Exhibit 99.12
[FORM OF INFORMATION AGENT AGREEMENT]
June , 1999
AMF Bowling, Inc.
0000 XXX Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
This Letter Agreement sets forth the terms and conditions pursuant to which
AMF Bowling, Inc. (the "Company") has retained X. X. Xxxx & Co., Inc. ("King")
in connection with a proposed rights offering.
The Company proposes to distribute transferable rights to subscribe for the
Company's common stock (the "Rights") pro rata to the holders of the Company's
common stock and to issue shares of the Company's common stock upon exercise of
the Rights (the "Rights Offering").
1. The Company hereby retains King as Information Agent for advisory and
consulting services in connection with the Rights Offering and requests and
authorizes King to contact, and to provide information with respect to the
Rights Offering to, brokers, banks, nominees and institutions and Rights
holders. These services shall also include receiving telephone calls from
and making telephone calls to Rights holders. For this purpose, King is
authorized to use, and will be supplied by the Company with as many copies
as King may reasonably request of, the following materials filed with the
Securities and Exchange Commission (the "Commission") or publicly released
(or to be filed or publicly released) by the Company in connection with the
Rights Offering (collectively, the "Rights Offering Materials"): (i)
Prospectus; (ii) Form of Rights Certificate; (iii) Instructions to
Stockholders; (iv) Notice of Guaranteed Delivery; (v) DTC Participant
Over-Subscription Exercise Form and DTC Participant Conditional
Over-Subscription Exercise Form; (vi) Letter to Stockholders Who Are Record
Holders; (vii) Letter to Stockholders Who Are Beneficial Holders; (viii)
Letter to Clients of Stockholders; (ix) Nominee Holder Certification Form;
(x) Substitute Form W-9 for Use with Rights Offering; (xi) Beneficial Owner
Election Form; and (xii) any and all amendments or supplements to any of
the foregoing.
2. The Company agrees to pay King as compensation for its services a fee of
$_____, $_____ of which is due upon execution of this agreement, and the
balance of which is
AMF Bowling, Inc.
June , 1999
Page 2
due upon the completion, expiration or termination, as the case may be, of
the Rights Offering. In the event the Company extends the term of the
Rights Offering, the Company agrees to pay King an additional monthly fee
of $_______. Further, the Company agrees to pay King $______ for each
completed telephone contact (incoming or outgoing) in connection with the
Rights Offering. The Company further agrees to reimburse King for all
reasonable out-of-pocket expenses (including reasonable counsel's fees and
disbursements) incurred by King in retention hereunder. The Company will
pay such expenses upon completion, expiration or termination, as the case
may be, of the Rights Offering. The Company agrees and acknowledges that
its obligation under this paragraph 2 is not in any way conditional upon
the successful consummation of the Rights Offering or dependent upon the
number of shares of the Company's common stock purchased by Rights holders
pursuant to the Rights Offering.
3. The Company agrees that King shall have the right to review and comment
upon any and all references to King in the Rights Offering Materials. The
Company shall not file with the Commission, any other governmental or
regulatory authority or body or any court, or otherwise make public, any
document containing any reference to King to which reference King
reasonably objects.
4. The Company will advise King promptly of the occurrence of any event which
would cause it not to proceed with, or to withdraw or abandon the Rights
Offering. The Company will also advise King promptly of any proposal or
requirement to amend or supplement any of the Rights Offering Materials.
5. The Company hereby agrees to indemnify and hold harmless King, King's
controlling persons, officers, directors, employees, agents and
representatives (collectively, the "Indemnified Persons") from and against
any and all losses, claims, damages, liabilities and expenses ("Losses")
whatsoever (including but not limited to, all reasonable counsel fees,
disbursements and other out-of-pocket expenses) incurred by such
Indemnified Persons in investigating, preparing to defend or defending (or
appearing or preparing for appearance as a witness in connection with) any
claim, litigation, proceeding, investigation, or governmental or stock
exchange inquiry, commenced or threatened or any claim whatsoever arising
out of, relating to or in connection with the Rights Offering except for
any Losses arising out of, relating to or in connection with (i) King's
failure to comply with this agreement or (ii) the bad faith, willful
misconduct or negligence of King or King's controlling persons, officers,
directors, employees, agents or representatives. The Company shall
reimburse such Indemnified Persons for such reasonable counsel fees and
disbursements and other out-of-pocket expenses reasonably promptly after
they are paid or incurred by such Indemnified Persons. The foregoing
indemnity shall be in addition to any liability which the Company might
otherwise have to the Indemnified Persons.
6. King agrees to notify the Company promptly of the assertion of any claim
against any of the Indemnified Persons in connection with the Rights
Offering. The Company may elect
AMF Bowling, Inc.
June , 1999
Page 3
to assume the defense of the Indemnified Persons and upon such election the
defense shall be conducted by the Company's counsel who shall be reasonably
satisfactory to the Indemnified Persons who are defendants in the action or
proceeding. Notwithstanding the Company's election to assume the defense of
such action or proceeding, an Indemnified Person may employ separate
counsel to represent it or defend it in such action or proceeding at such
Indemnified Person's sole expense; provided, however, that the Company will
pay the reasonable fees and expenses of such counsel as set forth above if
the Company and the Indemnified Party are both named parties to such action
or proceeding and such Indemnified Person reasonably determines that there
are defenses available to such Indemnified Person that are different from,
or in addition to, those available to the Company, or if a conflict of
interest exists which makes representation by counsel chosen by the Company
not advisable; provided further, however, that the Company will not be
required to pay the fees and expenses of more than one separate counsel for
all Indemnified Persons in any jurisdiction in any single action or
proceeding. The Company shall not settle or compromise any such action or
proceeding without the Indemnified Person's prior written consent, which
consent shall not be unreasonably withheld. The Company shall not be liable
for any settlement of any action or proceeding effected without the written
consent of the Company, which consent shall not be unreasonably withheld.
7. The indemnity agreement contained in paragraphs 5 and 6 above shall remain
operative and in full force and effect regardless of the termination,
expiration or consummation of the Rights Offering.
8. This agreement shall be construed and enforced in accordance with the laws
of the State of New York (without reference to its conflict of laws
doctrine).
If any provision of this agreement shall be held illegal or invalid by any
court, this agreement shall be construed and enforced as if such provision had
not been contained herein and shall be deemed an agreement between the parties
hereto to the fullest extent permitted by law.
AMF Bowling, Inc.
June , 1999
Page 4
If the foregoing correctly sets forth the understanding between the Company
and King, please indicate acceptance thereof in the space provided below for
that purpose, whereupon this letter and the Company's acceptance shall
constitute a binding agreement between the parties hereto.
X.X. XXXX & CO., INC.
By:
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Xxxxxx X. Xxxx
Senior Vice President
Accepted as of the date first above written:
AMF BOWLING, INC.
By:
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[Name]
[Title]