Exhibit 4.1
-------------------------------- 03113 V 11 7
RIGHTS CERTIFICATE NUMBER --------------------------------
CUSIP NUMBER
SUBSCRIPTION PRICE: $5.00 PER
SHARE
--------------------------------
NUMBER OF RIGHTS REPRESENTED
AMF BOWLING, INC.
RIGHTS CERTIFICATE TO SUBSCRIBE FOR SHARES OF COMMON STOCK
FOR HOLDERS OF RECORD ON JULY 7 , 1999
EXERCISABLE ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON JULY 28, 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 July 7, 1999 (the "Record Date"), to receive .4698
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 $5.00 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 June 28, 1999. In
addition, if any shares of Common Stock are not purchased by Rights holders
pursuant to the Basic Subscription Privilege and the Over-Subscription
Privilege (the "Second Excess Shares") and the total subscription prices for
Rights exercised pursuant to the Basic Subscription Privilege and the Over-
Subscription Privilege does not equal or exceed $120 million, any Rights holder
fully exercising his Basic Subscription Privilege may purchase up to a number
of Second Excess Shares the total subscription price for which, when added to
the subscription prices paid by all Rights holders exercising their Basic
Subscription Privileges and Over-Subscription Privileges, equals $120 million,
subject to the specified maximum amount of Second Excess Shares which the
Rights holder indicates it will purchase under the Conditional Over-
Subscription Privilege and subject to proration (the "Conditional Over-
Subscription Privilege") as described in the Prospectus. 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.
AMF BOWLING, INC.
________________________________ By: ________________________________________
Secretary President
Countersigned:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
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, X. X. XXXX & CO., INC., AT (000) 000-0000. 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, CHASEMELLON
SHAREHOLDER SERVICES, L.L.C., OR GUARANTEED DELIVERY REQUIREMENTS MUST BE
COMPLIED WITH, WITH PAYMENT IN FULL BY 5:00 P.M., NEW YORK CITY TIME, ON JULY
28, 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.
THIS 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 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 $5.00 = $_____ payment. (One Right needed to subscribe for one
share.)
(b) Number of shares subscribed for pursuant to the Over-Subscription
Privilege
____ X $5.00 = $_____ payment.
(c) Number of shares subscribed for pursuant to the Conditional Over-
Subscription Privilege
____ X $5.00 = $_____ payment.
By exercising this Over-Subscription Privilege and/or Conditional 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.
(d) Total Subscription (total number of shares on lines (a), (b) and (c)
multiplied by the Subscription Price) = $_________ payment.
METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOX(ES)):
[_] Check, bank draft, or money order payable to "ChaseMellon
Shareholder Services, L.L.C.", as "Subscription Agent": or
[_] Wire transfer of immediately available funds directed to The Chase
Manhattan Bank, New York, NY, ABA No. 021 000 021, Attention:
ChaseMellon Shareholder Services, Reorg Rights Account No. 323-
859569 (AMF Bowling).
(e) 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).
(f) 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),
(b) and (c), 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. If the maximum number of shares of Common Stock to be
subscribed for pursuant to the Conditional 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 and which were purchased pursuant to the Over-
Subscription Privilege represented by this Rights Certificate (the "Second
Subscription Excess"), the Rights holder exercising this Rights Certificate
shall be deemed to have exercised the Conditional 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 Second Subscription
Excess by the Subscription Price, subject to the provision that Conditional
Over-Subscription Privilege requests will be honored only if and to the
extent that the aggregate Subscription Prices paid with respect to exercises
of Basic Subscription Privileges and the Over-Subscription Privileges by all
holders of Rights do not equal or exceed $120 million and in that event, only
to the extent of the amount by which $120 million exceeds the aggregate
Subscription Prices paid with respect to exercises of Basic Subscription
Privileges and the Over-Subscription Privileges by all holders of Rights. 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 as
practicable after the Expiration Date.
Rights holder's Signature(s) Telephone No. ( )
----------------- -------------
Rights holder's Signature(s)
-------------------
(If held jointly)
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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.
