Exhibit 4.1
[______________]
CUSIP NUMBER
[______________]
RIGHTS CERTIFICATE NUMBER
[______________]
NUMBER OF RIGHTS REPRESENTED
SUBSCRIPTION PRICE: $___ PER SHARE
[Name of Rights holder]
[Address Line 1]
[Address Line 2]
[Address Line 3]
AMF BOWLING, INC.
RIGHTS CERTIFICATE TO SUBSCRIBE FOR SHARES OF COMMON STOCK
FOR HOLDERS OF RECORD ON ________________, 1999
---------------------------------------
EXERCISABLE ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON _______________,
1999, UNLESS EXTENDED BY THE COMPANY.
AMF Bowling, Inc., a Delaware corporation (the "Company"), is conducting a
rights offering (the "Rights Offering") which entitles the holders of the
Company's common stock, $0.01 par value per share (the "Common Stock"), as of
the close of business on _____, 1999 (the "Record Date") to receive _________
transferable rights (each, a "Right") for each share of Common Stock held of
record on the Record Date. Each Right entitles the holder thereof to subscribe
for and purchase one share of Common Stock (the "Basic Subscription
Privilege") at a subscription price of $ __ per share (the "Subscription
Price"). If any shares of Common Stock are not purchased by the Rights holders
pursuant to such Rights holders' Basic Subscription Privileges (the "Excess
Shares"), any Rights holder fully exercising such Rights holder's Basic
Subscription Privilege may purchase an additional number of the Excess Shares,
if so specified by such Rights holder on Form 1 or on separate instructions
accompanying this Rights Certificate delivered to the Subscription Agent
pursuant to the terms and conditions of the Rights Offering (or if the aggregate
subscription price delivered or transmitted by such Rights holder exceeds the
aggregate subscription price for all shares for which such Rights holder would
be entitled to subscribe pursuant to such Rights Holder's Basic Subscription
Privilege), subject to proration (the "Over-Subscription Privilege") as
described in the prospectus (the "Prospectus") dated _______________, 1999. No
fractional Rights or cash in lieu thereof will be issued or paid. Set forth
above is the number of Rights evidenced by this Rights Certificate that the
Rights holder is entitled to exercise pursuant to such Rights holder's Basic
Subscription Privilege. The completion of the Rights Offering is conditioned
upon (i) at least 90% of the Rights being exercised and (ii) consummation of
the tender offer by the Company for its Zero Coupon Convertible Debentures. The
Rights are governed by the substantive law of the State of Delaware.
AMF BOWLING, INC.
By:
-----------------------------
President
-------------------------------------
Secretary
Countersigned:
[Name of Subscription Agent]
By:
----------------------------------
Authorized Signature
FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THE RIGHTS
OFFERING, PLEASE REFER TO THE PROSPECTUS, WHICH IS INCORPORATED HEREIN BY
REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE
INFORMATION AGENT, [NAME OF INFORMATION AGENT], AT (800) __________.
CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE RESPECTIVE MEANINGS
ASCRIBED TO SUCH TERMS IN THE PROSPECTUS.
THIS RIGHTS CERTIFICATE MUST BE RECEIVED BY THE SUBSCRIPTION AGENT, [NAME OF
SUBSCRIPTION AGENT], OR GUARANTEED DELIVERY REQUIREMENTS MUST BE COMPLIED WITH,
WITH PAYMENT IN FULL BY 5:00 P.M., NEW YORK CITY TIME, ON ________, 1999 (UNLESS
EXTENDED IN THE SOLE DISCRETION OF THE COMPANY) (AS IT MAY BE EXTENDED, THE
"EXPIRATION DATE"). ANY RIGHTS NOT EXERCISED PRIOR TO THE EXPIRATION DATE WILL
BE NULL AND VOID. ANY SUBSCRIPTION FOR SHARES OF COMMON STOCK IN THE RIGHTS
OFFERING MADE HEREBY IS IRREVOCABLE, EXCEPT AS DESCRIBED IN THE PROSPECTUS.
THE SUBSCRIPTION AGENT WILL ISSUE CERTIFICATES REPRESENTING SHARES OF
COMMON STOCK PURCHASED PURSUANT TO THE RIGHTS OFFERING AS SOON AS PRACTICABLE
FOLLOWING THE EXPIRATION DATE.
Some or all of the Rights represented by this Rights Certificate may be
exercised by duly completing Form 1; and may be transferred to a designated
transferee or assigned to a bank or broker to sell for you by duly completing
Form 2; and may be transferred to the Subscription Agent to sell for you by duly
completing Form 3. Rights holders are advised to review the Prospectus and
instructions, copies of which are available from the Information Agent, before
exercising, assigning, transferring or selling their Rights.
The registered owner whose name is inscribed hereon or its assigns, is
entitled to subscribe for shares of Common Stock upon the terms and subject to
the conditions set forth in the Prospectus and instructions relating to the use
hereof.
THE RIGHTS CERTIFICATE IS TRANSFERABLE, AND MAY BE COMBINED OR DIVIDED (BUT ONLY
INTO RIGHTS CERTIFICATES EVIDENCING FULL RIGHTS) AT THE OFFICE OF THE
SUBSCRIPTION AGENT.
RIGHTS HOLDERS SHOULD BE AWARE THAT IF THEY CHOOSE TO EXERCISE, ASSIGN, TRANSFER
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OR SELL ONLY PART OF THEIR RIGHTS, THEY MAY NOT RECEIVE A NEW RIGHTS CERTIFICATE
IN SUFFICIENT TIME TO EXERCISE THE REMAINING RIGHTS EVIDENCED THEREBY.
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FORM 1
EXERCISE AND SUBSCRIPTION: The undersigned hereby irrevocably exercises one or
more Rights to subscribe for shares of Common Stock as indicated below, on the
terms and subject to the conditions specified in the Prospectus, receipt of
which is hereby acknowledged.*
(a) Number of shares subscribed for pursuant to the Basic Subscription
Privilege
_______ X $___.__ = $________ payment. (One Right needed to subscribe
for one share.)
(b) Number of shares subscribed for pursuant to the Over-Subscription
Privilege
_______ X $___.__ = $________ payment.
By exercising this Over-Subscription Privilege, the undersigned Rights
holder hereby represents and certifies that the undersigned has fully exercised
its Basic Subscription Privilege received in respect of shares of Common Stock
held in the capacity described on the face of the Rights Certificate.
(c) Total Subscription (total number of shares on lines (a) and (b)
multiplied by the Subscription Price) = $__________ payment.
METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOX(ES)):
[ ] Check, bank draft, or money order payable to "[Name of
Subscription Agent], as Subscription Agent": or
[ ] Wire transfer of immediately available funds directed to ________
___________________________
ABA No.: ____________________
Account: _____________________
(marked: AMF Bowling, Inc. Subscription).
(d) If the Rights being exercised pursuant to the Basic Subscription
Privilege do not account for all of the Rights represented by the
Rights Certificate (check only one):
[ ] Deliver to the undersigned a new Rights Certificate evidencing
the remaining unexercised Rights to which the undersigned is
entitled.
[ ] Deliver one or more Rights Certificates in accordance with the
undersigned's Form 2 instructions (which include any required
signature guarantees).
[ ] Sell the remaining unexercised Rights in accordance with the
undersigned's Form 3 instructions (which include any required
signature guarantees).
[ ] Do not deliver any new Rights Certificates to me; instead,
deliver such Rights Certificates in accordance with the
undersigned's Form 4 instructions (which include any required
signature guarantees).
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(e) If Notice of Guaranteed Delivery procedures are being utilized:
[ ] Check here if Rights are being exercised pursuant to the Notice
of Guaranteed Delivery delivered to the Subscription Agent prior
to the date hereof and complete the following:
Name(s) of Registered Holder(s)
-----------------------------------------------------
Window Ticket Number (if any)
-----------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
-----------------------------------------------------
Name of Institution Which Guaranteed Delivery
-----------------------------------------------------
* If the aggregate Subscription Price enclosed or transmitted is insufficient to
purchase the total number of shares of Common Stock included in lines (a) and
(b), or if the number of shares being subscribed for is not specified, the
Rights holder exercising this Right Certificate shall be deemed to have
subscribed for the maximum amount of shares of Common Stock that could be
subscribed for with the aggregate Subscription Price received. If the number of
shares of Common Stock to be subscribed for pursuant to the Over-Subscription
Privilege is not specified and the amount enclosed or transmitted exceeds the
aggregate Subscription Price for all shares which may be purchased pursuant to
the Basic Subscription Privilege represented by this Rights Certificate (the
"Subscription Excess"), the Rights holder exercising this Rights Certificate
shall be deemed to have exercised the Over-Subscription Privilege to purchase,
to the extent available, that number of whole shares of Common Stock equal to
the quotient obtained by dividing the Subscription Excess by the Subscription
Price, subject to the limit on the number of shares a Rights holder may purchase
pursuant to the Over-Subscription Privilege. To the extent any portion of the
aggregate Subscription Price enclosed or transmitted remains after the foregoing
procedures, such funds shall be mailed to the Rights holder without interest or
deduction as soon thereafter as practicable.
Rights holder's Signature(s) ____________________________________
Rights holder's Signature(s) ____________________________________
(If held jointly)
Telephone No. (___)___________
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FORM 2
TO TRANSFER SOME OR ALL OF YOUR UNEXERCISED RIGHTS TO A DESIGNATED TRANSFEREE,
OR TO ASSIGN SOME OR ALL OF YOUR UNEXERCISED RIGHTS (BUT NO FRACTIONAL RIGHTS)
TO A BANK OR BROKER TO SELL FOR YOU:
For value received, ______ Rights represented by this Rights Certificate are
hereby assigned to (please print name and address and Taxpayer Identification
Number (see "Instructions For Use of AMF Bowling, Inc. Rights Certificates"
accompanying this Rights Certificate) of transferee in full (see instructions
below regarding the transfer of all or a portion of your unexercised Rights (but
no fractional Rights) to more than one person):
Name: ______________________________________________________________________
Address: ______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
Taxpayer Identification Number: ________________________________________
Signatures of Transferor(s): __________________________________________________
Signature(s) of Transferor(s): ________________________________________________
(If held jointly)
Signatures Guaranteed By:______________________________________________________
Eligible Institution
Proceeds from the sale of Rights may be subject to withholding of U.S. taxes
unless the seller's certified U.S. taxpayer identification number (or
certificate regarding foreign status) is on file with the Subscription Agent and
the seller is not otherwise subject to U.S. backup withholding.
If you desire to transfer or assign all or a portion of the unexercised Rights
(but no fractional Rights) represented by this Rights Certificate to more than
one person, attach separate instructions for the Subscription Agent regarding
such transfer(s) in accordance with Paragraph 4(d) of the "Instructions For Use
of AMF Bowling, Inc. Rights Certificates." Note that any such request will
require a signature guarantee from an Eligible Institution (as defined in the
"Instructions For Use of AMF Bowling, Inc. Rights Certificates"), unless such
requirement is waived by the Subscription Agent in its sole and absolute
discretion.
If not all of the Rights represented by this Rights Certificate are exercised
pursuant to Form 1, transferred to a designated transferee or assigned to a bank
or broker to sell for you pursuant to Form 2 or transferred to the Subscription
Agent to sell for you pursuant to Form 3, and there is sufficient time before
the expiration of the Rights Offering, the Subscription Agent will issue a new
Rights Certificate to the transferor for the remaining Rights not so exercised,
transferred, assigned or sold unless otherwise separately instructed, subject to
the terms of the Rights Offering, as described in the Prospectus.
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FORM 3
TO SELL SOME OR ALL OF YOUR UNEXERCISED RIGHTS THROUGH THE SUBSCRIPTION AGENT:
The undersigned hereby authorizes the Subscription Agent to sell _______ Rights
represented by the Rights Certificate but not exercised on Form 1, upon the
terms and conditions described in the Prospectus, and to deliver to the
undersigned a check for the proceeds, if any, from the sale thereof, less any
applicable brokerage commissions, taxes or other direct expenses of sale (see
instructions below regarding the sale of only a portion of your unexercised
Rights). The Subscription Agent's obligation to execute orders is subject to its
ability to find buyers for the Rights.
Proceeds from the sale of Rights may be subject to withholding of U.S. taxes
unless the seller's certified U.S. taxpayer identification number (or
certificate regarding foreign status) is on file with the Subscription Agent and
the seller is not otherwise subject to U.S. backup withholding.
In order to sell Rights through the Subscription Agent, you must complete and
sign the substitute Form W-9, as provided in Section 9 of the "Instructions For
Use of AMF Bowling, Inc. Rights Certificates."
Rights holder's Signature(s): ________________________________________
Rights holder's Signature(s): ________________________________________
(If held jointly)
Signatures Guaranteed by: ________________________________________
Eligible Institution
If you desire to sell only a portion of the unexercised Rights (but no
fractional Rights) represented by this Rights Certificate, attach separate
instructions to the Subscription Agent regarding such sale(s) in accordance with
Paragraph 4(f) of the "Instructions For Use of AMF Bowling, Inc. Rights
Certificate." Note that any such request will require a signature guarantee from
an Eligible Institution (as defined in the "Instructions For Use of AMF Bowling,
Inc. Rights Certificate"), unless such requirement is waived by the Subscription
Agent in its sole and absolute discretion.
If not all of the Rights represented by this Rights Certificate are exercised
pursuant to Form 1, transferred to a designated transferee or assigned to a bank
or broker to sell for you pursuant to Form 2 or sold by the Subscription Agent
pursuant to Form 3, and there is sufficient time before the expiration of the
Rights Offering, the Subscription Agent will issue a new Rights Certificate to
the transferor for the remaining Rights not so exercised, transferred, assigned
or sold unless otherwise instructed, subject to the terms of the Rights
Offering, as described in the Prospectus.
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FORM 4
DELIVERY INSTRUCTIONS: Address for mailing of Common Stock or new Rights
Certificate or any cash payment in accordance with the Prospectus if other than
shown on this reverse hereof:
Name: _______________________________________________________
Address: _____________________________________________________
_____________________________________________________
_____________________________________________________
Rights holder's Signature(s): _________________________________________________
Rights holder's Signature(s): _________________________________________________
(If held jointly)
Signatures Guaranteed by: _____________________________________________________
Eligible Institution
If the addressee above is not an Eligible Institution (as defined in the
"Instructions For Use of AMF Bowling, Inc. Rights Certificates") or the Rights
holder named on this Rights Certificate, then the Rights holder completing this
Form 4 must have an Eligible Institution guarantee such Rights holder's
signature.
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