<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               __________________
                                  FORM 10 - Q

(Mark One)
  X        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
-----
                        SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 2001
                                       or

____       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
           THE SECURITIES EXCHANGE ACT OF 1934
              For the transition period from ________ to ________

                        Commission file number 001-13539
                             _____________________

                               AMF BOWLING, INC.
             (Exact name of Registrant as specified in its charter)

          Delaware                                  13-3873268
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                      Identification No.)

                                 8100 AMF Drive
                           Richmond, Virginia 23111
          (Address of principal executive offices, including zip code)
                              ____________________
                                 (804) 730-4000
              (Registrant's telephone number, including area code)
                              ____________________

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.    Yes    [x]   .     No _____.
                                          ---------

At August 5, 2001, 84,332,503 shares of common stock, par value of $.01 per
share, of the Registrant were outstanding.
<PAGE>

                                    PART 1

Item 1. Financial Staements

                      AMF BOWLING, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                   (dollars in thousands, except share data)

<TABLE>
<CAPTION>
                                                                                    June 30,             December 31,
                                                                                      2001                   2000
                                                                                 ------------------   ------------------
                                                                                   (unaudited)
<S>                                                                               <C>                 <C>
  Assets
  ------
Current assets:
  Cash and cash equivalents                                                       $     18,202           $     48,555
  Accounts and notes receivable, net of allowance for
     doubtful accounts of $8,549 and $9,608, respectively                               42,542                 43,070
  Inventories                                                                           47,062                 55,697
  Other current assets                                                                  19,395                 12,789
                                                                                  ------------          -------------
     Total current assets                                                              127,201                160,111
Property and equipment, net                                                            714,773                755,588
Other assets                                                                            61,591                 71,896
Goodwill, net                                                                          734,742                746,050
                                                                                  ------------          -------------
  Total assets                                                                     $ 1,638,307           $  1,733,645
                                                                                  ============          =============
  Liabilities and Stockholders' Equity
  ------------------------------------
Current liabilities:
  Accounts payable                                                                 $    22,070           $     24,222
  Accrued expenses                                                                     113,420                104,551
  Current portion of long-term debt                                                  1,310,132              1,315,434
                                                                                  ------------          -------------
     Total current liabilities                                                       1,445,622              1,444,207
Other long-term liabilities                                                              6,844                  7,363
                                                                                  ------------          -------------
  Total liabilities                                                                  1,452,466              1,451,570
                                                                                  ------------          -------------
     Commitments and contingencies
Stockholders' equity:
  Common stock (par value $.01 per share, 200,000,000 shares authorized,
     84,332,503 and 83,780,488 shares issued and outstanding at June 30, 2001
     and December 31, 2000, respectively)
                                                                                           843                    838
  Paid-in capital                                                                      930,030                911,502
  Deficit                                                                             (708,652)              (601,671)
  Accumulated other comprehensive loss                                                 (36,380)               (28,594)
                                                                                  ------------          -------------
  Total stockholders' equity                                                           185,841                282,075
                                                                                  ------------          -------------
  Total liabilities and stockholders' equity                                       $ 1,638,307           $  1,733,645
                                                                                  ============          =============
</TABLE>

The accompany notes are an integral part of these condensed consolidated balance
                                    sheets.

                                       2
<PAGE>

                      AMF BOWLING, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (unaudited)
                       (In thousands, except share data)

<TABLE>
<CAPTION>
                                                                           Three Months                         Six Months
                                                                           Ended June 30,                     Ended June 30,
                                                                     -------------------------------------------------------------
                                                                        2001              2000             2001             2000
                                                                        ----              ----             ----             ----
<S>                                                                 <C>               <C>               <C>            <C>
Operating revenue                                                    $ 151,437         $ 160,697        $  357,119      $ 370,159
                                                                     ---------         ---------        ----------      ---------
Operating expenses:
   Cost of goods sold                                                   34,645            37,221            77,262         80,607
   Bowling center operating expenses                                    94,033            91,085           191,436        188,024
   Selling, general, and administrative expenses                        15,794            14,432            28,752         28,264
   Restructuring charges                                                   622                 -               622              -
   Refinancing charges                                                   9,060                 -            13,107              -
   Depreciation and amortization                                        33,562            33,723            67,431         67,141
                                                                     ---------         ---------        ----------      ---------
    Total operating expenses                                           187,716           176,461           378,610        364,036
                                                                     ---------         ---------        ----------      ---------

    Operating (loss) income                                            (36,279)          (15,764)          (21,491)         6,123
                                                                     ---------         ---------        ----------      ---------

Nonoperating expenses (income):
   Interest expense                                                     36,974            32,100            78,141         64,135
   Other, net                                                            1,009             1,918             5,459          1,667
   Interest income                                                        (630)             (172)           (1,194)          (590)
                                                                     ---------         ---------        ----------      ---------
    Total nonoperating expenses                                         37,353            33,846            82,406         65,212
                                                                     ---------         ---------        ----------      ---------
    Loss before income taxes                                           (73,632)          (49,610)         (103,897)       (59,089)
    Provision for income taxes                                             323             1,038             3,079          2,098
                                                                     ---------         ---------        ----------      ---------
    Net loss before equity in loss of joint ventures                   (73,955)          (50,648)         (106,976)       (61,187)
    Equity in loss of joint ventures                                         -              (510)                -           (617)
                                                                     ---------         ---------        ----------      ---------
    Net loss                                                         $ (73,955)         $(51,158)       $ (106,976)      $(61,804)
                                                                     =========         =========        ==========      =========

   Net loss per share - basic and diluted                            $   (0.88)         $  (0.61)       $    (1.27)      $  (0.74)
                                                                     =========         =========        ==========      =========
   Weighted average shares outstanding                                  84,333            83,598            84,107         83,598
                                                                     =========         =========        ==========      =========
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       3
<PAGE>

                      AMF BOWLING, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)
                       (In thousands, except share data)

<TABLE>
<CAPTION>
                                                                         Six Months
                                                                       Ended June 30,
                                                              ----------------------------
                                                                     2001         2000
                                                                     ----         ----
<S>                                                           <C>               <C>
Cash flows from operating activities:
  Net loss                                                      $  (106,976)    $ (61,804)
  Adjustments to reconcile net loss to net cash (used in)
  provided by operating activities:
  Depreciation and amortization                                      67,431        67,141
  Equity in loss of joint ventures                                        -           617
  Amortization of bond discount                                      12,121        20,635
  Loss on the sale of property and equipment, net                       333           195
  Changes in assets and liabilities:
  Accounts and notes receivable, net                                  2,752        (1,543)
  Inventories                                                         5,015       (18,651)
  Other assets                                                       (2,383)       11,881
  Accounts payable and accrued expenses                               6,257        (7,123)
  Income taxes payable                                                2,883        (1,820)
  Other long-term liabilities                                          (632)       (2,230)
                                                                -----------     ---------
  Net cash (used in) provided by operating activities               (13,199)        7,298
                                                                -----------     ---------

Cash flows from investing activities:
  Acquisitions of operating units, net of cash acquired                   -        (1,792)
  Purchases of property and equipment                               (18,520)      (32,699)
  Proceeds from the sale of property and equipment                      139         3,334
                                                                -----------     ---------
  Net cash used in investing activities                             (18,381)      (31,157)
                                                                -----------     ---------

Cash flows from financing activities:
  Proceeds from long-term debt, net of deferred financing cost            -        29,100
  Payments on long-term debt                                              -       (22,125)
  Rights offering cost                                                    -          (120)
  Payments of noncompete obligations                                   (118)         (193)
                                                                -----------     ---------
  Net cash (used in) provided by financing activities                  (118)        6,662
                                                                -----------     ---------
  Effect of exchange rates on cash                                    1,345        (2,432)
                                                                -----------     ---------
  Net decrease in cash                                              (30,353)      (19,629)
  Cash and cash equivalents at beginning of period                   48,555        35,743
                                                                -----------     ---------
  Cash and cash equivalents at end of period                    $    18,202     $  16,114
                                                                ===========     =========
</TABLE>

 The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       4
<PAGE>

                       AMF BOWLING, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  Business Description - Organization and Restructuring

Organization

  The accompanying unaudited condensed consolidated financial statements reflect
all adjustments (consisting of normal recurring accruals) which are, in the
opinion of management, necessary for a fair presentation of the results of
operations for the interim periods presented.  The interim financial information
and notes thereto should be read in conjunction with the December 31, 2000, 1999
and 1998 audited consolidated financial statements of AMF Bowling, Inc. ("AMF
Bowling") and its subsidiaries (collectively, the "Company") presented in AMF
Bowling's Annual Report on Form 10-K for the fiscal year ended December 31, 2000
filed with the U.S. Securities and Exchange Commission (the "SEC").  The results
of operations for the six months ended June 30, 2001 are not necessarily
indicative of results to be expected for the entire year.

  The Company is principally engaged in two business segments: (i) the ownership
or operation of bowling centers, consisting of 400 U.S. bowling centers and 119
international bowling centers ("Bowling Centers"), as of June 30, 2001, and (ii)
the manufacture and sale of bowling equipment such as automatic pinspotters,
automatic scoring equipment, bowling pins, lanes, ball returns, certain spare
parts, and the resale of allied products such as bowling balls, bags, shoes, and
certain other spare parts ("Bowling Products"). The principal markets for
bowling equipment are U.S. and international bowling center operators. The
Company also manufactures and sells the PlayMaster, Highland and Renaissance
brands of billiards tables, and owns the Michael Jordan Golf Company, which
operates two golf practice ranges.

  AMF Bowling Worldwide, Inc. ("Bowling Worldwide") is a wholly owned, direct
subsidiary of AMF Group Holdings Inc. ("AMF Group Holdings"). AMF Group Holdings
is a wholly owned, direct subsidiary of AMF Bowling. Unless otherwise indicated,
the term "Subsidiary Company" refers to AMF Group Holdings and its subsidiaries.
AMF Bowling, AMF Group Holdings and Bowling Worldwide are Delaware corporations.
AMF Bowling and AMF Group Holdings are holding companies. The principal assets
in each are comprised of investments in subsidiaries. An investor group led by
affiliates of Goldman, Sachs & Co. acquired the Company in 1996 (the
"Acquisition").

Chapter 11

  General

  On July 30, 2001, AMF Bowling filed a voluntary petition for reorganization
under Chapter 11 with the Bankruptcy Court. AMF Bowling also remains in
possession of its assets as a debtor-in-possession under the Bankruptcy Code
("BINC Chapter 11").

  On July 2, 2001 (the "Petition Date"), Bowling Worldwide, AMF Group Holdings,
AMF Bowling Holdings Inc., AMF Bowling Products, Inc., AMF Bowling Centers
Holdings Inc., AMF Worldwide Bowling Centers Holdings, Inc., AMF Bowling
Centers, Inc., AMF Beverage Company of Oregon, Inc., AMF Beverage Company of W.
Va., Inc., Bush River Corporation, King Louie Lenexa, Inc., 300, Inc., American
Recreation Centers, Inc., Michael Jordan Golf Company, Inc., MJG-O'Hare, Inc.,
AMF Bowling Centers (Aust.) International Inc., AMF Bowling Centers (Hong Kong)
International Inc., AMF Bowling Centers International Inc., AMF BCO-UK One,
Inc., AMF BCO-UK Two, Inc., AMF BCO-France One, Inc., AMF BCO-France Two, Inc.,
AMF Bowling Centers Spain, Inc., AMF Bowling Mexico Holding Inc. and Boliches
AMF, Inc. (collectively, the "Subsidiary Debtors") filed voluntary petitions for
relief under Chapter 11 ("WINC Chapter 11"), Title 11 of the United States
Bankruptcy Code (the "Bankruptcy Code") with the United States Bankruptcy Court
for the Eastern District of Virginia, Richmond Division (the "Bankruptcy
Court"). The Chapter 11 cases of the Subsidiary Debtors are being jointly
administered, for procedural purposes only, before the Bankruptcy Court under
Case No. 01-61119-DHA. Pursuant to Sections 1107 and 1108 of the Bankruptcy
Code, the Subsidiary Debtors continue to manage and operate their assets and
businesses as debtors-in-possession pending the confirmation of a reorganization
plan and subject to the supervision and orders of the Bankruptcy Court. The non-
U.S. subsidiaries of the Subsidiary Company did not file for relief under
Chapter 11 of the Bankruptcy Code.

                                       5
<PAGE>

                        AMF BOWLING, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

  The BINC Chapter 11 and WINC Chapter 11 are not being jointly administered.

  On August 31, 2001, the Subsidiary Debtors filed a proposed plan of
reorganization and disclosure statement in the WINC Chapter 11. The proposed
plan of reorganization was based on an enterprise value of $665 million for AMF
Group Holdings and its subsidiaries and did not provide for any distribution to
or recovery by AMF Bowling as the sole holder of the equity of AMF Group
Holdings.

Reorganization Plan Procedures

  For 120 days after the Petition Date, the Subsidiary Debtors have the
exclusive right to propose and file a reorganization plan with the Bankruptcy
Court and an additional 60 days within which to solicit acceptance by creditors
and equity security holders to any plan so filed (the "Exclusive Period"). The
Bankruptcy Court may shorten or extend the Exclusive Period for cause shown and,
as long as the Exclusive Period continues, no other party may file a
reorganization plan. The Subsidiary Debtors have the exclusive right to propose
and solicit acceptances of a plan of reorganization until October 30, 2001 and
December 31, 2001, respectively. In addition, the Subsidiary Debtors may request
an extension of the 120 day exclusivity period. However, there can be no
assurance that the Bankruptcy Court will grant such an extension. If the
Subsidiary Debtors fail to obtain confirmation of their proposed plan of
reorganization, any party in interest, including a creditor, an equity security
holder or a committee of creditors, following the expiration of the Exclusive
Period, may file a reorganization plan for the Subsidiary Debtors. Although
management filed a proposed reorganization plan during the Exclusive Period,
there can be no assurance that the proposed reorganization plan will be
confirmed by the Bankruptcy Court, or that such plan will be consummated.

  Under the Bankruptcy Code, the rights and treatment of prepetition creditors
and equity security holders may be substantially altered. At this time it is not
possible to predict the outcome of either the BINC Chapter 11 or the WINC
Chapter 11 or the effect such Chapter 11 cases will have on the Subsidiary
Debtors' businesses or their creditors. Notwithstanding the foregoing,
management believes that AMF Bowling, as the sole equity security holder of AMF
Group Holdings, will not receive any distribution under any reorganization plan
in the WINC Chapter 11.

  Chapter 11 Financing and Other Matters

  On the Petition Date, the Bankruptcy Court authorized the Subsidiary Debtors
to pay prepetition and postpetition employee wages, salaries, benefits and
certain other employee obligations during their Chapter 11 cases. In addition,
the Bankruptcy Court authorized the Subsidiary Debtors to pay certain
prepetition obligations owed to critical trade creditors and contractors of the
Subsidiary Debtors. The Bankruptcy Court also authorized the Subsidiary Debtors
to continue various programs the Subsidiary Debtors maintain for the benefit of
their bowling center and bowling products customers, including the honoring of
league banking and customer deposits.

  On July 5, 2001, the Subsidiary Debtors obtained a Debtor-in-Possession
Financing Facility (the "DIP Loan") from a syndicate of banks, including
Citibank N.A., as Collateral Agent and Administrative Agent. The DIP Loan
permits the Subsidiary Debtors to borrow up to $75 million from time to time for
general corporate and business purposes, subject to satisfaction of drawing
conditions, and the existence of no events of default, that are customary in
such facilities. The DIP Loan is secured by a super-priority first lien on the
Subsidiary Company's assets. The Bankruptcy Court approved the DIP Loan on
August 8, 2001. The DIP Loan expires at the earlier of July 2, 2002 or
confirmation by the Bankruptcy Court of a plan of reorganization for the
Subsidiary Company. A copy of the Senior Secured Priming Debtor-in-Possession
Credit Agreement, as amended, is filed as an Exhibit hereto and incorporated
herein by reference.

  On August 3, 2001, the Subsidiary Company filed with the Bankruptcy Court its
Schedules of Assets and Liabilities and Statement of Financial Affairs, which
detail the assets and liabilities of the Subsidiary Debtors as of the Petition
Date, as reflected on the Subsidiary Company's books and records. On July 5,
2001, the Bankruptcy Court set a bar date of September 24, 2001 after which the
filing of proof of prepetition claims against the Subsidiary Debtors are no
longer accepted. This bar date also applies to the holders of executory
contracts and unexpired leases, whether or not the Subsidiary Debtors have
assumed or rejected such executory contracts or unexpired leases in accordance
with the Bankruptcy Code.

                                       6
<PAGE>

                       AMF BOWLING, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

  Although the Subsidiary Debtors are authorized to operate their businesses and
manage their properties as debtors-in-possession, they may not engage in
transactions outside of the ordinary course of business without complying with
the notice and hearing provisions of the Bankruptcy Code and obtaining prior
Bankruptcy Court approval. An official committee of unsecured creditors (the
"Committee") has been formed by the United States Trustee. The Committee and
various other parties in interest, including creditors holding prepetition
claims, such as the Subsidiary Company's senior secured lenders (the "Lenders")
and bondholders, have the right to appear and be heard on applications of the
Debtors relating to business transactions.

  During the pendency of the WINC Chapter 11, no principal payments will be made
under the Subsidiary Company's prepetition bank debt (the "Bank Debt") without
prior Bankruptcy Court approval. On July 3, 2001, Bowling Worldwide, with the
approval of the Bankruptcy Court, paid approximately $6.6 million of prepetition
interest to the Lenders.

  On July 26, 2001, the Bankruptcy Court approved several components of the
Subsidiary Company's Bonus, Severance and Retention Program for Certain
Employees (the "Retention Program") to ensure the retention of employees who are
actively involved in, and essential to, the Subsidiary Company's restructuring.
As approved, the Retention Program consists of (1) employment retention
agreements that provide to key managers under specified circumstances a
retention bonus, as well as certain severance benefits if they are terminated
under specified conditions; (2) a special bonus plan for selected employees not
otherwise eligible for a bonus; (3) an executive retention plan for the
Subsidiary Company's Chief Executive Officer and Chief Financial Officer
promising to pay them under specified circumstances a retention bonus, and also
promising certain severance benefits if their employment terminates under
specified conditions; and (4) severance plans for specified employees not
otherwise covered by agreements that provide severance benefits.

  At this time, it is not possible to predict the outcome, or the financial
impact on the Company, of the WINC or the BINC Chapter 11. Notwithstanding the
foregoing, management believes that AMF Bowling, as the sole equity security
holder of AMF Group Holdings, will not receive any distribution under any
reorganization plan in the WINC Chapter 11 and unsecured claims of AMF Bowling
may be satisfied, if at all, at a fraction of their face value and the equity
interests in AMF Bowling will have no value.

  The Subsidiary Company believes the DIP Loan and cash from operations should
provide the Subsidiary Company with adequate liquidity to conduct its business
during the WINC Chapter 11 proceedings, although no assurance can be given in
this regard. The Subsidiary Company continues to evaluate its operations in
light of current and projected operating conditions and the liquidity provided
by the DIP Loan and until a plan of reorganization is approved, the Subsidiary
Company's long-term liquidity, including the availability of an exit financing
facility, and the adequacy of its capital resources cannot be determined.

  AMF Bowling has no assets or operations or source of capital other than from a
distribution in the WINC Chapter 11 on account of its equity interest in AMF
Group Holdings. Accordingly, the Company's liquidity, capital resources, results
of operations and ability to continue as a going concern are subject to known
and unknown risks and uncertainties, including those set forth above.

                                       7
<PAGE>

                       AMF BOWLING, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Basis of Financial Reporting

  The American Institute of Certified Public Accountant's Statement of Position
90-7, "Financial Reporting by Entities in Reorganization Under the Bankruptcy
Code" ("SOP 90-7") provides guidance for financial reporting by entities that
have filed petitions with the Bankruptcy Court and expect to reorganize under
Chapter 11. Under SOP 90-7, the financial statements of an entity in a Chapter
11 reorganization proceeding should distinguish transactions and events that are
directly associated with the reorganization from those of operations of the
ongoing business as it evolves. Accordingly, SOP 90-7 requires that the balance
sheet separately classify pre-petition liabilities as those subject to
compromise. Pre-petition liabilities are reported on the basis of the expected
amount of such allowed claims, as opposed to the amount for which those allowed
claims may be settled. Revenue and expenses, realized gains and losses, and
provisions for losses resulting from the reorganization and restructuring of the
business are reported in the statement of operations separately as
reorganization items. The Company's June 30, 2001 statements have not been
adjusted to reflect the guidance in SOP 90-7 as the filing occurred subsequent
to the date of the financial statements. The Company has not completed its
assessment of the impact of SOP 90-7 on its financial statements.

  The Company's quarterly condensed consolidated financial statements have been
prepared on a going concern basis, which contemplates continuity of operations,
realization of assets and liquidation of liabilities and commitments in the
normal course of business. The BINC Chapter 11 and WINC Chapter 11, as well as
related circumstances, including continued losses from operations, raise
substantial doubt about the Company's ability to continue as a going concern.
The appropriateness of reporting on the going concern basis is dependent upon,
among other things, confirmation of a plan of reorganization, future
profitability of operations, and the ability to generate sufficient cash from
operations and financing sources to meet obligations. As a result of the
Company's current circumstances, however, such realization of assets and
liquidation of liabilities are uncertain. While under the protection of the WINC
Chapter 11, the Subsidiary Debtors may sell or otherwise dispose of assets and
liquidate or settle liabilities for amounts other than those reflected in the
accompanying consolidated financial statements. Further, a plan of
reorganization will likely materially change the amounts reported in the
accompanying consolidated financial statements. The consolidated financial
statements do not include any adjustments relating to recoverability of the
value of recorded asset amounts and reclassifications of liabilities that might
be necessary as a consequence of a plan of reorganization.


Note 2.  Significant Accounting Policies

Basis of Presentation

  The condensed consolidated results of operations of the Company have been
presented for the three months and six months ended June 30, 2001 and 2000,
respectively.  All significant intercompany balances and transactions have been
eliminated in the accompanying condensed consolidated financial statements. All
dollar amounts are in thousands, except where otherwise indicated.  See "Note 1.
Business Description - Organization and Restructuring."

                                       8
<PAGE>

                       AMF BOWLING, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Goodwill

     As a result of the Acquisition and subsequent purchases of bowling centers,
and in accordance with the purchase method of accounting used in all the
Company's acquisitions, the Company recorded goodwill representing the excess of
the purchase price over the allocation among the acquired assets and liabilities
in accordance with estimates of fair market value on the dates of acquisition.
Goodwill is being amortized over 40 years. Amortization expense related to
goodwill was $5,209 and $10,425 for the three months and six months ended June
30, 2001 and $4,388 and $10,408 for the three months and six months ended June
30, 2000.

     In June 2001, the Financial Accounting Standards Board issued SFAS No. 142,
"Goodwill and Other Intangible Assets" (effective for the Company on January 1,
2002). SFAS No. 142 specifies that goodwill and some intangible assets will no
longer be amortized but instead will be subject to periodic impairment testing.
The Company believes that in accordance with SOP 90-7, the majority of its
goodwill will be eliminated in fresh start accounting. However, the Company has
not completed the process of evaluating the financial statement impact of the
adoption of SFAS No. 142.

Income Taxes

     The Company files a consolidated federal income tax return. As of June 30,
2001, the Company had net operating losses of approximately $450.3 million and
foreign tax credits of $11.5 million that will carry over to future years to
offset U.S. income taxes. The foreign tax credits will begin to expire in the
fiscal year 2001 and the net operating losses will begin to expire in the fiscal
year 2011. The Company has recorded a valuation reserve, as of December 31,
2000, for $210.3 million related to net operating losses, foreign tax credits
and other deferred tax assets that the Company may not utilize prior to their
expirations. The tax provision recorded for the six months ended June 30, 2001
and 2000 primarily reflects certain international taxes. The utilization of the
net operating losses may be significantly limited by future events related to
the reorganization of the Subsidiary Debtors and AMF Bowling.

Comprehensive Loss

     Comprehensive loss was $74,136 and $114,762 for the three months and six
months, respectively, ended June 30, 2001, and $55,223 and $71,562 for the three
months and six months, respectively, ended June 30, 2000. Accumulated other
comprehensive loss consists of the foreign currency translation adjustment on
the accompanying condensed consolidated balance sheets.


Note 3.   Inventories

     Inventories at June 30, 2001 and December 31, 2000, consisted of the
following:

<TABLE>
<CAPTION>
                                                                 June 30,            December 31,
                                                                    2001                  2000
                                                            --------------------- ---------------------
                                                                (unaudited)
      <S>                                                   <C>                   <C>
      Bowling Products, at FIFO:
         Raw materials                                        $            9,381  $             13,142
         Work in progress                                                    713                   821
         Finished goods and spare parts                                   28,233                32,824
      Bowling Centers, at average cost:
         Merchandise and spare parts                                       8,735                 8,910
                                                            --------------------- ---------------------
                                                              $           47,062  $             55,697
                                                            ===================== =====================
</TABLE>

                                       9
<PAGE>

                       AMF BOWLING, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 4.   Property and Equipment

     Property and equipment at June 30, 2001 and December 31, 2000, consisted of
the following:


<TABLE>
<CAPTION>
                                                                    June 30,        December 31,
                                                                      2001              2000
                                                              ----------------- -----------------
                                                                  (unaudited)
<S>                                                          <C>                <C>
    Land                                                          $    131,451     $     132,041
    Buildings and improvements                                         375,947           374,081
    Equipment, furniture and fixtures                                  620,821           623,096
    Other                                                                9,607             7,821
                                                              ----------------- -----------------
                                                                     1,137,826         1,137,039
    Less: accumulated depreciation and amortization                   (423,053)         (381,451)
                                                              ----------------- -----------------
                                                                  $    714,773     $     755,588
                                                              ================= =================
</TABLE>

     Depreciation and amortization expense related to property and equipment was
$25,185 and $51,571 for the three months and six months, respectively, ended
June 30, 2001, and $26,355 and $51,125 for the three months and six months,
respectively, ended June 30, 2000.


Note 5. Long-Term Debt

     As described in "Note 1. Business Description - Organization and
Restructuring," on July 5, 2001, the Subsidiary Company obtained the DIP Loan
from a syndicate of banks, including Citibank N.A., as Collateral Agent and
Administrative Agent.

      As discussed in "Note 1. Business Description - Organization and
Restructuring," on the Petition Date, the Subsidiary Debtors and, thereafter,
AMF Bowling filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code. The Company's debt, classified as current at June 30, 2001 and
December 31, 2000, consists of the following:

<TABLE>
<CAPTION>
                                                              June 30,        December 31,
                                                                2001              2000
                                                         ----------------- -----------------
                                                            (unaudited)
    <S>                                                  <C>               <C>
    Bank debt                                               $     614,093    $      614,093
    Subsidiary senior subordinated notes                          250,000           250,000
    Subsidiary senior subordinated discount notes                 277,000           270,472
    Zero coupon convertible debentures                            165,939           178,876
    Mortgage and equipment notes                                    3,100             1,993
                                                         ----------------- -----------------
         Total debt                                         $   1,310,132    $    1,315,434
                                                         ================= =================
</TABLE>

      The Bank Debt is governed by the Subsidiary Company's credit agreement
dated as of May 1, 1996, as amended and restated (the "Credit Agreement") and
provides for (i) senior secured term loan facilities aggregating $365.1 million
(the "Term Facilities") and (ii) the Bank Facility of up to $255.0 million
(together with the Term Facilities, the "Senior Facilities"). As of June 30,
2001, the Subsidiary Company had no available borrowing under the Bank Facility
with $249.0 million outstanding and $8.4 million of standby and documentary
letters of credit.

                                       10
<PAGE>

                      AMF BOWLING, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

     As a result of the default under the Credit Agreement that existed prior to
the Petition Date, the Subsidiary Company paid interest to the Lenders at
Citibank's customary base rate plus a margin ranging from 2.75% to 3.75% and a
2% increment for default interest rates from January 1, 2001 until the Petition
Date. During the pendency of the Subsidiary Debtors' Chapter 11 cases, no
principal payments will be made on the Bank Debt without prior Bankruptcy Court
approval. On July 3, 2001, Bowling Worldwide, with the approval of the
Bankruptcy Court, paid approximately $6.6 million of prepetition interest to the
Lenders.

Refinancing Costs

     For the three months and six months ended June 30, 2001, the Company
recorded $9.1 million and $13.1 million, respectively, of refinancing charges
related to proposed restructuring of debt. The charges primarily included
amounts paid for legal and advisory services and certain payments made in
connection with employee retention programs. See "Note 1. Business Description -
Organization and Restructuring" for a description of the refinancing activities.


Note 6.  Commitments and Contingencies

Litigation and Claims

     On April 22, 1999, a putative class action was filed in the United States
District Court for the Southern District of New York by Vulcan International
Corporation against AMF Bowling, The Goldman Sachs Group, L.P., Goldman, Sachs &
Co., Morgan Stanley & Co. Incorporated, Cowen & Company, Schroder & Co., Inc.,
Richard A. Friedman and Douglas J. Stanard. The complaint has subsequently been
amended to, among other things, include additional named plaintiffs. The
plaintiffs, as putative class representatives for all persons who purchased
Common Stock in the Company's initial public offering of Common Stock (the
"Initial Public Offering") or within 25 days of the effective date of the
registration statement related to the Initial Public Offering, seek, among other
things, damages and/or rescission against all defendants jointly and severally
pursuant to Sections 11, 12 and/or 15 of the Securities Act of 1933 based on
allegedly inaccurate and misleading disclosures in connection with and following
the Initial Public Offering. Management believes that the litigation is without
merit and intends to defend it vigorously.

     In June 1998, Harbin Hai Heng Bowling Entertainment Co. Ltd. ("Hai Heng")
filed an action against AMF Bowling Products, Inc. ("AMF Bowling Products"), an
indirect subsidiary of AMF Bowling, in the Harbin Intermediate People's Court in
Heilongjing, China. Hai Heng sought to recover $3 million to $4 million in
damages relating to 38 NCPs purchased from AMF Bowling Products. Hai Heng
asserted that the poor quality of the 38 NCPs entitled Hai Heng to recover the
purchase price and damages for lost profits and the cost of storing the NCPs.

     On November 6, 1998, the court awarded Hai Heng approximately $3.5 million.
AMF Bowling Products appealed the award to the High People's Court of
Heilongjing Province (the "People's Court"). Prior to completion of the appeal
review, the President of the People's Court on February 11, 1999 issued a
judgment in favor of Hai Heng for approximately $2.8 million and ordered Hai
Heng to return 24 NCPs to AMF Bowling Products. AMF Bowling Products filed an
appeal to the Supreme People's Court in Beijing (the "Supreme Court"). AMF
Bowling Products has been advised that the Supreme Court has declined to review
the case and the People's Court judgment is now final.

     On July 2, 2001, Bowling Worldwide and certain of its subsidiaries,
including AMF Bowling Products, filed petitions for relief under Chapter 11 of
the Bankruptcy Code. On July 30, 2001 AMF Bowling, Inc. also filed a petition
under Chapter 11. The filing of petitions for relief under the Bankruptcy Code
stops the enforcement of judgements and the commencement or continuation of
certain actions and proceedings. The effect of the stay outside of the United
States is uncertain.

                                       11
<PAGE>

                      AMF BOWLING, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

     In addition, the Company currently and from time to time is subject to
claims and actions arising in the ordinary course of its business, including
environmental claims, employee and workers' compensation claims, and
personal injury claims from customers of Bowling Centers. In some actions,
plaintiffs request punitive or other damages that may not be covered by
insurance. Certain of these litigations is subject to the automatic stay
effected by the Chapter 11 filing. In management's opinion, these claims and
actions in which the Company is involved will not have a material adverse impact
on its financial position or results of operations. However, it is not possible
to predict the outcome of such claims and actions.


Note 7.  Business Segments

     The Company operates in two major lines of business: operating bowling
centers ("Bowling Centers") and manufacturing bowling and related products
("Bowling Products"). Information concerning operations in these businesses for
the three months ended June 30, 2001 and 2000, respectively, is presented below
(in millions):

<TABLE>
<CAPTION>
                                                                    Three Months Ended June 30, 2001
                                       -------------------------------------------------------------------------------------------
                                             Bowling Centers              Bowling Products
                                       ---------------------------  -----------------------------
                                                 Inter-     Sub-               Inter-      Sub-                  Elim-
                                        U.S.    national   total     U.S.     national    total    Corporate   inations    Total
                                        ----    --------   -----     ----     --------    -----    ---------   --------    -----
<S>                                    <C>      <C>      <C>        <C>       <C>        <C>       <C>         <C>       <C>
Revenue from unaffiliated customers    $ 96.9    $ 27.4  $  124.3   $  14.7   $   12.4   $  27.1    $     -     $    -   $  151.4
Intersegment sales                          -         -         -       3.8        2.2       6.0          -       (6.0)         -
Operating income (loss)                 (14.2)      0.5     (13.7)     (8.5)      (1.4)     (9.9)     (13.3)       0.6      (36.3)
Identifiable assets                     739.5     280.6   1,020.1     560.5       45.3     605.8        6.7        5.7    1,638.3
Depreciation and amortization            22.0       4.9      26.9       5.6        0.3       5.9        1.2       (0.5)      33.5
Capital expenditures                     10.1       3.0      13.1       0.5       (0.2)      0.3        0.1          -       13.5
Research and development expense            -         -         -         -          -         -          -          -          -
</TABLE>

<TABLE>
<CAPTION>
                                                                    Three Months Ended June 30, 2000
                                       ------------------------------------------------------------------------------------------
                                             Bowling Centers              Bowling Products
                                       ---------------------------  ----------------------------
                                                 Inter-     Sub-               Inter-      Sub-                  Elim-
                                        U.S.    national   total     U.S.     national    total    Corporate   inations    Total
                                        ----    --------   -----     ----     --------    -----    ---------   --------    -----
<S>                                    <C>      <C>      <C>        <C>       <C>        <C>       <C>         <C>       <C>
Revenue from unaffiliated customers    $ 98.2    $ 29.0  $  127.2   $  19.1   $   14.4   $  33.5    $     -     $    -   $  160.7
Intersegment sales                          -         -         -       3.3        1.7       5.0          -       (5.0)         -
Operating income (loss)                  (9.6)      2.4      (7.2)     (3.0)      (0.2)     (3.2)      (5.7)       0.3      (15.8)
Identifiable assets                     787.8     301.0   1,088.8     601.7       70.6     672.3       10.8        4.1    1,776.0
Depreciation and amortization            22.2       5.5      27.7       5.8        0.2       6.0        0.6       (0.5)      33.8
Capital expenditures                     14.6       2.6      17.2       2.3        0.1       2.4        0.4          -       20.0
Research and development expense            -         -         -         -          -         -          -          -          -
</TABLE>

                                       12
<PAGE>

                      AMF BOWLING, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

     Information concerning operations in these businesses for the six months
ended June 30, 2001 and 2000, respectively, is presented below (in millions):


<TABLE>
<CAPTION>
                                                                      Six Months Ended June 30, 2001
                                       -------------------------------------------------------------------------------------------
                                             Bowling Centers               Bowling Products
                                       ---------------------------   ----------------------------
                                                 Inter-      Sub-               Inter-      Sub-                  Elim-
                                        U.S.    national    total     U.S.     national    total    Corporate   inations    Total
                                        ----    --------    -----     ----     --------    -----    ---------   --------    -----
<S>                                   <C>       <C>       <C>        <C>       <C>        <C>       <C>         <C>       <C>
Revenue from unaffiliated customers   $ 242.6   $   55.8  $  298.4   $  26.5   $   32.2   $  58.7    $     -     $    -   $  357.1
Intersegment sales                          -          -         -       6.8        3.1       9.9          -       (9.9)         -
Operating income (loss)                  13.7        2.0      15.7     (15.7)      (1.5)    (17.2)     (20.9)       0.9      (21.5)
Identifiable assets                     739.5      280.6   1,020.1     560.5       45.3     605.8        6.7        5.7    1,638.3
Depreciation and amortization            44.1       10.4      54.5      11.7        0.5      12.2        1.5       (0.8)      67.4
Capital expenditures                     13.1        4.4      17.5       0.8        0.1       0.9        0.1          -       18.5
Research and development expense            -          -         -         -          -         -          -          -          -
</TABLE>

<TABLE>
<CAPTION>
                                                                      Six Months Ended June 30, 2000
                                       -------------------------------------------------------------------------------------------
                                             Bowling Centers               Bowling Products
                                       ---------------------------   ----------------------------
                                                 Inter-      Sub-               Inter-      Sub-                  Elim-
                                        U.S.    national    total     U.S.     national    total    Corporate   inations    Total
                                        ----    --------    -----     ----     --------    -----    ---------   --------    -----
<S>                                   <C>       <C>       <C>        <C>       <C>        <C>       <C>         <C>       <C>
Revenue from unaffiliated customers   $ 240.7   $   60.6  $  301.3   $  34.6   $   34.3   $  68.9    $     -    $     -   $  370.2
Intersegment sales                          -          -         -       6.0        2.0       8.0          -       (8.0)         -
Operating income (loss)                  17.7        5.7      23.4      (6.1)      (0.6)     (6.7)     (11.3)       0.7        6.1
Identifiable assets                     787.8      301.0   1,088.8     601.7       70.6     672.3       10.8        4.1    1,776.0
Depreciation and amortization            43.9       11.2      55.1      11.5        0.5      12.0        1.0       (0.9)      67.2
Capital expenditures                     21.9        5.3      27.2       4.7        0.1       4.8        0.7          -       32.7
Research and development expense            -          -         -       0.1          -       0.1          -          -        0.1
</TABLE>


Note 8.  Condensed Consolidating Financial Statements

     Bowling Worldwide's 10 7/8% Series B Senior Subordinated Notes and 12 1/4%
Series B Senior Subordinated Discount Notes are jointly and severally guaranteed
on a full and unconditional basis by AMF Group Holdings and the U.S.
subsidiaries of Bowling Worldwide (the "Guarantor Companies"). AMF Bowling and
the non-U.S. subsidiaries of Bowling Worldwide have not provided guarantees of
such indebtedness (the "Non-Guarantor Companies").

     The following condensed consolidating financial information presents: (i)
the condensed consolidating balance sheet for the Guarantor Companies, the Non-
Guarantor Companies and the Company as of June 30, 2001, and condensed
consolidating statements of operations and cash flows for the Guarantor
Companies, the Non-Guarantor Companies and the Company for the six months ended
June 30, 2001 and (ii) elimination entries necessary to combine the entities
comprising the Company.

                                       13
<PAGE>

                      AMF BOWLING, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

                      AMF BOWLING, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATING BALANCE SHEET
                              As of June 30, 2001
                                  (unaudited)
                                (in thousands)

<TABLE>
<CAPTION>
                                                                          Non-
                                                        Guarantor       Guarantor
                                                        Companies       Companies       Eliminations      Consolidated
                                                        ---------       ---------       ------------      ------------
<S>                                                   <C>             <C>              <C>                <C>
   Assets
   ------
Current assets:
   Cash and cash equivalents                          $     13,590    $      4,612     $           -      $     18,202
   Accounts and notes receivable, net
      of allowance for doubtful accounts                    41,837             705                 -            42,542
   Accounts receivable - intercompany                       14,420          21,634           (36,054)                -
   Inventories                                              45,743           1,319                 -            47,062
   Other current assets                                     14,893           4,502                 -            19,395
                                                      ------------    ------------     -------------      ------------
    Total current assets                                   130,483          32,772           (36,054)          127,201
Notes receivable - intercompany                             50,889           5,663           (56,552)                -
Property and equipment, net                                671,005          42,284             1,484           714,773
Investment in subsidiaries                                   8,046         347,472          (355,518)                -
Goodwill and other assets                                  775,212          21,121                 -           796,333
                                                      ------------    ------------     -------------      ------------
   Total assets                                       $  1,635,635    $    449,312     $    (446,640)     $  1,638,307
                                                      ============    ============     =============      ============
   Liabilities and Stockholders' Equity
   ------------------------------------
Current liabilities:
   Accounts payable                                   $     17,019    $      5,016     $          35      $     22,070
   Accounts payable - intercompany                          21,634          14,420           (36,054)                -
   Accrued expenses                                        102,852          10,568                 -           113,420
   Current portion of long-term debt                     1,127,190         182,942                 -         1,310,132
                                                      ------------    ------------     -------------      ------------
    Total current liabilities                            1,268,695         212,946           (36,019)        1,445,622
Notes payable - intercompany                                 5,663          50,889           (56,552)                -
Other long-term liabilities                                  5,759           1,085                 -             6,844
                                                      ------------    ------------     -------------      ------------
   Total liabilities                                     1,280,117         264,920           (92,571)        1,452,466
                                                      ------------    ------------     -------------      ------------
Commitments and contingencies
Stockholders' equity:
   Common stock                                                  -             843                 -               843
   Paid-in capital                                       1,054,784         928,057        (1,052,811)          930,030
   Deficit                                                (662,886)       (708,128)          662,362          (708,652)
   Accumulated other comprehensive loss                    (36,380)        (36,380)           36,380           (36,380)
                                                      ------------    ------------     -------------      ------------
   Total stockholders' equity                              355,518         184,392          (354,069)          185,841
                                                      ------------    ------------     -------------      ------------
   Total liabilities and stockholders' equity         $  1,635,635    $    449,312     $    (446,640)     $  1,638,307
                                                      ============    ============     =============      ============
</TABLE>

                                      14
<PAGE>

                      AMF BOWLING, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

                      AMF BOWLING, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                    For the Six Months Ended June 30, 2001
                                  (unaudited)
                                (in thousands)

<TABLE>
<CAPTION>
                                                                              Non-
                                                          Guarantor        Guarantor
                                                          Companies        Companies     Eliminations     Consolidated
                                                         -----------     -----------     ------------     ------------
<S>                                                      <C>             <C>             <C>              <C>
Operating revenue                                        $   325,645     $    32,421      $    (947)       $   357,119
                                                         -----------     -----------      ---------        -----------

Operating expenses:
   Cost of goods sold                                         74,469           3,427           (634)            77,262
   Bowling center operating expenses                         174,699          17,050           (313)           191,436
   Selling, general, and administrative expenses              23,690           5,062              -             28,752
   Restructuring charges                                         622               -              -                622
   Refinancing charges                                        12,894             213              -             13,107
   Depreciation and amortization                              62,949           4,544            (62)            67,431
                                                         -----------     -----------      ---------        -----------
     Total operating expenses                                349,323          30,296         (1,009)           378,610
                                                         -----------     -----------      ---------        -----------
Operating income (loss)                                      (23,678)          2,125             62            (21,491)
                                                         -----------     -----------      ---------        -----------
Nonoperating expenses (income):
   Interest expense                                           70,581           7,560              -             78,141
   Other expenses, net                                         3,283           2,176              -              5,459
   Interest income                                            (1,123)            (71)             -             (1,194)
   Equity in (income) loss of subsidiaries                      (633)         97,810        (97,177)                 -
                                                         -----------     -----------      ---------        -----------
Total nonoperating expenses                                   72,108         107,475        (97,177)            82,406
                                                         -----------     -----------      ---------        -----------

Loss before income taxes                                     (95,786)       (105,350)        97,239           (103,897)
Provision benefit for income taxes                             2,657             422              -              3,079
                                                         -----------     -----------      ---------        -----------
Net loss                                                 $   (98,443)    $  (105,772)     $  97,239        $  (106,976)
                                                         ===========     ===========      =========        ===========
</TABLE>

                                      15
<PAGE>

                      AMF BOWLING, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

                      AMF BOWLING, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                    For the Six Months Ended June 30, 2001
                                  (unaudited)
                                (in thousands)

<TABLE>
<CAPTION>
                                                                                    Non-
                                                                    Guarantor     Guarantor
                                                                    Companies     Companies        Eliminations   Consolidated
                                                                   ------------ ---------------   -------------   -------------
<S>                                                              <C>           <C>               <C>             <C>
  Cash flows from operating activities:
     Net loss                                                        $  (98,443)  $    (105,772)   $     97,239    $ (106,976)
     Adjustments to reconcile net loss to net
      cash used in operating activities:
      Depreciation and amortization                                      62,949           4,544             (62)       67,431
      Amortization of bond discount                                       5,845           6,276               -        12,121
      Equity in income of subsidiaries                                     (633)         97,810         (97,177)            -
      Loss on the sale of property and equipment, net                       333               -               -           333
      Changes in assets and liabilities:
      Accounts and notes receivable                                       2,883            (131)              -         2,752
      Receivables and payables - affiliates                               2,149          (2,149)              -             -
      Inventories                                                         4,948              67               -         5,015
      Other assets                                                         (751)         (1,632)              -        (2,383)
      Accounts payable and accrued expenses                               6,518            (261)              -         6,257
      Income taxes payable                                                2,917             (34)              -         2,883
      Other long-term liabilities                                          (449)           (183)              -          (632)
                                                                   ------------ ---------------   -------------   -----------
     Net cash used in operating activities                              (11,734)         (1,465)              -       (13,199)
                                                                   ------------ ---------------   -------------   -----------
  Cash flows from investing activities:
     Purchases of property and equipment                                (16,297)         (2,223)              -       (18,520)
     Proceeds from sale of property and equipment                           139               -               -           139
                                                                   ------------ ---------------   -------------   -----------
      Net cash used in investing activities                             (16,158)         (2,223)              -       (18,381)
                                                                   ------------ ---------------   -------------   -----------

  Cash flows from financing activities:
     Payments of noncompete obligations                                    (118)              -               -          (118)
                                                                   ------------ ---------------   -------------   -----------
      Net cash used in financing activities                                (118)              -               -          (118)
                                                                   ------------ ---------------   -------------   -----------
      Effect of exchange rates on cash                                    4,969          (3,624)              -         1,345
                                                                   ------------ ---------------   -------------   -----------
      Net decrease in cash                                              (23,041)         (7,312)              -       (30,353)
      Cash and cash equivalents at beginning of period                   36,631          11,924               -        48,555
                                                                   ------------ ---------------   -------------   -----------
      Cash and cash equivalents at end of period                     $   13,590   $       4,612    $          -    $   18,202
                                                                   ============ ===============   =============   ===========
</TABLE>

                                      16

<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations


  Certain matters discussed in this report contain forward-looking statements,
which are statements other than historical information or statements of current
condition. Statements set forth in this report or statements incorporated by
reference from documents filed with the SEC are or may be forward-looking
statements, including possible or assumed future results of the operations of
the Company, including but not limited to (a) any statements contained in this
report concerning: (i) timing, execution and results of the Company's Chapter 11
proceeding and reorganization plan, (ii) the Company's ability to generate cash
flow to service its indebtedness and meet its debt payment obligations, (iii)
the results of the Company's plans to improve its bowling centers operations,
(iv) the results of the Company's efforts to improve the Bowling Products
business, (v) the ability of the Company's management to execute the Company's
strategies, (vi) the results of operations and initiatives engaged in with
respect to the Company's Bowling Products and Bowling Centers businesses, (vii)
the results of the Company's employee incentive and retention efforts, (viii)
the outcome of existing or potential litigation, (ix) the amounts of capital
expenditures needed to maintain or improve the Company's bowling centers and (b)
any statements preceded by, followed by or including the words "believes,"
"expects," "predicts," "anticipates," "intends," "estimates," "should," "may" or
similar expressions and (c) other statements contained or incorporated in this
report regarding matters that are not historical facts.

  These forward-looking statements relate to the plans and objectives of the
Company or future operations. In light of the risks and uncertainties inherent
in all future projections and the Company's financial position, the inclusion of
forward-looking statements in this report should not be regarded as a
representation by the Company that the objectives or plans of the Company will
be achieved. Many factors could cause the Company's actual results to differ
materially from those in the forward-looking statements, including: (i) the
ability of the Subsidiary Company to continue operating as a going concern and
successfully emerge from Chapter 11 pursuant to a feasible reorganization plan
that provides for a distribution to or recovery by the Company, (ii) the timing,
execution and results of the Company's reorganization plan, (iii) the Subsidiary
Company's ability, and the ability of its management team, to carry out the
Company's business strategies, (iv) the Company's ability to sell bowling
equipment in light of the uncertainty surrounding the Company's financial
position, (v) the continuation of adverse financial results and substantial
competition in the Company's Bowling Products business, (vi) the Company's
ability to retain and attract experienced bowling center management and other
key management personnel, (vii) the Company's ability to successfully implement
initiatives designed to improve and retain customer traffic in its bowling
centers, (viii) the Company's ability to attract and retain league bowlers in
its bowling centers, (ix) the risk of adverse political acts or developments in
the Company's international markets, (x) fluctuations in foreign currency
exchange rates , (xi) continued or increased competition, (xii) the popularity
of bowling, (xiii) the decline in general economic conditions, (xiv) adverse
judgments in pending or future litigation and (xv) increases in interest rates.

  The foregoing review of important factors should not be construed as
exhaustive and should be read in conjunction with other cautionary statements
that are included elsewhere in this report. AMF Bowling, Inc. ("AMF Bowling")
undertakes no obligation to release publicly the results of any future revisions
it may make to forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.

                                      17
<PAGE>

Chapter 11

  General

  On July 30, 2001, AMF Bowling filed a voluntary petition for reorganization
under Chapter 11 with the Bankruptcy Court. AMF Bowling also remains in
possession of its assets as a debtor-in-possession under the Bankruptcy Code
("BINC Chapter 11").

  On July 2, 2001 (the "Petition Date"), Bowling Worldwide, AMF Group Holdings,
AMF Bowling Holdings Inc., AMF Bowling Products, Inc., AMF Bowling Centers
Holdings Inc., AMF Worldwide Bowling Centers Holdings, Inc., AMF Bowling
Centers, Inc., AMF Beverage Company of Oregon, Inc., AMF Beverage Company of W.
Va., Inc., Bush River Corporation, King Louie Lenexa, Inc., 300, Inc., American
Recreation Centers, Inc., Michael Jordan Golf Company, Inc., MJG-O'Hare, Inc.,
AMF Bowling Centers (Aust.) International Inc., AMF Bowling Centers (Hong Kong)
International Inc., AMF Bowling Centers International Inc., AMF BCO-UK One,
Inc., AMF BCO-UK Two, Inc., AMF BCO-France One, Inc., AMF BCO-France Two, Inc.,
AMF Bowling Centers Spain, Inc., AMF Bowling Mexico Holding Inc. and Boliches
AMF, Inc. (collectively, the "Subsidiary Debtors") filed voluntary petitions for
relief under Chapter 11 ("Chapter 11"), Title 11 of the United States Bankruptcy
Code (the "Bankruptcy Code") with the United States Bankruptcy Court for the
Eastern District of Virginia, Richmond Division (the "Bankruptcy Court"). The
Chapter 11 cases of the Subsidiary Debtors are being jointly administered, for
procedural purposes only, before the Bankruptcy Court under Case No. 01-61119-
DHA. Pursuant to Sections 1107 and 1108 of the Bankruptcy Code, the Subsidiary
Debtors continue to manage and operate their assets and businesses as
debtors-in-possession pending the confirmation of a reorganization plan and
subject to the supervision and orders of the Bankruptcy Court. The non-U.S.
subsidiaries of the Subsidiary Company did not file for relief under Chapter 11
of the Bankruptcy Code.

  The BINC Chapter 11 and the WINC Chapter 11 are not being jointly
administered.

  On August 31, 2001, the Subsidiary Debtors filed a proposed plan of
reorganization and disclosure statement in the WINC Chapter 11. The proposed
plan of reorganization was based on an enterprise value of $665 million for AMF
Group Holdings and its subsidiaries and did not provide for any distribution to
or recovery by AMF Bowling as the sole holder of the equity of AMF Group
Holdings.

  Reorganization Plan Procedures

  For 120 days after the Petition Date, the Subsidiary Debtors have the
exclusive right to propose and file a reorganization plan with the Bankruptcy
Court and an additional 60 days within which to solicit acceptance by creditors
and equity security holders to any plan so filed (the "Exclusive Period"). The
Bankruptcy Court may shorten or extend the Exclusive Period for cause shown,
and, as long as the Exclusive Period continues, no other party may file a
reorganization plan. The Subsidiary Debtors have the exclusive right to propose
and solicit acceptances of a plan of reorganization until October 30, 2001 and
December 31, 2001, respectively. In addition, the Subsidiary Debtors may request
an extension of the 120 day exclusivity period. However, there can be no
assurance that the Bankruptcy Court will grant such an extension. If the
Subsidiary Debtors fail to obtain confirmation of their proposed plan of
reorganization, any party in interest, including a creditor, an equity security
holder or a committee of creditors, following the expiration of the Exclusive
Period, may file a reorganization plan for the Subsidiary Debtors. Although
management expects to file a reorganization plan during the Exclusive Period,
there can be no assurance that the reorganization plan proposed by the
Subsidiary Debtors will be confirmed by the Bankruptcy Court, or that such plan
will be consummated.

  Under the Bankruptcy Code, the rights and treatment of prepetition creditors
and equity security holders may be substantially altered. At this time it is not
possible to predict the outcome of either of the BINC Chapter 11 or the WINC
Chapter 11 or the effect the Chapter 11 cases will have on the Subsidiary
Debtors' businesses or their creditors. Notwithstanding the foregoing,
management believes that AMF Bowling, as the sole equity security holder of AMF
Group Holdings, will not receive any distribution under any reorganization plan
in the WINC Chapter 11.

  Chapter 11 Financing and Other Matters

  On the Petition Date, the Bankruptcy Court authorized the Subsidiary Debtors
to pay prepetition and postpetition employee wages, salaries, benefits and
certain other employee obligations during the WINC Chapter 11. In addition, the
Bankruptcy Court authorized the Subsidiary Debtors to pay certain prepetition
obligations owed to critical trade creditors and contractors of the Subsidiary
Debtors. The Bankruptcy Court also authorized the Subsidiary Debtors to continue
various programs the Subsidiary Debtors maintain for the benefit of their
bowling center and bowling products customers, including the honoring of league
banking and customer deposits.

                                      18
<PAGE>

  On July 5, 2001, the Subsidiary Debtors obtained a Debtor-in-Possession
Financing Facility (the "DIP Loan") from a syndicate of banks, including
Citibank N.A., as Collateral Agent and Administrative Agent. The DIP Loan
permits the Debtors to borrow up to $75 million from time to time for general
corporate and business purposes, subject to satisfaction of drawing conditions,
and the existence of no events of default, that are customary in such
facilities. The DIP Loan is secured by a super-priority first lien on the
Subsidiary Company's assets. The Bankruptcy Court approved the DIP Loan on
August 8, 2001. The DIP Loan expires at the earlier of July 2, 2002 or
confirmation by the Bankruptcy Court of a plan of reorganization for the
Subsidiary Company. A copy of the Senior Secured Priming Debtor-in-Possession
Credit Agreement, as amended, is filed as an Exhibit hereto and incorporated
herein by reference.

  On August 3, 2001, the Subsidiary Company filed with the Bankruptcy Court its
Schedules of Assets and Liabilities and Statement of Financial Affairs, which
detail the assets and liabilities of the Subsidiary Debtors as of the Petition
Date, as reflected on the Subsidiary Company's books and records. On July 5,
2001, the Bankruptcy Court set a bar date of September 24, 2001 after which the
filing of proof of prepetition claims against the Subsidiary Debtors are no
longer accepted. This bar date also applies to the holders of executory
contracts and unexpired leases, whether or not the Subsidiary Debtors have
assumed or rejected such executory contracts or unexpired leases in accordance
with the Bankruptcy Code.

  Although the Subsidiary Debtors are authorized to operate their businesses and
manage their properties as debtors-in-possession, they may not engage in
transactions outside of the ordinary course of business without complying with
the notice and hearing provisions of the Bankruptcy Code and obtaining prior
Bankruptcy Court approval. An official committee of unsecured creditors (the
"Committee") has been formed by the United States Trustee. The Committee and
various other parties in interest, including creditors holding prepetition
claims, such as the Subsidiary Company's senior secured lenders (the "Lenders")
and bondholders, have the right to appear and be heard on applications of the
Subsidiary Debtors relating to business transactions.

  During the pendency of these Chapter 11 cases, no principal payments will be
made under the Subsidiary Company's prepetition bank debt (the "Bank Debt")
without prior Bankruptcy Court approval. On July 3, 2001, Bowling Worldwide,
with the approval of the Bankruptcy Court, paid approximately $6.6 million of
prepetition interest to the Lenders.

  On July 26, 2001, the Bankruptcy Court approved several components of the
Subsidiary Company's Bonus, Severance and Retention Program for Certain
Employees (the "Retention Program") to ensure the retention of employees who are
actively involved in, and essential to, the Subsidiary Company's restructuring.
As approved, the Retention Program consists of (1) employment retention
agreements that provide to key managers under specified circumstances a
retention bonus, as well as certain severance benefits if they are terminated
under specified conditions; (2) a special bonus plan for selected employees not
otherwise eligible for a bonus; (3) an executive retention plan for the
Subsidiary Company's Chief Executive Officer and Chief Financial Officer
promising to pay them under specified circumstances a retention bonus, and also
promising certain severance benefits if their employment terminates under
specified conditions; and (4) severance plans for specified employees not
otherwise covered by agreements that provide severance benefits.

  At this time, it is not possible to predict the outcome, or the financial
impact on the Company, of the WINC Chapter 11 or the BINC Chapter 11.
Notwithstanding the foregoing, management believes that AMF Bowling, as the sole
equity holder of AMF Group Holdings, will not receive any distribution under any
reorganization plan in the WINC Chapter 11. Unsecured claims may be satisfied at
a fraction of their face value and the equity interests in the Company may have
no value.

  The Subsidiary Company believes the DIP Loan and cash from operations should
provide the Subsidiary Company with adequate liquidity to conduct its business
during the Chapter 11 proceedings, although no assurance can be given in this
regard. The Subsidiary Company continues to evaluate its operations in light of
current and projected operating conditions and the liquidity provided by the DIP
Loan and until a plan of reorganization is approved, the Subsidiary Company's
long-term liquidity, including the availability of an exit financing facility,
and the adequacy of its capital resources cannot be determined.

                                      19
<PAGE>

     AMF Bowling has no assets or operations or source of capital other than
from a distribution in the WINC Chapter 11 on account of its equity interest in
AMF Group Holdings. Accordingly, the Company's liquidity, capital resources,
results of operations and ability to continue as a going concern are subject to
known and unknown risks and uncertainties, including those set forth above.

Background

     This discussion should be read in conjunction with the information
contained under "Selected Financial Data" and in AMF Bowling's Condensed
Consolidated financial Statements and the notes thereto included elsewhere
herein. See also "Note 1, Business Description - Organization and Restructuring"
in the Notes to the Condensed Consolidated Financial Statements.

     To facilitate a meaningful year to year comparison, in addition to
discussing the consolidated results of the Company's operations, certain
portions of this Management's Discussion and Analysis of Financial Condition and
Results of Operations discuss results of Bowling Centers and Bowling Products
separately.

     The results of operations of Bowling Centers, Bowling Products and the
consolidated group of companies are set forth below. The business segment
results presented below are before intersegment eliminations since the Company's
management believes that this provides a more accurate comparison of performance
by segment from year to year. The intersegment eliminations are not material.
Interest expense is presented on a gross basis. The comparative results of
Bowling Centers for the first six months of 2001 versus, 2000 reflect the
closing of 8 centers in 2001.

Basis of Financial Reporting

     The American Institute of Certified Public Accountant's Statement of
Position 90-7, "Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code" ("SOP 90-7") provides guidance for financial reporting by
entities that have filed petitions with the Bankruptcy Court and expect to
reorganize under Chapter 11. Under SOP 90-7, the financial statements of an
entity in a Chapter 11 reorganization proceeding should distinguish transactions
and events that are directly associated with the reorganization from those of
operations of the ongoing business as it evolves. Accordingly, SOP 90-7 requires
that the balance sheet separately classify pre-petition liabilities as those
subject to compromise. Pre-petition liabilities are reported on the basis of the
expected amount of such allowed claims, as opposed to the amount for which those
allowed claims may be settled, Revenue and expenses, realized gains and losses,
and provisions for losses resulting from the reorganization and restructuring of
the business are reported in the statement of operations separately as
reorganization items. The Company's June 30, 2001 statements have not been
adjusted to reflect the guidance in SOP 90-7 as the filing occurred subsequent
to the date of the financial statements. The Company has not completed its
assessment of the impact of SOP 90-7 on its financial statements.

     The Company's quarterly condensed consolidated financial statements have
been prepared on a going concern basis, which contemplates continuity of
operations, realization of assets and liquidation of liabilities and commitments
in the normal course of business. The WINC Chapter 11 and related circumstances
along with continued losses from operations, raise substantial doubt about the
Company's ability to continue as a going concern. The appropriateness of
reporting on the going concern basis is dependent upon, among other things,
confirmation of a plan of reorganization, future profitability of operations,
and the ability to generate sufficient cash from operations and financing
sources to meet obligations. As a result of the Company's current circumstances,
however, such realization of assets and liquidation of liabilities are
uncertain. While under the protection of Chapter 11, the Subsidiary Debtors may
sells or otherwise dispose of assets and liquidate or settle liabilities for
amounts other than those reflected in the accompanying consolidated financial
statements. Further, a plan of reorganization will likely materially change the
amounts reported in the accompanying consolidated financial statements. The
consolidated financial statements do not include any adjustments relating to
recoverability of the value of recorded asset amounts and reclassifications of
liabilities that might be necessary as a consequence of a plan of
reorganization.

                                      20
<PAGE>

                               AMF BOWLING, INC.
                            Selected Financial Data
                                  (unaudited)
                           (in millions of dollars)

<TABLE>
<CAPTION>
                                                                           Three Months                    Six Months
                                                                           Ended June 30,                 Ended June 30,
                                                                    --------------------------     --------------------------
                                                                      2001           2000             2001           2000
                                                                      ----           ----             ----           ----
<S>                                                                 <C>            <C>             <C>             <C>
Bowling Centers (before intersegment eliminations)
---------------
Operating revenue                                                   $   124.3      $   127.2       $    298.4      $    301.3
                                                                    --------------------------     --------------------------
Cost of goods sold                                                       13.0           13.5             29.7            30.8
Bowling center operating expenses (a)                                    94.8           91.5            192.5           188.5
Selling, general, and administrative expenses                             2.1            1.7              4.0             3.5
Restructuring charges                                                       -              -                -               -
Refinancing charges                                                       1.2              -              2.0               -
Depreciation and amortization                                            26.9           27.7             54.5            55.1
                                                                    --------------------------     --------------------------
Operating income (loss)                                             $   (13.7)     $    (7.2)      $     15.7      $     23.4
                                                                    ==========================     ==========================
Bowling Products (before intersegment eliminations)
----------------
Operating revenue                                                   $    33.1      $    38.5       $     68.6      $     76.9
Cost of goods sold (b)                                                   27.0           28.1             56.5            57.1
                                                                    --------------------------     --------------------------
Gross profit                                                              6.1           10.4             12.1            19.8
Selling, general, and administrative expenses (c)                         9.5            7.6             16.3            14.5
Restructuring charges                                                     0.2              -              0.2               -
Refinancing charges                                                       0.4              -              0.6               -
Depreciation and amortization                                             5.9            6.0             12.2            12.0
                                                                    --------------------------     --------------------------
Operating loss                                                      $    (9.9)     $    (3.2)      $    (17.2)     $     (6.7)
                                                                    ==========================     ==========================
Consolidated
------------
Operating revenue                                                   $   151.4      $   160.7       $    357.1      $    370.2
                                                                    --------------------------     --------------------------
Cost of goods sold (b)                                                   34.7           37.2             77.3            80.6
Bowling center operating expenses (a)                                    94.0           91.1            191.4           188.0
Selling, general, and administrative expenses (c)                        15.8           14.4             28.8            28.3
Restructuring charges                                                     0.6              -              0.6               -
Refinancing charges                                                       9.1              -             13.1               -
Depreciation and amortization                                            33.5           33.8             67.4            67.2
                                                                    --------------------------     --------------------------
Operating income (loss)                                                 (36.3)         (15.8)           (21.5)            6.1
Interest expense, gross                                                  36.9           32.1             78.1            64.1
Other expense, net                                                        0.4            1.8              4.3             1.1
                                                                    --------------------------     --------------------------
Loss before income taxes                                                (73.6)         (49.7)          (103.9)          (59.1)
Provision for income taxes                                                0.4            1.0              3.1             2.1
                                                                    --------------------------     --------------------------
Net loss before equity in loss of joint ventures                        (74.0)         (50.7)          (107.0)          (61.2)
Equity in loss of joint ventures                                            -           (0.5)               -            (0.6)
                                                                    --------------------------     --------------------------
Net loss                                                            $   (74.0)     $   (51.2)      $   (107.0)     $    (61.8)
                                                                    ==========================     ==========================
Selected Data:
--------------
   EBITDA (d)
     Bowling Centers                                                $    14.4      $    20.5       $     72.2      $     78.5
     Bowling Products                                               $    (3.4)     $     2.8       $     (4.2)     $      5.3

   EBITDA margin (e)
     Bowling Centers                                                     11.6%          16.1%            24.2%           26.1%
     Bowling Products                                                   -10.3%           7.3%            -6.1%            6.9%
</TABLE>
_________________________________________________________
(a) Results for the three and six months ended June 30, 2001 include $4.5
million recorded for prepetition expenses incurred but not yet invoiced as of
June 30, 2001.
(b) Results for the three and six months ended June 30, 2001 include $0.4
million recorded for prepetition expenses incurred but not yet invoiced as of
June 30, 2001.
(c) Results for the three and six months ended June 30, 2001 include $0.1
million and $0.2 million recorded by Bowling Products and Corporate,
respectively, for prepetition expenses incurred but not yet invoiced as of June
30, 2001.
(d) EBITDA represents operating income before depreciation, amortization,
restructuring and refinancing charges.
(e) Represents EBITDA as a percentage of operating revenues.

                                      21
<PAGE>

Bowling Centers

  The Bowling Centers results shown in "Selected Financial Data" reflect both
U.S. and international bowling centers operations.  To facilitate a meaningful
comparison, the constant center results discussed below reflect the results of
499 centers that had been in operation one full fiscal year as of December 31,
2000. Bowling Centers derives its revenue from three principal sources: (i)
bowling, (ii) food and beverage and (iii) other sources, such as shoe rental,
amusement games, billiards and pro shops.  For the six months ended June 30,
2001, bowling, food and beverage and other revenue represented 58.4%, 27.5% and
14.1% of total Bowling Centers revenue, respectively. For the six months ended
June 30, 2000, bowling, food and beverage and other revenue represented 58.2%,
27.5% and 14.3% of total Bowling Centers revenue, respectively.

Quarter Ended June 30, 2001 Compared to Quarter Ended June 30, 2000

  Bowling Centers operating revenue decreased $2.8 million, or 2.2%, compared
with prior year.  A decrease of $0.4 million, or 0.4%, was attributable to U.S.
constant centers, primarily as a result of lower lineage offset by price
increases in open play revenue, and food and beverage and ancillary revenue
associated with open play traffic in the second quarter of 2001.  International
constant centers operating revenue decreased $2.7 million, or 9.5%, in part due
to unfavorable currency translation of results.  On a constant currency basis,
international constant centers operating revenue would have been $0.3 million
lower compared with prior year.  Total operating revenue increased by $1.0
million attributable to four newly acquired U.S. centers and increased by $1.4
million attributable to thirteen joint venture centers, which were previously
50% owned, acquired in December 2000 and two newly constructed centers in
Australia. A decrease of $2.1 million in total operating revenue was
attributable to nine centers that were closed since June 30, 2000.

  Cost of goods sold decreased $0.5 million, or 3.9%, primarily as a result of
closing centers.

  Operating expenses increased $3.3 million, or 3.7%.  An increase of $5.0
million was attributable to constant centers and an increase of $2.2 million was
attributable to new centers. A decrease of $1.1 million was attributable to
lower regional, district and support staff operations expenses and a decrease of
$2.8 million was attributable to closed centers.  As a percentage of its
revenue, Bowling Centers operating expenses were 76.2% for the second quarter of
2001 compared with 71.9% for the second quarter of 2000.  Operating expenses in
the second quarter of 2001 reflect an additional accrual of approximately $4.5
million recorded for pre-petition expenses incurred but not yet invoiced as of
June 30, 2001.

  Selling, general and administrative expenses increased $0.4 million, or 23.6%,
compared with the same period in 2000, primarily as a result of higher
international constant centers costs.

  EBITDA decreased $6.0 million, or 29.3%. EBITDA margin for the second quarter
of 2001 was 11.6% compared with 16.1% for the second quarter of 2000.

Six Months Ended June 30, 2001 Compared to Six Months Ended June 30, 2000

  Bowling Centers operating revenue decreased $2.8 million compared with prior
year.  An increase of $4.6 million, or 2.0%, was attributable to U.S. constant
centers, primarily as a result of price increases in open play revenue, and food
and beverage and ancillary revenue associated with open play traffic in the
first six months of 2001 which offset lower lineage.  International constant
centers operating revenue decreased $6.6 million, or 11.0%, in part due to
unfavorable currency translation of results.  On a constant currency basis,
international constant centers operating revenue would have been $0.3 million
lower compared with prior year. Total operating revenue increased by $2.7
million attributable to four newly acquired U.S. centers and increased by $2.9
million attributable to thirteen joint venture centers, which were previously
50% owned, acquired in December 2000 and two newly constructed centers in
Australia. A decrease of $6.4 million in total operating revenue was
attributable to nine centers that were closed since June 30, 2000.

  Cost of goods sold decreased $1.1 million, or 3.6%, primarily as a result of
closing centers.

                                       22
<PAGE>

  Operating expenses increased $4.0 million, or 2.1%.  An increase of $7.5
million was attributable to constant centers and an increase of $4.3 million was
attributable to new centers. A decrease of $1.9 million was attributable to
lower regional, district and support staff operations expenses and a decrease of
$5.9 million was attributable to closed centers.  As a percentage of its
revenue, Bowling Centers operating expenses were 64.5% for the first six months
of 2001 compared with 62.6% for the first six months of 2000.  Operating
expenses in the second quarter of 2001 reflect an additional accrual of
approximately $4.5 million recorded for pre-petition expenses incurred but not
yet invoiced as of June 30, 2001.

  Selling, general and administrative expenses increased $0.6 million, or 17.1%,
compared with the same period in 2000, primarily as a result of higher
international constant centers costs.

  EBITDA decreased $6.3 million, or 8.0%. EBITDA margin for the first six months
of 2001 was 24.2% compared with 26.1% for the first six months of 2000.

Bowling Products

Quarter Ended June 30, 2001 Compared to Quarter Ended June 30, 2000

  Bowling Products operating revenue includes sales of New Center Packages and
Modernization and Consumer Products) decreased $5.4 million, or 14.0%.  Revenue
from sales of New Center Packages ("NCPs", which include all the equipment
necessary to outfit a new bowling center or expand an existing bowling center)
decreased $6.4 million, or 52.5%, primarily as a result of decreased sales to
Asia, Europe and distributors. Modernization and Consumer Products (which
include modernization equipment, supplies, spare parts and consumable products)
revenue increased $1.0 million, or 3.8%, primarily as a result of increased
sales to North America.

  Gross profit decreased $4.3 million, or 41.3%, primarily as a result of
decreased sales volume and unabsorbed manufacturing variances.  Cost of sales in
the second quarter of 2001 reflect an additional accrual of approximately $0.4
million recorded for pre-petition expenses incurred but not yet invoiced as of
June 30, 2001.

  Selling, general and administrative expenses increased $1.9 million, or 25.0%.
Selling, general and administrative expenses in the second quarter of 2001
reflect an additional accrual of approximately $0.1 million recorded for pre-
petition expenses incurred but not yet invoiced as of June 30, 2001.

  EBITDA was $(3.4) million in the second quarter of 2001 compared with $2.8
million in the second quarter of 2000. The negative EBITDA margin in the second
quarter of 2001 compared with 7.3% in the second quarter of 2000, primarily as a
result of the decrease in sales and gross profit.

Six Months Ended June 30, 2001 Compared to Six Months Ended June 30, 2000

  Bowling Products operating revenue decreased $8.3 million, or 10.8%.  Revenue
from sales of NCPs decreased $1.5 million, or 6.3%, primarily as a result of
decreased sales to distributors. Modernization and Consumer Products revenue
decreased $6.8 million, or 12.8%, primarily as a result of decreased sales to
Asia, Europe and North America.

  Gross profit decreased $7.7 million, or 38.9%, primarily as a result of
decreased sales volume and unabsorbed manufacturing variances. Cost of sales in
the second quarter of 2001 reflect an additional accrual of approximately $0.4
million recorded for pre-petition expenses incurred but not yet invoiced as of
June 30, 2001.

  Selling, general and administrative expenses increased $1.8 million, or 12.4%.
Selling, general and administrative expenses in the second quarter of 2001
reflect an additional accrual of approximately $0.1 million recorded for pre-
petition expenses incurred but not yet invoiced as of June 30, 2001.

  EBITDA was $(4.2) million in the first six months of 2001 compared with $5.3
million in the first six months of 2000. The negative EBITDA margin in the first
six months of 2001 compared with 6.9% in the first six months of 2000, primarily
as a result of the decrease in sales and gross profit.

                                       23
<PAGE>

Consolidated

Depreciation and Amortization

  Depreciation and amortization decreased $0.3 million, or 0.9%, in the second
quarter of 2001, and increased $0.2 million, or 0.3%, in the six months ended
June 30, 2001.  This decrease was primarily a result of the impact of foreign
currency exchange rates which reduced the U.S. dollar amount of depreciation of
foreign assets.

Interest Expense

  Gross interest expense increased $4.8 million, or 15.0%, in the second quarter
of 2001 and $14.0 million, or 21.8%, in the six months ended June 30, 2001.
Interest incurred on Bank Debt increased primarily due to higher average
borrowing rates.  As a result of the default under the Credit Agreement that
existed prior to the Petition Date, the Company paid interest to the Lenders at
Citibank's customary base rate plus a margin ranging from 2.75% to 3.75% and a
2% increment for default interest rates until the Petition Date.  See "--
Liquidity" and "--Capital Resources" for further discussion of the Bank Debt.
Non-cash bond interest amortization totaled $2.8 million and $12.1 million for
the quarter and six months ended June 30, 2001, respectively, compared with
$10.5 million and $20.6 for the quarter and six months ended June 30, 2000,
respectively.  Bowling Worldwide's 12 1/4% Series B Senior Subordinated Discount
Notes (the "Senior Subordinated Discount Notes") began to accrue cash interest
on March 16, 2001.

Income Taxes

  The Company files a consolidated federal income tax return.  As of June 30,
2001, the Company had net operating losses of approximately $450.3 million and
foreign tax credits of $11.5 million that will carry over to future years to
offset U.S. income taxes.  The foreign tax credits will begin to expire in the
fiscal year 2001 and the net operating losses will begin to expire in the fiscal
year 2011. The Company has recorded a valuation reserve, as of December 31,
2000, for $210.3 million related to net operating losses, foreign tax credits
and other deferred tax assets that the Company may not utilize prior to their
expirations. The tax provision recorded for the quarter and six months ended
June 30, 2001 and 2000 primarily reflects certain international taxes. The
utilization of the net operating losses may be significantly limited by future
events related to the reorganization of the Subsidiary Debtors and AMF Bowling.

Net Loss

  Net loss in the second quarter and six months ended June 30, 2001 totaled
$74.0 million and $107.0 million, respectively, compared with a net loss of
$51.2 million and $61.8 million in the second quarter and six months ended June
30, 2000, respectively.  In addition to the impact of changes in EBITDA,
depreciation, interest and taxes discussed above, the Company recorded $0.5
million and $0.6 million in equity in loss of joint ventures in the second
quarter and six months, respectively, ended June 30, 2000.  Additionally, the
Company recorded other expense of $0.4 million and $4.3 million in the first
quarter and six months ended June 30, 2001, respectively, primarily related to
foreign exchange losses compared with other expense of $1.8 million and $1.1
million in the first quarter and the six months ended June 30, 2000,
respectively.

Liquidity - Capital Resources - Capital Expenditures

  General

  As discussed in "Note 1. Business Description - Organization and
Restructuring," on the Petition Date, the Subsidiary Debtors and, thereafter,
AMF Bowling filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code. The Subsidiary Debtors will continue to conduct business in the
ordinary course as debtors-in-possession under the protection of the Bankruptcy
Court.

  On August 8, 2001, the Bankruptcy Court approved a $75 million DIP Loan.
Subject to compliance with certain conditions that are customary in revolving
credit facilities such as this, the DIP Loan is generally available to be drawn
on by the Subsidiary Company for its general corporate and business needs.  The
DIP Loan expires at the earlier of July 2, 2002 or confirmation of a plan of
reorganization by the Bankruptcy Court.  As of August 22, 2001, the outstanding
debt under this facility was approximately

                                       24
<PAGE>

$5.0 million. See Note 1. "Business Description - Organization and
Restructuring" for further discussion of the DIP Loan.

  The Subsidiary Company believes that cash on hand, amounts available under the
DIP Loan and cash from operations will enable the Subsidiary Company to meet its
current liquidity and capital expenditure requirements during the Chapter 11
cases, although no assurances can be given in this regard. Until a plan of
reorganization is approved, the Subsidiary Company's long-term liquidity,
including the availability and terms of an exit financing facility, and the
adequacy of its capital resources cannot be determined.

  AMF Bowling has no assets or operations or source of capital other than from a
distribution in the WINC Chapter 11 on account of its equity interest in AMF
Group Holdings. Accordingly, the Company's liquidity, capital resources, results
of operations and ability to continue as a going concern are subject to known
and unknown risks and uncertainties, including those set forth above.

  Liquidity

  Working capital on June 30, 2001 was $(1,318.4) million compared with
$(1,284.1) million on December 31, 2000, a decrease of $34.3 million.  Prior to
the Petition Date, Bowling Worldwide was in default under the Credit Agreement,
its Senior Subordinated Discount Notes and its 10 7/8% Series B Senior
Subordinated Notes (the "Senior Subordinated Notes").  As a result of such
defaults, the Company's debt and the Subsidiary Company's debt has been
reclassified as current. Decreases in working capital were attributable to a
decrease of $8.6 million in inventory, a decrease if $0.5 million in accounts
receivable, an increase of $6.7 million in accounts payable and accrued expenses
and a decrease of $30.4 million in cash. These decreases in working capital were
partially offset by an increase in working capital attributable to an increase
of $6.6 million in other current assets and a decrease of $5.3 million in
current portion of long-term debt.

  Net cash used by operating activities was $13.2 million for the six months
ended June 30, 2001 compared with net cash provided of $7.3 million for the six
months ended June 30, 2000, a difference of $20.5 million. A decrease of $45.2
million was attributable to a net loss of $107.0 million recorded in the first
six months of 2001 compared with a net loss of $61.8 million in the same period
in 2000, a decrease of $0.6 million was due to lower loss in equity of joint
ventures, a decrease of $14.3 million was attributable to increased levels of
other assets and a decrease of $8.5 million was due to lower levels of bond
amortization. These decreases were partially offset by an increase of $23.7
million attributable to lower levels of inventory, an increase of $4.7 million
attributable to changes in income taxes payable, an increase of $13.4 million
attributable to changes in accounts payable and accrued expenses, an increase
$4.4 million attributable to decreased levels of accounts receivable and an
increase of $1.6 million attributable to changes in other operating activities
and an increase of $0.3 million was attributable to higher levels of
depreciation and amortization.

  Net cash used in investing activities was $18.4 million for the six months
ended June 30, 2001 compared with $31.2 million for the six months ended June
30, 2000, a difference of $12.8 million. Purchases of property and equipment
decreased by $14.2 million in 2001. Proceeds from the sale of property and
equipment decreased $3.2 million in 2001.  Acquisitions of operating units, net
of cash acquired decreased $1.8 million.  See "--Capital Expenditures" for
additional discussion of purchases of property and equipment.

  Net cash used in financing activities was $0.1 million for the six months
ended June 30, 2001 compared with net cash provided of $6.7 million for the six
months ended June 30, 2000, a difference of $6.8 million.  Proceeds from long-
term debt decreased $29.1 million.  Payments on long-term debt decreased $22.1
million. For the six months ended June 30, 2000, the Company made $17.1 million
of scheduled principal payments under the Term Facilities and $5.0 million of
unscheduled principal payments under the Bank Facility.  The Subsidiary Company
made no principal payments under the Term Facilities or Bank Facility for the
six months ended June 30, 2001. See "Note 5. Long-Term Debt" in the Notes to
Condensed Consolidated Financial Statements and "--Capital Resources."

  As a result of the aforementioned, cash decreased by $30.4 million for the six
months ended June 30, 2001 compared with a decrease of $19.6 million for the six
months ended June 30, 2000.

  Capital Resources

  The Subsidiary Company's total indebtedness is primarily a result of the
financing of the Acquisition and the Company's bowling center acquisition
program. At June 30, 2001, the Subsidiary Company's debt consisted of $614.1
million of borrowings under the Credit Agreement, a mortgage in principal amount
of $2.0 million

                                       25
<PAGE>

and a capital lease in the principal amount of $1.1 million (collectively, the
"Senior Debt"), $250.0 million of Bowling Worldwide's Senior Subordinated Notes,
$277.0 million of Senior Subordinated Discount Notes and $165.9 million of AMF
Bowling's zero coupon convertible debentures due 2018.

  As of June 30, 2001, the Subsidiary Company had no available borrowing
capacity under the Credit Agreement with $249.0 million outstanding and $8.4
million of standby and documentary letters of credit. See "Note 1. Business
Description--Organization and Restructuring" and "Note 5. Long-Term Debt" in the
Notes to Condensed Consolidated Financial Statements.

  During the first six months of 2001, the Subsidiary Company funded its cash
needs through cash flows from operations. AMF Bowling and Bowling Worldwide
incurred cash interest expense of $64.1 million in 2001, including $13.6 million
on the Senior Subordinated Notes due on March 15, 2001 and not paid. During the
pendency of the Debtors' Chapter 11 cases, no principal payments will be made on
the Bank Debt without prior Bankruptcy Court approval. On July 3, 2001, Bowling
Worldwide, with the approval of the Bankruptcy Court, paid approximately $6.6
million of prepetition interest to the Lenders. For the six months ended June
30, 2000 AMF Bowling and Bowling Worldwide incurred cash interest expense of
$42.6 million.

 Capital Expenditures

  The Subsidiary Company's capital expenditures were $18.5 million in the first
six months of 2001 compared with $32.7 million for the first six months of 2000,
a decrease of $14.2 million. Bowling Products expenditures decreased $1.0
million. Company-wide information systems expenditures decreased $4.8 million.
Bowling Centers maintenance and modernization expenditures decreased $8.4
million primarily as a result of a program to install Xtreme bowling equipment
at most U.S. AMF Bowling centers in 2000.

Seasonality and Market Development Cycles

  The financial performance of Bowling Centers is seasonal. Cash flows typically
peak in the winter and reach their lows in the summer. While the geographic
diversity of Bowling Centers has helped reduce this seasonality in the past, the
increase in the number of U.S. centers owned by the Company resulting from
acquisitions has accentuated the seasonality of that business.

  Modernization and Consumer Products sales also display seasonality.  The
beginning of league play in the fall of each year drives the U.S. market, which
is the largest market for Modernization and Consumer Products.  While operators
purchase consumer products throughout the year, they often place larger orders
during the summer in preparation for the start of league play in the fall.
Summer is also generally the peak period for installation of modernization
equipment. Operators typically sign purchase orders for modernization equipment
during the first four months of the year after they receive winter league
revenue indications. Equipment is then shipped and installed during the summer
when leagues are generally less active. However, sales of some modernization
equipment, such as automatic scoring and synthetic lanes, are less predictable
and fluctuate from year to year because of the longer life cycle of these major
products.

                                       26
<PAGE>

International Operations

  The Subsidiary Company's international operations are subject to the usual
risks inherent in operating abroad, including, but not limited to, currency
exchange rate fluctuations, economic and political fluctuations and
destabilization, other disruption of markets, restrictive laws, tariffs and
other actions by foreign governments (such as restrictions on transfer of funds,
import and export duties and quotas, foreign customs, tariffs and value added
taxes and unexpected changes in regulatory environments), difficulty in
obtaining distribution and support for products, the risk of nationalization,
the laws and policies of the United States affecting trade, international
investment and loans, and foreign tax law changes.

  The Subsidiary Company has a history of operating in a number of international
markets, in some cases, for over 30 years. As in the case of other U.S.-based
manufacturers with export sales, local currency devaluation increases the cost
of the Company's bowling equipment in that market. As a result, a strengthening
U.S. dollar exchange rate adversely impacts sales volume and profit margins
during such periods.

  Foreign currency exchange rates also impact the translation of operating
results from international bowling centers.  For the six months ended June 30,
2001, revenue and EBITDA of international bowling centers represented 15.6% and
21.9% of consolidated revenue and EBITDA, respectively.  For the six months
ended June 30, 2000, revenue and EBITDA of international bowling centers
represented 16.4% and 23.2% of consolidated revenue and EBITDA, respectively.

  The demand for NCPs remains below the peak levels achieved during 1997.
Management believes this is the result of continued market weakness in the Asia
Pacific region, as well as the limited availability of construction financing
for customers and the lack of a significant emerging market to replace China,
Korea and Taiwan.

  China has strengthened enforcement of its import restrictions by requiring the
payment of full customs duties and value-added taxes on the importation of new
and used capital goods.  The Chinese government also prohibits importation of
used capital equipment without permits.  Permits for the importation of used
bowling equipment are very difficult to obtain.  Local Chinese companies,
however, are not subject to the same restrictions. Management believes that
these import restrictions will continue for the foreseeable future as a barrier
against the sale of the Subsidiary Company's products. Management is presently
reviewing its alternatives for selling bowling products in China.

  NCP unit sales to China, Japan and other countries in the Asia Pacific region
represented 59.2% of total NCP unit sales in 2001 compared with 39.6% in 2000.
Economic difficulties in the Asia Pacific region and increased competition in
general have both affected sales of NCPs.  NCP sales totaled $22.4 million in
the six months of 2001, representing a decrease of 6.0% from 2000. NCP shipments
were 621 units for 2001, representing a decrease of 30.8%. See "--Seasonality
and Market Development Cycles."

Impact of Inflation

  The Subsidiary Company has historically offset the impact of inflation through
price increases and expense reductions. Periods of high inflation could have a
material adverse impact on the Company to the extent that increased borrowing
costs for floating rate debt may not be offset by increases in cash flow. There
was no significant impact on the Company's operations as a result of inflation
for the six months ended June 30, 2001 and 2000, respectively.

Environmental Matters

  The Subsidiary Company's operations are subject to federal, state, local and
foreign environmental laws and regulations that impose limitations on the
discharge of, and establish standards for the handling, generation, emission,
release, discharge, treatment, storage and disposal of, certain materials,
substances and wastes.

  The Subsidiary Company currently and from time to time is subject to
environmental claims. In management's opinion, the various claims in which the
Subsidiary Company currently is involved are not likely to have a material
adverse impact on its financial position or results of operations. However, it
is not possible to ensure the ultimate outcome of such claims.

                                       27
<PAGE>

  The Subsidiary Company cannot predict with any certainty whether existing
conditions or future events, such as changes in existing laws and regulations,
may give rise to additional environmental costs. Furthermore, actions by
federal, state, local and foreign governments concerning environmental matters
could result in laws or regulations that could increase the cost of producing
the Subsidiary Company's products, or providing its services, or otherwise
adversely affect the demand for its products or services.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

  The Subsidiary Company is exposed to market risk from changes in foreign
currency exchange rates and interest rates, which could impact its results of
operations and financial condition. The Company manages its exposure to these
risks through its normal operating and financing activities and through the use
of interest rate cap agreements with respect to interest rates. There were no
other material derivative instrument transactions during any of the periods
presented.

  The Subsidiary Company has generally accepted the exposure to exchange rate
movements relative to its investment in foreign operations without using
derivative financial instruments to manage the risk. As in the case of other
U.S.-based manufacturers with export sales, local currency devaluation increases
the cost of the Company's bowling equipment in that market. As a result, a
strengthening U.S. dollar exchange rate may adversely impact sales volume and
profit margins during such periods. Foreign currency exchange rates can also
affect the translation of operating results from international bowling centers.
For the six months ended June 30, 2001, revenue and EBITDA of international
bowling centers represented 15.6% and 21.9% of consolidated revenue and EBITDA,
respectively. For the six months ended June 30, 2000, revenue and EBITDA of
international bowling centers represented 16.4% and 23.2% of consolidated
revenue and EBITDA, respectively.

  The Subsidiary Company uses interest rate cap agreements to mitigate the
effect of changes in interest rates on the Subsidiary Company's variable rate
borrowings under its Credit Agreement. While the Subsidiary Company is exposed
to credit risk in the event of non-performance by the counterparty to interest
rate swap agreements, in all cases such counterparty is a highly-rated financial
institution, and the Company does not anticipate non-performance. The Subsidiary
Company does not hold or issue derivative financial instruments for trading
purposes or speculation. The following table provides information about the
Subsidiary Company's fixed and variable rate debt, weighted average interest
rates and respective maturity dates (dollar amount in millions.)

<TABLE>
<CAPTION>
                                                      Weighted                 Weighted
                                                      Average       Variable   Average
                                           Fixed      Interest       Rate      Interest
                             Maturity    Rate Debt      Rate         Debt      Rate (a)
                            ---------   ----------   ---------    ----------  ---------
                            <S>         <C>          <C>          <C>         <C>
                             2001(b)      $ 696.0      10.51 %      $614.1      12.03 %
</TABLE>

_____________________________
(a)  The weighted average interest rate is calculated using the default rates of
     interest that increases the original weighted average interest rate by 2.0%
(b)  As a result of Bowling Worldwide's defaults under the Senior Subordinated
     Notes and the Credit Agreement, all long-term debt of the Company and the
     Subsidiary Company has been classified as currently due.


                                       28
<PAGE>

  During September 2000, Bowling Worldwide entered into an interest rate cap
agreement with Goldman Sachs Credit Partners, L.P. (the "Counterparty") to
reduce the interest rate risk of its Bank Debt. The table below summarizes the
interest rate cap agreement at June 30, 2001:

                                    Notional
                                     Amount
           Expiration Date        (in millions)     Cap Rate (a)
           ---------------        -------------     ------------
           October 2, 2001          $   15.0          7.5000 %
____________________________
(a) The cap rate is the 3-month U.S. Dollar-London Interbank Offer Rate ("USD-
    LIBOR") quoted by the Counterparty.

  Bowling Worldwide paid a fixed fee of $7,000 for the interest rate cap.
Bowling Worldwide will receive quarterly payments from the Counterparty if the
quoted 3-month USD-LIBOR on the quarterly floating rate reset dates is above the
respective cap rate.

                                    PART II

Item 1. Legal Proceedings

  On April 22, 1999, a putative class action was filed in the United States
District Court for the Southern District of New York by Vulcan International
Corporation against AMF Bowling, The Goldman Sachs Group, L.P., Goldman, Sachs &
Co., Morgan Stanley & Co. Incorporated, Cowen & Company, Schroder & Co., Inc.,
Richard A. Friedman and Douglas J. Stanard.  The complaint has subsequently been
amended to, among other things, include additional named plaintiffs.  The
plaintiffs, as putative class representatives for all persons who purchased
Common Stock in the Company's initial public offering of Common Stock (the
"Initial Public Offering") or within 25 days of the effective date of the
registration statement related to the Initial Public Offering, seek, among other
things, damages and/or rescission against all defendants jointly and severally
pursuant to Sections 11, 12 and/or 15 of the Securities Act of 1933 based on
allegedly inaccurate and misleading disclosures in connection with and following
the Initial Public Offering.  Management believes that the litigation is without
merit and intends to defend it vigorously.

  In June 1998, Harbin Hai Heng Bowling Entertainment Co. Ltd. ("Hai Heng")
filed an action against AMF Bowling Products, an indirect subsidiary of Bowling
Worldwide, in the Harbin Intermediate People's Court in Heilongjing, China.  Hai
Heng sought to recover $3 million to $4 million in damages relating to 38 NCPs
purchased from AMF. Hai Heng asserted that the poor quality of the 38 NCPs
entitled Hai Heng to recover the purchase price and damages for lost profits and
the cost of storing the NCPs.

  On November 6, 1998, the court awarded Hai Heng approximately $3.5 million.
AMF Bowling Products appealed the award to the High People's Court of
Heilongjing Province (the "People's Court").  Prior to completion of the appeal
review, the President of the People's Court on February 11, 1999 issued a
judgment in favor of Hai Heng for approximately $2.8 million and ordered Hai
Heng to return 24 NCPs to AMF Bowling Products.  AMF Bowling Products filed an
appeal to the Supreme People's Court in Beijing (the "Supreme Court"). AMF
Bowling Products has been advised that the Supreme Court has declined to review
the case and the People's Court judgment is now final.

  On July 2, 2001, Bowling Worldwide and certain of its subsidiaries, including
AMF Bowling Products, filed petitions for relief under Chapter 11 of the
Bankruptcy Code.  On July 30, 2001 AMF Bowling, Inc. also filed a petition under
Chapter 11.  The filing of petitions for relief under the Bankruptcy Code stops
the enforcement of judgements and the commencement or continuation of certain
actions and proceedings.  The effect of the stay outside of the United States is
uncertain.

  In addition, the Company currently and from time to time is subject to claims
and actions arising in the ordinary course of its business, including
environmental claims, employee and workers' compensation claims, and
personal injury claims from customers of Bowling Centers.  In some actions,

                                       29
<PAGE>

plaintiffs request punitive or other damages that may not be covered by
insurance. Certain of these litigations is subject to the automatic stay
effected by the Chapter 11 filing. In management's opinion, the claims and
actions in which the Company is involved will not have a material adverse impact
on its financial position or results of operations.  However, it is not possible
to predict the outcome of such claims and actions.

Item 6.   Exhibits and Reports on Form 8-K

(a)  Exhibits

          10.1      Senior Secured Priming Debtor-in-Possession Credit Agreement
                    (the "DIP Credit Agreement") dated as of July 5, 2001 among
                    Bowling Worldwide, AMF Group Holdings, the Subsidiary
                    Guarantors named in this agreement (the "Subsidiary
                    Guarantors"), the Initial Lenders and the Initial Issuing
                    Bank named in this agreement (the "Initial Lenders") and
                    Citibank, N.A. (the "Agent").

          10.2      Amendment No. 1 to the DIP Credit Agreement dated as of July
                    27, 2001 among Bowling Worldwide, AMF Group Holdings, the
                    Subsidiary Guarantors, the Initial Lenders and the Agent.

          10.3      Security Agreement dated as of July 5, 2001 from the
                    Grantors referred to in the agreement to the Agent.


(b)  Reports on Form 8-K:  None.


                                       30
<PAGE>

                                   SIGNATURES

  Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

AMF Bowling, Inc.
(Registrant)


  /s/ Stephen E. Hare                        September 21, 2001
-----------------------------------
Stephen E. Hare
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

                                       31