prior to the Effective Time, such Electing Holder or
transferee will be entitled to have such Electing Holder's or
transferee's Registrable Securities included in the Shelf Registration
Statement at the Effective Time; if such Electing Holder's or
transferee's Notice and Questionnaire is received subsequent to such
10th day, the Registrable Securities covered by such Notice and
Questionnaire will be included in the Shelf Registration Statement
reasonably promptly after receipt (which date of inclusion may be
subsequent to the Effective Time), as provided in Section 3(a)(2)
below. No holder shall be entitled to be named as a selling
securityholder in the Shelf Registration Statement as of the Effective
Time, and no holder shall be entitled to use the Prospectus forming a
part thereof for resales of Registrable Securities at any time, unless
such holder has returned a completed and signed Notice and
Questionnaire to the Company by the deadline for response set forth
therein; provided, however, holders of Registrable Securities shall
have at least 30 calendar days from the date on which the Notice and
Questionnaire is first mailed to such holders to return a completed and
signed Notice and Questionnaire to the Company.
(2) After the Effective Time of the Shelf Registration Statement
and prior to the end of the Effectiveness Period, the Company shall,
upon the request of any holder of Registrable Securities that is not
then an Electing Holder, promptly send a Notice and Questionnaire to
such holder. The Company shall not be required to take any action to
name such holder as a selling securityholder in the Shelf Registration
Statement or to enable such holder to use the Prospectus forming a part
thereof for resales of Registrable Securities until such holder has
returned a completed and signed Notice and Questionnaire to the
Company. Upon receipt of a completed Notice and Questionnaire, together
with such other information as may be reasonably requested by the
Company, from a holder following the Effective Time and prior to the
end of the Effectiveness Period, the Company will (x) as promptly as
practicable but in any event within 5 business days of such receipt,
file such amendments to the Shelf Registration Statement or supplements
to the Prospectus as are necessary to permit such holder to deliver the
Prospectus to purchasers of Registrable Securities (subject to the
Company's right to suspend the use of the Prospectus as provided in
Section 2(b) hereof) and (y) if a post-effective amendment to the Shelf
Registration Statement is required to be declared effective under the
Securities Act, use its best efforts to cause such amendment to be
declared effective within 45 days of the filing thereof.
(b) The Company shall furnish to each Electing Holder, prior to
the Effective Time, a copy of the Shelf Registration Statement
initially filed with the Commission, and shall furnish to such holders,
prior to the filing thereof with the Commission, copies of each
amendment thereto and each amendment or supplement, if any, to the
Prospectus included therein.
(c) During the Effectiveness Period, the Company shall reasonably
promptly take such action as may be necessary so that (i) each of the
Shelf Registration Statement and any amendment thereto and the
Prospectus forming part thereof and any amendment or supplement thereto
(and each report or other document incorporated therein by reference in
each case) complies in all material respects with the Securities Act
and the Exchange Act and the respective rules and regulations
thereunder, (ii) each of the Shelf Registration Statement and any
amendment thereto does not, when it becomes effective, contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading and (iii) each of the Prospectus forming part of
the Shelf Registration Statement, and any amendment or supplement to
such Prospectus, does not at any time during the Effectiveness Period
include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
(d) During the Effectiveness Period, the Company shall reasonably
promptly advise each Electing Holder, and shall confirm such advice in
writing if so requested by any such holder:
(1) when the Shelf Registration Statement and any amendment
thereto has been filed with the Commission (a "Filing Notice") and when
the Shelf Registration Statement or any post-effective amendment
thereto has become effective; and
(2) of any request by the Commission for amendments or
supplements to the Shelf Registration Statement or the Prospectus
included therein or for additional information.
(3) of the issuance by the Commission of any stop order
suspending the effectiveness of the Shelf Registration Statement
or the initiation of any proceedings for such purpose;
(4) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the securities
included in the Shelf Registration Statement for sale in any
jurisdiction or the initiation of any proceeding for such
purpose; and
(5) of the happening of any event that requires the making
of any changes in the Shelf Registration Statement or the
Prospectus included therein so that, as of such date, such Shelf
Registration Statement and Prospectus do not contain an untrue
statement of a material fact and do not omit to state a material
fact required to be stated therein or necessary to make the
statements therein (in the case of the Prospectus, in light of
the circumstances under which they were made) not misleading
(which advice shall be accompanied by an instruction to such
holders to suspend the use of the Prospectus until the requisite
changes have been made).
(e) During the Effectiveness Period, the Company shall use its
best efforts to prevent the issuance, and if issued to obtain the
withdrawal, of any order suspending the effectiveness of the Shelf
Registration Statement at the earliest possible time.
(f) During the Effectiveness Period, the Company shall furnish to
each Electing Holder, without charge, at least one copy of the Shelf
Registration Statement and all post-effective amendments thereto,
including financial statements and schedules, and, if such holder so
requests in writing, all reports, other documents and exhibits that are
filed with or incorporated by reference in the Shelf Registration
Statement.
(g) The Company shall, during the Effectiveness Period, deliver
to each Electing Holder, without charge, as many copies of the
Prospectus (including each preliminary Prospectus) included in the
Shelf Registration Statement and any amendment or supplement thereto as
such Electing Holder may reasonably request; and the Company consents
(except during the continuance of any event described in Section
3(d)(5) above) to the use of the Prospectus and any amendment or
supplement thereto by each of the Electing Holders in connection with
the offering and sale of the Registrable Securities covered by the
Prospectus and any amendment or supplement thereto during the
Effectiveness Period.
(h) During the Effectiveness Period, prior to any offering of
Registrable Securities pursuant to the Shelf Registration Statement,
the Company shall use its reasonable best efforts to (1) register or
qualify or cooperate with the Electing Holders and their respective
counsel in connection with the registration or qualification of such
Registrable Securities for offer and sale under the securities or "blue
sky" laws of such jurisdictions within the United States as any
Electing Holder may reasonably request in writing and (2) take any and
all other actions necessary or advisable to enable the disposition in
such jurisdictions of such Registrable Securities; provided, however,
that in no event shall the Company be obligated to (i) qualify as a
foreign corporation or as a dealer in securities in any jurisdiction
where it would not otherwise be required to so qualify but for this
Section 3(h), (ii) file any general consent to service of process in
any jurisdiction where it is not as of the date hereof so subject or
(iii) subject itself to taxation in any such jurisdiction if it is not
so subject.
(i) During the Effectiveness Period, unless any Registrable
Securities shall be in book-entry only form at the applicable time of
sale, the Company shall cooperate with the Electing Holders to
facilitate the preparation and delivery within the times required for
regular way of settlement of certificates representing Registrable
Securities to be sold pursuant to the Shelf Registration Statement,
which certificates, if so required by any securities exchange upon
which any Registrable Securities are listed, shall be penned,
lithographed or engraved, or produced by any combination of such
methods, on steel engraved borders, and which certificates shall be
free of any restrictive legends and in such permitted denominations and
registered in such names as Electing Holders may request in writing in
connection with the sale of Registrable Securities pursuant to the
Shelf Registration Statement.
(j) During the Effectiveness Period, upon the occurrence of any
fact or event contemplated by paragraph 3(d)(5) above, the Company
shall promptly prepare a post-effective amendment or supplement to the
Shelf Registration Statement or the Prospectus, or any document
incorporated therein by reference, or file any other required document
so that, as thereafter delivered to purchasers of the Registrable
Securities included therein, the Prospectus will not include an untrue
statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, if the Company determines based upon the advice of counsel
that it is advisable to disclose in the Shelf Registration Statement a
financing, acquisition or other corporate transaction, and the Board of
Directors of the Company shall have determined in good faith that such
disclosure would not be in the best interests of the Company and its
stockholders, the Company shall not be required to prepare and file
such amendment, supplement or document for such period as the Board of
Directors of the Company shall have determined in good faith is in the
best interests of the Company (any such period hereinafter referred to
as a "blackout period"). If the Company notifies the Electing Holders
of the occurrence of any event contemplated by paragraph 3(d)(5) above,
each Electing Holder agrees, as a consequence of the inclusion of any
of such holder's Registrable Securities in the Shelf Registration
Statement, to suspend the use of the Prospectus until the requisite
changes to the Prospectus have been made.
(k) Not later than the Effective Time of the Shelf Registration
Statement, the Company shall provide a CUSIP number for the Registrable
Securities that are debt securities.
(l) The Company shall use its best efforts to comply with all
applicable Rules and Regulations, and to make generally available to
its securityholders as soon as practicable, but in any event not later
than eighteen months after (i) the effective date (as defined in Rule
158(c) under the Securities Act) of the Shelf Registration Statement,
(ii) the effective date of each post-effective amendment to the Shelf
Registration Statement, and (iii) the date of each filing by the
Company with the Commission of an Annual Report on Form 10-K that is
incorporated by reference in the Shelf Registration Statement, an
earning statement of the Company and its subsidiaries complying with
Section 11(a) of the Securities Act and the rules and regulations of
the Commission thereunder (including, at the option of the Company,
Rule 158).
(m) Not later than the Effective Time of the Shelf Registration
Statement, the Company shall cause the Indenture to be qualified under
the Trust Indenture Act; in connection with such qualification, the
Company shall cooperate with the Trustee under the Indenture and the
Holders (as defined in the Indenture) to effect such changes to the
Indenture as may be required for such Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and the Company
shall execute, and shall use all reasonable efforts to cause the
Trustee to execute, all documents that may be required to effect such
changes and all other forms and documents required to be filed with the
Commission to enable such Indenture to be so qualified in a timely
manner. In the event that any such amendment or modification referred
to in this Section 3(m) involves the appointment of a new trustee under
the Indenture, the Company shall appoint a new trustee thereunder
pursuant to the applicable provisions of the Indenture.
(n) In the event of an underwritten offering conducted pursuant
to Section 6 hereof, the Company shall, if requested, reasonably
promptly include or incorporate in a Prospectus supplement or
post-effective amendment to the Shelf Registration Statement such
information as the Managing Underwriters reasonably agree should be
included therein and to which the Company does not reasonably object
and shall make all required filings of such Prospectus supplement or
post-effective amendment as soon as practicable after it is notified of
the matters to be included or incorporated in such Prospectus
supplement or post-effective amendment.
(o) The Company shall enter into such customary agreements
(including an underwriting agreement in customary form in the event of
an underwritten offering conducted pursuant to Section 6 hereof) and
take all other appropriate action in order to expedite and facilitate
the registration and disposition of the Registrable Securities, and in
connection therewith, if an underwriting agreement is entered into,
cause the same to contain indemnification provisions and procedures
substantially identical to those set forth in Section 5 hereof with
respect to all parties to be indemnified pursuant to Section 5 hereof.
(p) The Company shall:
(i)(A) make reasonably available during regular business
hours for inspection by Electing Holders, any underwriter
participating in any disposition pursuant to the Shelf
Registration Statement, and any attorney, accountant or other
agent retained by such holders or any such underwriter all
relevant financial and other records, pertinent corporate
documents and properties of the Company and its subsidiaries, and
(B) cause the Company's officers, directors and employees to
supply all information reasonably requested by such holders or
any such underwriter, attorney, accountant or agent in connection
with the Shelf Registration Statement, in each case, as is
customary for similar due diligence examinations; provided,
however, that such holders and any such underwriter, attorney,
accountant or agent, shall be required to maintain in confidence
and not to disclose to any other person any information or
records reasonably designated by the Company in writing as being
confidential, unless and until such time as (A) such information
becomes a matter of public record (whether by virtue of its
inclusion in such Shelf Registration Statement or otherwise), or
(B) such person shall be required so to disclose such information
pursuant to the subpoena or order of any court or other
governmental agency or body having jurisdiction over the matter
(subject to the requirements of such order, and only after such
person shall have given the Company prompt prior written notice
of such requirement), or (C) such information is required to be
set forth in such Shelf Registration Statement or the Prospectus
included therein or in an amendment to such Shelf Registration
Statement or an amendment or supplement to such Prospectus in
order that such Shelf Registration Statement, Prospectus,
amendment or supplement, as the case may be, does not contain an
untrue statement of a material fact or omit to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading; and provided, further,
that such inspection and information gathering shall, to the
greatest extent possible, be coordinated on behalf of the
Electing Holders and the other parties entitled thereto by one
counsel designated by and on behalf of Electing Holders and other
parties;
(ii) in connection with any underwritten offering conducted
pursuant to Section 6 hereof, make such representations and
warranties to the holders participating in such underwritten
offering and to the Managing Underwriters, in form, substance and
scope as are customarily made by the Company to underwriters in
primary underwritten offerings of equity and convertible debt
securities and covering matters including, but not limited to,
those set forth in the Purchase Agreement;
(iii)in connection with any underwritten offering conducted
pursuant to Section 6 hereof, obtain opinions of counsel to the
Company (which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to the Managing
Underwriters) in customary form addressed to each holder
participating in such underwritten offering and the underwriters,
covering such matters as are customarily covered in opinions
requested in primary underwritten offerings of equity and
convertible debt securities and such other matters as may be
reasonably requested by such holders and underwriters (it being
agreed that the matters to be covered by such opinions may be
subject to customary qualifications and exceptions and shall
include, without limitation, as of the date of the opinion and as
of the Effective Time of the Shelf Registration Statement or most
recent post-effective amendment thereto, as the case may be, the
absence from the Shelf Registration Statement and the Prospectus,
including the documents incorporated by reference therein, of an
untrue statement of a material fact or the omission of a material
fact required to be stated therein or necessary to make the
statements therein not misleading);
(iv) in connection with any underwritten offering conducted
pursuant to Section 6 hereof, obtain "cold comfort" letters and
updates thereof from the independent public accountants of the
Company (and, if necessary, from the independent public
accountants of any subsidiary of the Company or of any business
acquired by the Company for which financial statements and
financial data are, or are required to be, included in the Shelf
Registration Statement), addressed to each holder participating
in such underwritten offering (if such holder has provided such
letter, representations or documentation, if any, required for
such cold comfort letter to be so addressed) and the
underwriters, in customary form and covering matters of the type
customarily covered in "cold comfort" letters in connection with
primary underwritten offerings;
(v) in connection with any underwritten offering conducted
pursuant to Section 6 hereof, deliver such documents and
certificates as may be reasonably requested by any holders
participating in such underwritten offering and the Managing
Underwriters, if any, including, without limitation, certificates
to evidence compliance with Section 3(j) hereof and with any
customary conditions contained in the underwriting agreement or
other agreements entered into by the Company.
(q) The Company will use its best efforts to cause the Common
Stock issuable upon conversion, redemption or repurchase of the
Securities to be listed for quotation on the New York Stock Exchange,
Inc. or other stock exchange or trading system on which the Common
Stock primarily trades on or prior to the Effective Time of the Shelf
Registration Statement hereunder.
(r) In the event that any broker-dealer registered under the
Exchange Act shall be an "affiliate" (as defined in Rule 2720(b)(1) of
the NASD Rules (or any successor provision thereto)) of the Company or
has a "conflict of interest" (as defined in Rule 2720(b)(7) of the NASD
Rules (or any successor provision thereto)) and such broker-dealer
shall underwrite, participate as a member of an underwriting syndicate
or selling group or assist in the distribution of any Registrable
Securities covered by the Shelf Registration Statement, whether as a
holder of such Registrable Securities or as an underwriter, a placement
or sales agent or a broker or dealer in respect thereof, or otherwise,
the Company shall assist such broker-dealer in complying with the
requirements of the NASD Rules, including, without limitation, by (A)
if required by the NASD Rules, engaging a "qualified independent
underwriter" (as defined in Rule 2720(b)(15) of the NASD Rules (or any
successor provision thereto)) to participate in the preparation of the
registration statement relating to such Registrable Securities, to
exercise usual standards of due diligence in respect thereto and to
recommend the public offering price of such Registrable Securities, (B)
indemnifying such qualified independent underwriter to the extent of
the indemnification of underwriters provided in Section 5 hereof, and
(C) providing such information to such broker-dealer as may be required
in order for such broker-dealer to comply with the requirements of the
NASD Rules.
(s) The Company shall use its reasonable best efforts to take all
other steps necessary to effect the registration, offering and sale of
the Registrable Securities covered by the Shelf Registration Statement
contemplated hereby.
(t) The Company may require each Electing Holder to furnish to
the Company such information regarding such Electing Holder as the
Company may from time to time reasonably require for inclusion in such
Shelf Registration Statement or any amendment or supplement thereof.
4. Registration Expenses. The Company shall bear all fees and expenses
incurred in connection with the performance of its obligations under Sections 2,
3 and 6 hereof and the fees and expenses of a single counsel to the Purchasers.
In addition, in the event of an underwritten offering of Registrable Securities
conducted pursuant to Section 6 hereof, the Company shall pay the fees and
expenses incurred by it in connection with such offering including those of its
independent counsel and accountants, and will also pay up to a maximum of
$75,000 for the fees and expenses of a single counsel selected by a plurality of
the Electing Holders of not less than 25% of the Registrable Securities to be
included in such underwritten offering to represent them. The Electing Holders
participating in such offering shall be responsible, on a pro rata basis based
on the respective amount of their Registrable Securities included in such
offering, for all fees and expenses of such counsel in excess of $75,000. Except
as provided in this Section 4, each holder of Registrable Securities to be
included in the Shelf Registration Statement will be responsible for all
underwriting discounts and commissions payable in connection with the sale of
such holder's Registrable Securities and any other fees and expenses incurred by
it in connection with the Shelf Registration Statement.
5. Indemnification and Contribution.
(a) Indemnification by the Company and the Designated Subsidiaries.
Upon the registration of the Registrable Securities pursuant to Section 2
hereof, the Company and the Designated Subsidiaries (as defined in the Purchase
Agreement), jointly and severally, shall indemnify and hold harmless each
Electing Holder and each underwriter, selling agent or other securities
professional, if any, which facilitates the disposition of Registrable
Securities, and each of their respective officers and directors and each Person
who controls such Electing Holder, underwriter, selling agent or other
securities professional within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act (each such Person being sometimes referred to
as an "Indemnified Person") against any losses, claims, damages or liabilities,
joint or several, to which such Indemnified Person may become subject under the
Securities 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
Shelf Registration Statement under which such Registrable Securities are to be
registered under the Securities Act, or any Prospectus contained therein or
furnished by the Company to any Indemnified Person, 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 the Company and the
Designated Subsidiaries hereby agree to reimburse such Indemnified Person for
any legal or other expenses reasonably incurred by them 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 to any such Indemnified Person 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 such Shelf Registration Statement or Prospectus, or amendment
or supplement, in reliance upon and in conformity with written information
furnished to the Company by such Indemnified Person expressly for use therein.
(b) Indemnification by the Holders and any Agents and Underwriters.
Each Electing Holder agrees, as a consequence of the inclusion of any of such
holder's Registrable Securities in such Shelf Registration Statement, and each
underwriter, selling agent or other securities professional, if any, which
facilitates the disposition of Registrable Securities shall agree, as a
consequence of facilitating such disposition of Registrable Securities,
severally and not jointly, to (i) indemnify and hold harmless the Company and
the Designated Subsidiaries (and, in the case of an Electing Holder, each other
Electing Holder who participates in such offering), their respective directors,
officers who sign any Shelf Registration Statement and each Person, if any, who
controls the Company (or, in the case of an Electing Holder, any such other
Electing Holder) within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act, against any losses, claims, damages or
liabilities to which the Company, the Designated Subsidiaries (or, in the case
of an Electing Holder, any such other Electing Holder) or such other Persons may
become subject, under the Securities 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 such Shelf Registration Statement or Prospectus, or any
amendment or supplement, 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 reliance upon and in
conformity with written information furnished to the Company by such holder,
underwriter, selling agent or other securities professional expressly for use
therein, and (ii) reimburse the Company and the Designated Subsidiaries (and, in
the case of an Electing Holder, each other Electing Holder who participates in
such offering) for any legal or other expenses reasonably incurred by the
Company and the Designated Subsidiaries (or, in the case of an Electing Holder,
any such other Electing Holder) in connection with investigating or defending
any such action or claim as such expenses are incurred.
(c) Notices of Claims, Etc. 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 an indemnifying party under this Section 5, notify such
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 this Section 5. In
case any such action shall be brought against any indemnified party and it shall
notify an indemnifying party of the commencement thereof, such 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, such indemnifying party shall not be liable to
such indemnified party under this Section 5 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. The
indemnifying party shall not be required to indemnify any indemnified party for
any amount paid or payable by such indemnified party in the settlement of any
action, proceeding or investigation without the written consent of the
indemnifying party, which consent shall not be unreasonable withheld.
(d) Contribution. If the indemnification provided for in this Section 5
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 fault of the indemnifying party and the indemnified party 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 fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 5(d) were determined by
pro rata allocation (even if the Electing Holders or any underwriters, selling
agents or other securities professionals or all of them 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 in this Section 5(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
shall be deemed to include any legal or other fees or expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. The obligations of the Electing Holders and any underwriters,
selling agents or other securities professionals in this Section 5(d) to
contribute shall be several in proportion to the percentage of principal amount
at maturity of Registrable Securities registered or underwritten, as the case
may be, by them and not joint.
(e) Notwithstanding any other provision of this Section 5, in no event
will (i) any Electing Holder be required to undertake liability to any Person
under this Section 5 for any amounts in excess of the dollar amount of the
proceeds to be received by such holder from the sale of such holder's
Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) pursuant to any Shelf Registration Statement under which
such Registrable Securities are to be registered under the Securities Act and
(ii) any underwriter, selling agent or other securities professional be required
to undertake liability to any Person hereunder for any amounts in excess of the
discount, commission or other compensation payable to such underwriter, selling
agent or other securities professional with respect to the Registrable
Securities underwritten by it and distributed to the public.
(f) The obligations of the Company and the Designated Subsidiaries,
under this Section 5 shall be in addition to any liability which the Company and
the Designated Subsidiaries may otherwise have to any Indemnified Person; and
the obligations of any Indemnified Person under this Section 5 shall be in
addition to any liability which such Indemnified Person may otherwise have to
the Company and the Designated Subsidiaries and shall extend, upon the same
terms and conditions, to each officer and director of the Company and the
Designated Subsidiaries and each Person who controls the Company and the
Designated Subsidiaries within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act. The remedies provided in this Section 5 are
not exclusive and shall not limit any rights or remedies which may otherwise be
available to an indemnified party at law or in equity.
6. Underwritten Offering. Any holder of Registrable Securities who
desires to do so may sell Registrable Securities (in whole or in part) in an
underwritten offering; provided that (i) the Electing Holders of at least 33_%
in aggregate principal amount at maturity of the Registrable Securities then
covered by the Shelf Registration Statement shall request such an offering and
(ii) at least such aggregate principal amount at maturity of such Registrable
Securities shall be included in such offering; and provided further that the
Company shall not be obligated to cooperate with more than one underwritten
offering during the Effectiveness Period. Upon receipt of such a request, the
Company shall provide all holders of Registrable Securities written notice of
the request, which notice shall inform such holders that they have the
opportunity to participate in the offering. In any such underwritten offering,
the investment banker or bankers and manager or managers that will administer
the offering will be selected by, and the underwriting arrangements with respect
thereto (including the size of the offering) will be selected by the Company. No
holder may participate in any underwritten offering contemplated hereby unless
(a) such holder agrees to sell such holder's Registrable Securities to be
included in the underwritten offering in accordance with any approved
underwriting arrangements, (b) such holder completes and executes all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents required under the terms of such approved
underwriting arrangements, and (c) if such holder is not then an Electing
Holder, such holder returns a completed and signed Notice and Questionnaire to
the Company in accordance with Section 3(a)(2) hereof within a reasonable amount
of time before such underwritten offering. The holders participating in any
underwritten offering shall be responsible for any underwriting discounts and
commissions and fees and, subject to Section 4 hereof, expenses of their own
counsel. The Company shall pay all expenses customarily borne by issuers,
including but not limited to filing fees, the fees and disbursements of its
counsel and independent public accountants and any printing expenses incurred in
connection with such underwritten offering. Notwithstanding the foregoing or the
provisions of Section 3(n) hereof, upon receipt of a request from the Managing
Underwriter or a representative of holders of a majority of the Registrable
Securities to be included in an underwritten offering to prepare and file an
amendment or supplement to the Shelf Registration Statement and Prospectus in
connection with an underwritten offering, the Company may delay the filing of
any such amendment or supplement for up to 90 days if the Board of Directors of
the Company shall have determined in good faith that the Company has a bona fide
business reason for such delay.
7. Miscellaneous.
(a) Other Registration Rights. The Company may grant registration
rights that would permit any Person that is a third party the right to
piggy-back on any Shelf Registration Statement, provided that if the Managing
Underwriter of any underwritten offering conducted pursuant to Section 6 hereof
notifies the Company and the Electing Holders that the total amount of
securities which the Electing Holders and the holders of such piggy-back rights
intend to include in any Shelf Registration Statement is so large as to
materially threaten the success of such offering (including the price at which
such securities can be sold), then the amount, number or kind of securities to
be offered for the account of holders of such piggy-back rights granted after
the date hereof will be reduced to the extent necessary to reduce the total
amount of securities to be included in such offering to the amount, number and
kind recommended by the Managing Underwriter prior to any reduction in the
amount of Registrable Securities to be included in such Shelf Registration
Statement.
(b) Amendments and Waivers. This Agreement, including this Section
7(b), may be amended, and waivers or consents to departures from the provisions
hereof may be given, only by a written instrument duly executed by the Company
and the holders of a majority in aggregate principal amount at maturity of
Registrable Securities then outstanding. Each holder of Registrable Securities
outstanding at the time of any such amendment, waiver or consent or thereafter
shall be bound by any amendment, waiver or consent effected pursuant to this
Section 7(b), whether or not any notice, writing or marking indicating such
amendment, waiver or consent appears on the Registrable Securities or is
delivered to such holder.
(c) Notices. All notices and other communications provided for or
permitted hereunder shall be given as provided in the Indenture; provided, that
any notice pursuant to Section 3(d)(1) hereof with respect to the filing and
effectiveness of the Shelf Registration Statement shall be given by release made
to Reuters Economic Services and Bloomberg Business News.
(d) Parties in Interest. The parties to this Agreement intend that all
holders of Registrable Securities shall be entitled to receive the benefits of
this Agreement and that any Electing Holder shall be bound by the terms and
provisions of this Agreement by reason of such election with respect to the
Registrable Securities which are included in a Shelf Registration Statement. All
the terms and provisions of this Agreement shall be binding upon, shall inure to
the benefit of and shall be enforceable by the respective successors and assigns
of the parties hereto and any holder from time to time of the Registrable
Securities to the aforesaid extent. In the event that any transferee of any
holder of Registrable Securities shall acquire Registrable Securities, in any
manner, whether by gift, bequest, purchase, operation of law or otherwise, such
transferee shall, without any further writing or action of any kind, be entitled
to receive the benefits of and, if an Electing Holder, be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement to the aforesaid extent.
(e) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(f) Headings. The headings in this agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(g) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to any
provisions relating to conflicts of laws.
(h) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.
(i) Survival. The respective indemnities, agreements, representations,
warranties and other provisions set forth in this Agreement or made pursuant
hereto 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
Electing Holder, any director, officer or partner of such holder, any agent or
underwriter, any director, officer or partner of such agent or underwriter, or
any controlling Person of any of the foregoing, and shall survive the transfer
and registration of the Registrable Securities of such holder.
Please confirm that the foregoing correctly sets forth the agreement
between the Company and you.
Very truly yours,
AMF Bowling, Inc.
AMF Group Holdings Inc.
AMF Bowling Worldwide, Inc.
AMF BCO-China, Inc.
AMF BCO-France One, Inc.
AMF BCO-France Two, Inc.
AMF BCO-UK One, Inc.
AMF BCO-UK Two, Inc.
AMF Beverage Company of Oregon, Inc.
AMF Beverage Company of W. Va., Inc.
AMF Bowling Centers, Inc.
AMF Bowling Centers China, Inc.
AMF Bowling Centers International Inc.
AMF Bowling Centers (Aust) International Inc.
AMF Bowling Centers (Canada) International Inc.
AMF Bowling Centers (Hong Kong) International, Inc.
AMF Bowling Centers Holdings Inc.
AMF Bowling Centers Spain Inc.
AMF Bowling Centers Switzerland Inc.
AMF Bowling Products, Inc.
AMF Bowling Holdings Inc.
AMF Bowling Mexico Holding, Inc.
AMF Worldwide Bowling Centers Holdings Inc.
Boliches AMF, Inc.
Bush River Corporation
King Louie Lenaxa, Inc.
American Recreation Centers Inc.
Burleigh Recreation, Inc.
300, Inc.
Lake Grove Centers, Inc.
Michael Jordan Golf Company, Inc.
Michael Jordan Golf-Water Tower, Inc.
MJG-O'Hare, Inc.
By:________________________
Name: Stephen E. Hare
Title: Executive Vice President
The foregoing Registration Rights Agreement is hereby confirmed and accepted as
of the date first above written.
Goldman, Sachs & Co.
Cowen & Company
Morgan Stanley & Co. Incorporated
Schroder & Co. Inc.
By: ____________________________
(Goldman, Sachs & Co.)
On behalf of each of the Purchasers
Exhibit A
AMF Bowling, Inc.
INSTRUCTION TO DTC PARTICIPANTS
([Mailing Date], 1998)
URGENT - IMMEDIATE ATTENTION REQUESTED
DEADLINE FOR RESPONSE: [DATE]
The Depository Trust Company ("DTC") has identified you as a
DTC Participant through which beneficial interests in the AMF Bowling, Inc. (the
"Company") Zero Coupon Convertible Debentures due 2018 (the "Securities") are
held.
The Company is in the process of registering the Securities
under the Securities Act of 1933 for resale by the beneficial owners thereof. In
order to have their Securities included in the registration statement,
beneficial owners must complete and return the enclosed Notice of Registration
Statement and Selling Securityholder Questionnaire.
It is important that beneficial owners of the Securities
receive a copy of the enclosed materials as soon as possible as their rights to
have the Securities included in the registration statement depend upon their
returning the Notice and Questionnaire by [DEADLINE FOR RESPONSE]. Please
forward a copy of the enclosed documents to each beneficial owner that holds
interests in the Securities through you. If you require more copies of the
enclosed materials or have any questions pertaining to this matter, please
contact Daniel M. McCormack, Esq., 8100 AMF Drive, Richmond, Virginia 23111
(804) 730-4471.
AMF Bowling, Inc.
Notice of Registration Statement
and
Selling Securityholder Questionnaire
(Date)
AMF Bowling, Inc. (the "Company") has filed or intends shortly to file
with the Securities and Exchange Commission (the "Commission") a preliminary
registration statement (the "Shelf Registration Statement") for the registration
and resale under the Securities Act of 1933, as amended (the "Securities Act"),
of the Company's Zero Coupon Convertible Debentures due 2018 (CUSIP No.
03113VAA7) (the "Debentures"), and common stock, par value $0.01 per share, of
the Company (the "Common Stock") issuable upon conversion, redemption or
repurchase thereof, in accordance with the terms of the Registration Rights
Agreement, dated as of May 12, 1998 (the "Registration Rights Agreement"),
between the Company and the purchasers named therein (the "Initial Purchasers").
A copy of the Registration Rights Agreement is attached hereto. All capitalized
terms not otherwise defined herein shall have the meanings ascribed thereto in
the Registration Rights Agreement.
In order to have Registrable Securities included in the Shelf
Registration Statement (or a supplement or amendment thereto), this Notice of
Registration Statement and Selling Securityholder Questionnaire ("Notice and
Questionnaire") must be completed, executed and delivered to the Company at the
address set forth herein for receipt ON OR BEFORE [insert date that is 30 days
from the Notice date] (the "Questionnaire Deadline"). Unless the Company
otherwise consents, beneficial owners of the Registrable Securities who do not
complete, execute and return this Notice and Questionnaire by such date (i) will
not be named as selling securityholders in the Shelf Registration Statement (or
a supplement or amendment thereto) and related Prospectus and (ii) may not sell
their Registrable Securities pursuant thereto. Beneficial owners of Registrable
Securities who have not returned a Notice and Questionnaire by the Questionnaire
Deadline may, however, receive another Notice and Questionnaire from the Company
upon request. Following its receipt of a completed and signed Notice and
Questionnaire in return, the Company will reasonably promptly include the
Registrable Securities covered thereby in the Shelf Registration Statement.
Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and related Prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Shelf Registration
Statement and related Prospectus.
The term "Registrable Securities" is defined in the Registration Rights
Agreement to mean all or any portion of the Debentures issued under the
Indenture and the Common Stock issuable upon conversion, redemption or
repurchase of such Debentures, provided, however, that a security ceases to be a
Registrable Security when it is no longer a Restricted Security.
The term "Restricted Security" is defined in the Registration Rights
Agreement to mean any Debenture or shares of Common Stock issuable upon
conversion, redemption or repurchase thereof except any such Debenture or Common
Stock which (i) has been registered pursuant to an effective registration
statement under the Securities Act and sold in a manner contemplated by the
Shelf Registration Statement, (ii) has been transferred in compliance with Rule
144 under the Securities Act (or any successor provision thereto) or is
transferable pursuant to paragraph (k) of such Rule 144 (or any successor
provision thereto) or (iii) has otherwise been transferred and a new Debenture
or share of Common Stock not subject to transfer restrictions under the
Securities Act has been delivered by or on behalf of the Company in accordance
with the Indenture.
ELECTION
The undersigned holder (the "Selling Securityholder") of Registrable
Securities hereby elects to include in the Shelf Registration Statement the
Registrable Securities beneficially owned by it and listed below in item (3)
(unless otherwise specified therein). The undersigned, by signing and returning
this Notice and Questionnaire, agrees to be bound with respect to such
Registrable Securities by the terms and conditions of this Notice and
Questionnaire and the Registration Rights Agreement, including, without
limitation, Section 5 of the Registration Rights Agreement, as if the
undersigned Selling Securityholder were an original party thereto.
Upon any sale of Registrable Securities pursuant to the Shelf
Registration Statement, the undersigned Selling Securityholder will be required
to deliver to the Company and the Trustee the Notice of Transfer (completed and
signed) set forth in Exhibit 1 attached to this Notice and Questionnaire and
hereby undertakes to do so.
The undersigned Selling Securityholder hereby provides the following
information to the Company and represents and warrants that such information is
accurate and complete:
QUESTIONNAIRE
(1) (a) Full Legal Name of Selling Securityholder:
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(b) Full Legal Name of Registered Holder (if not the same as in (a) above)
of Registrable Securities Listed in (3) below:
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(c) Full Legal Name of DTC Participant (if applicable and if not the same
as (b) above) Through Which Registrable Securities Listed in (3) below
are Held:
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(2) Address for Notices to Selling Securityholder:
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Telephone: _________________________
Fax:_______________________________
Contact:____________________________
(3) Beneficial Ownership of Registrable Securities (as defined in the
Registration Rights Agreement):
Except as set forth below in this Item (3), the undersigned Selling
Securityholder does not beneficially own any Debentures or Common Stock
previously issued upon conversion, redemption or repurchase of any
Debenture.
(a) Principal amount of Debentures beneficially owned:____________________
Number of shares of Common Stock beneficially owned and issued to date
upon conversion, redemption or repurchase of Debentures (if
any):_______________________________________
CUSIP No(s). of Registrable Securities:_______________________________
(b) Principal amount at maturity of Debentures which the undersigned wishes
to be included in the Shelf Registration
Statement:____________________________________________________________
Number of shares of Common Stock (if any) issued upon conversion,
redemption or repurchase of Registrable Securities which are to be
included in the Shelf Registration Statement:
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CUSIP No(s). of Registrable Securities to be included in the Shelf
Registration Statement:_______________________________________________
(4) Beneficial Ownership of Other Securities of the Company:
Except as set forth below in this Item (4), and under Item (3) above,
the undersigned Selling Securityholder is not the beneficial or
registered owner of any Debentures, shares of Common Stock or any other
securities of the Company.
State any exceptions here:
(5) Relationships with the Company:
Except as set forth below, neither the undersigned Selling
Securityholder nor any of its affiliates, officers, directors or
principal equity holders (5% or more) has held any position or office
or has had any other material relationship with the Company (or its
predecessors or affiliates) during the past three years.
State any exceptions here:
(6) Plan of Distribution:
Except as set forth below, the undersigned Selling Securityholder
intends to distribute the Registrable Securities listed above in Item
(3) only as follows (if at all): Such Registrable Securities may be
sold from time to time directly by the undersigned Selling
Securityholder or, alternatively, through underwriters, broker-dealers
or agents. Such Registrable Securities may be sold in one or more
transactions at fixed prices, at prevailing market prices at the time
of sale, at varying prices determined at the time of sale, or at
negotiated prices. Such sales may be effected in transactions (which
may involve crosses or block transactions) (i) on any national
securities exchanges or U.S. inter-dealer quotation system of a
registered national securities association on which the Registrable
Securities may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such
exchanges or services or in the over-the-counter market, or (iv)
through the writing of options. In connection with sales of the
Registrable Securities or otherwise, the undersigned Selling
Securityholder may enter into hedging transactions with broker-dealers,
which may in turn engage in short sales of the Registrable Securities
in the course of hedging the positions they assume. The undersigned
Selling Securityholder may also sell Registrable Securities short and
deliver Registrable Securities to close out such short positions, or
loan or pledge Registrable Securities to broker-dealers that in turn
may sell such securities.
State any exceptions here:
Note: In no event may such method(s) of distribution take the form
of an underwritten offering of the Registrable Securities without the prior
agreement of the Company.
By signing below, the undersigned Selling Securityholder acknowledges
that it understands its obligation to comply, and agrees that it will comply,
with the prospectus delivery and other provisions of the Securities Act and
Exchange Act and the respective rules and regulations thereunder, particularly
Regulation M.
In the event that the undersigned Selling Securityholder transfers all
or any portion of the Registrable Securities listed in Item (3) above after the
date on which such information is provided to the Company, the undersigned
Selling Securityholder agrees to notify the transferee(s) at the time of the
transfer of its rights and obligations under this Notice and Questionnaire and
the Registration Rights Agreement.
By signing below, the undersigned Selling Securityholder consents to
the disclosure of the information contained herein in its answers to Items (1)
through (6) above and the inclusion of such information in the Shelf
Registration Statement and related Prospectus. The undersigned Selling
Securityholder understands that such information will be relied upon by the
Company in connection with the preparation of the Shelf Registration Statement
and related Prospectus.
In accordance with the undersigned Selling Securityholder's obligation
under the Registration Rights Agreement to provide such information as may be
required by law for inclusion in the Shelf Registration Statement, the
undersigned Selling Securityholder agrees to promptly notify the Company of any
inaccuracies or changes in the information provided herein which may occur
subsequent to the date hereof at any time while the Shelf Registration Statement
remains in effect. All notices hereunder and pursuant to the Registration Rights
Agreement shall be made in writing by hand delivery, first-class mail, or air
courier guaranteeing overnight delivery as follows:
To the Company:
AMF Bowling, Inc.
8100 AMF Drive
Richmond, VA 23111
Attention: Secretary
Once this Notice and Questionnaire is executed by the undersigned
Selling Securityholder and received by the Company, the terms of this Notice and
Questionnaire, and the representations and warranties contained herein, shall be
binding on, shall inure to the benefit of and shall be enforceable by the
respective successors, heirs, personal representatives, and assigns of the
Company and the undersigned Selling Securityholder with respect to the
Registrable Securities beneficially owned by such undersigned Selling
Securityholder and listed in Item (3) above. This Agreement shall be governed in
all respects by the laws of the State of New York.
IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.
Dated: _________________________________
---------------------------------
Selling Securityholder
(Print/type full legal name of beneficial
owner of Registrable Securities)
By:______________________________
Name:
Title:
PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [30 DAYS FROM NOTICE DATE] TO THE COMPANY AT:
AMF Bowling, Inc.
8100 AMF Drive
Richmond, VA 23111
Attention: Secretary
EXHIBIT 1
NOTICE TO TRANSFER PURSUANT TO REGISTRATION STATEMENT
AMF Bowling, Inc.
8100 AMF Drive
Richmond, VA 23111
Attention: Secretary
Re: AMF Bowling, Inc. (the "Company")
Zero Coupon Convertible Debentures due 2018 (the "Debentures")
Ladies and Gentlemen:
Please be advised that ________________ has transferred $_______
aggregate principal amount of the above-referenced Debentures or ______ shares
of the Company's Common Stock, issued on conversion, redemption or repurchase of
Debentures, pursuant to the Registration Statement (File No. 333-_____) filed by
the Company.
We hereby certify that the prospectus delivery requirements, if any, of
the Securities Act of 1933, as amended, have been satisfied with respect to the
transfer described above and that the above-named beneficial owner of the
Debentures or Common Stock is named as a selling securityholder in the
Prospectus dated __________ or in amendments or supplements thereto, and that
the aggregate principal amount of the Debentures or number of shares of Common
Stock transferred are the Debentures or Common Stock listed in such Prospectus,
as amended or supplemented, opposite such owner's name.
Dated:__________________
Very truly yours,
-----------------------------
(Name)
By:__________________________
(Authorized Signature)