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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

OR

Commission File Number 001-12131

AMF BOWLING WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

8100 AMF Drive

Richmond, Virginia 23111

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(804) 730-4000

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  None

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  ¨

Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).  Yes  ¨  No  x

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes  x  No  ¨

Aggregate market value of voting common stock held

by non-affiliates of the registrant as of December 27, 2002

$45,292,950

10,000,000 shares of common stock issued and outstanding or issuable under the Registrant’s Plan of

Reorganization as of September 19, 2003

DOCUMENTS INCORPORATED BY REFERENCE:  None.

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AMF BOWLING WORLDWIDE, INC.

Annual Report on Form 10-K

June 29, 2003

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PART I

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

Certain matters discussed in this report contain forward-looking statements, which are statements other than historical information or statements of current condition. Statements in this report or statements incorporated by reference from documents filed with the Securities and Exchange Commission (“SEC”) are or may be forward-looking statements, including possible or assumed future results of the operations of AMF Bowling Worldwide, Inc., a Delaware corporation (“Worldwide” and, together with its subsidiaries, the “Company”), including but not limited to:

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, projections or plans of the Company will be achieved. Many factors could cause the Company’s actual results to differ materially from those in any forward-looking statements, including, but not limited to:

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The foregoing review should not be construed as exhaustive and should be read in conjunction with other cautionary statements included elsewhere in this report. The Company 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 this date or to reflect the occurrence of unanticipated events.

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ITEM 1. BUSINESS

General Business

The Company is engaged in two business segments:

The Company is the largest operator of bowling centers in the world with 475 centers in operation as of June 29, 2003, comprised of 378 centers in the U.S. and 97 bowling centers operating in five foreign countries. As of June 29, 2003, Centers owned the real estate at 296 of its bowling centers and leased the real estate at 179 of its bowling centers.

Products is one of the two largest manufacturers of bowling center equipment in the world. Products revenue consists of two major sales categories:

Products also manufactures and sells its Playmaster, Highland and Renaissance brands of billiard tables.

Worldwide serves as the corporate headquarters of the Company. Its employees provide certain management and administrative services for Centers and Products. Worldwide’s business operations and operating assets are held in subsidiaries. U.S. Centers is primarily operated through AMF Bowling Centers, Inc. (“AMF Centers”), a wholly owned, indirect subsidiary of Worldwide. International Centers is operated through separate, indirect subsidiaries of Worldwide that operate bowling centers in various countries. Products is primarily operated through AMF Bowling Products, Inc. (“AMF Products”), which is a wholly owned, indirect subsidiary of Worldwide.

Change of Fiscal Year

On March 20, 2002, the Company’s Board of Directors approved the change of the Company’s fiscal year end from December 31 to the Sunday closest to June 30. This results in fiscal years having 52 or 53 weeks. Previously, the Company’s fiscal year ran from January 1 through December 31. The Company also adopted a retail calendar year, with each quarter comprised of one 5-week period and two 4-week periods. As a result of these changes, the fiscal year covered by this report began on July 1, 2002 and ended on June 29, 2003 (“Fiscal Year 2003”).

Background

In 1996, an investor group acquired the Company. At the time, the Company operated approximately 200 U.S. and 79 international bowling centers and also owned Products. In connection with the acquisition, the Company became a wholly owned subsidiary of AMF Group Holdings Inc. (“Group Holdings”), which was a wholly owned subsidiary of AMF Bowling, Inc. (“AMF Bowling”).

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The Company implemented a business strategy that included:

To finance this strategy, AMF Bowling completed an initial public offering of common stock in 1997 and a sale of zero coupon convertible debentures in 1998. The Company also borrowed under its senior secured credit agreement dated May 1, 1996, as amended and restated (the “Old Credit Agreement”), to fund its acquisition program.

In 1998, after acquiring approximately 260 bowling centers, management recognized that Centers revenue and cash flow from operations (as measured on a constant center basis) had generally declined. Rapid growth led to problems in integrating new centers and managing the expanded operations. At the same time, management recognized that Products revenue and cash flow from operations were declining as demand for NCPs dropped and product quality and order fulfillment problems began to adversely impact sales. These problems caused the Company to curtail its acquisition program and focus on improving operations.

In mid-1999, management implemented initiatives designed to improve the Company’s performance. It soon became apparent that these initiatives would take longer than expected, that projected cash flows were insufficient to service long term debt obligations and that the filing of a voluntary petition for relief under Chapter 11 (“Chapter 11”), Title 11 of the United States Bankruptcy Code, was the most effective way to restructure the Company’s balance sheet.

Chapter 11 and Emergence

On July 2, 2001 (the “Petition Date”), Worldwide and certain of its U.S. subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 with the United States Bankruptcy Court for the Eastern District of Virginia, Richmond Division (the “Bankruptcy Court”). After the Petition Date, AMF Bowling, the Company’s former indirect parent, filed a separate petition for relief under Chapter 11.

On February 1, 2002, the Bankruptcy Court confirmed the Second Amended Second Modified Joint Plan of Reorganization (the “Plan”) of the Debtors. The Plan became effective on March 8, 2002 (the “Effective Date”), which is the date on which the Debtors emerged from Chapter 11. As part of the Plan, the Company entered into a senior secured credit agreement with Bankers Trust Company, as Administrative Agent, and certain other lenders dated as of February 28, 2002 (the “Credit Agreement”). The Company also entered into an indenture dated as of March 8, 2002 (the “Indenture”), providing for the issuance of $150.0 million aggregate principal amount of 13.00% Senior Subordinated Notes due 2008 (the “Subordinated Notes”).

Pursuant to the Plan, as of the Effective Date:

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Pursuant to the Plan, after the Effective Date, the Company:

Upon distribution of all shares of Common Stock under the Plan, the Company will have issued approximately 10,000,000 shares of Common Stock.

AMF Bowling, the indirect parent of Worldwide prior to the Effective Date, did not receive any distribution under the Plan based upon its equity interest in Group Holdings. The Company is no longer affiliated with AMF Bowling or Group Holdings.

Fresh Start Accounting

In connection with its emergence from Chapter 11, the Company applied fresh start accounting to its financial statements in accordance with Statement of Position (“SOP”) 90-7 “Financial Reporting by Entities in Reorganization under the Bankruptcy Code”. Under SOP 90-7, the reorganization value of the Company, which was established for purposes of the Plan, was allocated to its various assets in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141 “Business Combinations” and its liabilities were stated at their present values.

Although the Effective Date of the Plan was March 8, 2002, the consummation of the Plan was reflected as of February 28, 2002, the end of the Company’s most recent fiscal month prior to the Effective Date. The Company, as it existed prior to the Effective Date, is sometimes referred to as the “Predecessor Company” and, as it existed on and after the Effective Date, is sometimes referred to as the “Reorganized Company.” The operating results and cash flows of the Reorganized Company and the Predecessor Company are separately presented as a result of the application of fresh start accounting at February 28, 2002. The financial statements of the Company after the Effective Date are not comparable with the Predecessor Company’s financial statements.

Historical Financial Statements

The accompanying historical consolidated financial statements for periods prior to January 1, 2002 do not reflect the effects resulting from the Company’s emergence from the Chapter 11 proceeding, but instead represent the financial position and capital structure as of the dates indicated. As such, among other things, the historical consolidated financial statements do not reflect the effects of the cancellation of indebtedness that resulted from the Chapter 11 proceeding, the Company’s post-Plan capital structure or the application of fresh start accounting. The application of fresh start accounting resulted in the revaluation of the Company’s long lived assets. This revaluation lowered depreciation and amortization expense in periods subsequent to February 2002. Also, in accordance with SFAS No. 142 “Goodwill and Other Intangible Assets,” the Company wrote off its goodwill at January 1, 2002, significantly reducing amortization expense in periods subsequent to December 31, 2001.

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Business Segments

Centers

As of June 29, 2003, the Company operated 378 bowling centers in 40 states and Puerto Rico and 97 bowling centers in five foreign countries: Australia (47), the United Kingdom (34), Mexico (9), France (4) and Japan (3). Centers contributed approximately 84% of the Company’s revenue during Fiscal Year 2003.

Centers derives revenue from three sources:

In Fiscal Year 2003, bowling, food and beverage sales and Ancillary Sources represented 58.4%, 27.4% and 14.2% of total revenue, respectively.

Bowling, the largest component of a center’s revenue, is derived from recreational play and league play, each representing approximately 50% of annual bowling revenue in U.S. Centers. Recreational play includes open, or unscheduled, play and managed, or scheduled play (such as birthday or corporate parties). Recreational lineage has generally been flat to slightly positive over the past few years. Leagues in U.S. Centers typically include multiple teams of four to five players each. They are organized (“floored”) in late summer and generally play through mid spring. League lineage (number of games bowled per lane per day) has been declining for a number of years. Management is attempting to offset the decline in league lineage by attracting more recreational bowlers.

The decline in revenue that would otherwise be expected from the decline in lineage has been generally offset with price increases, yielding modest net constant center revenue growth and improvement in cash flow from operations for U.S. Centers for the past few years.

International Centers, which operates in five different countries, has a bowling lineage mix of approximately 66% recreational lineage and 34% league lineage. Lineage has been declining for a number of years. Australia has experienced the most significant decline in lineage, particularly in league play. Similar to U.S. Centers, International Centers management is attempting to offset this decline with increased recreational play by targeting corporate events and birthday parties.

With the exception of Australia, the impact on revenue from the decline in International Centers lineage has also been generally offset with inflationary price increases. This minimized the decline in revenue during Fiscal Year 2003.

Products

Products contributed approximately 16% of the Company’s revenue during Fiscal Year 2003 (excluding intersegment sales to Centers). Products revenue is split between NCP and Modernization and Consumer Products. Currently, NCP sales account for approximately 20% of Products revenue and Modernization and Consumer Products sales account for approximately 80%. NCP revenue includes revenue from the sale of Factory Certified Packages, which are combinations of refurbished pinspotters, new automatic scoring systems, lanes, bowler seating and other components.

During the early to mid-1990’s, NCP revenue represented a higher portion of Products revenue because international demand was unusually strong and was fueled by the growth of bowling in the Asia Pacific region. Sales of NCPs peaked in 1997 at 4,576 units, or approximately 55% of Products revenue. Products contributed approximately 40% of the Company’s revenue in 1997 (excluding intersegment sales to Centers). Economic

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difficulties in the late 1990’s in the Asia Pacific region abruptly ended this period of strong demand. In Fiscal Year 2003, sales of NCP units increased to 877 units compared with 765 units in the twelve month period ended June 30, 2002. Ongoing economic difficulties in a number of countries and regions, the limited availability of financing for customers desiring to build new bowling centers and the lack of significant markets to replace the Asia Pacific region continue to limit the demand for NCPs.

Sales of Modernization and Consumer Products to bowling center operators provide a more stable base of recurring annual revenue than NCP sales. Some products in this category, such as bowling pins, are typically replaced annually to maintain a center. Other products, while purchased less frequently, are necessary to modernize a center or to replace worn out equipment.

Products revenue typically includes approximately $15.0 to $20.0 million annually of intersegment sales to Centers. Intersegment sales are eliminated from the Company’s consolidated financial results but are reflected in the Products results.

Products also manufactures and sells billiard and game tables, sales of which generate approximately $13.0 million of annual revenue. The billiards business maintains an independent management team, manufacturing operation and sales force. Sales are primarily to distributors in North America.

See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Note 16. Geographic Segments” and “Note 17. Business Segments” in the Notes to Consolidated Financial Statements for additional information regarding business and geographic segments.

Business Strategy

U.S. Centers

During the Chapter 11 proceeding, the Company concentrated on stabilizing the operations of U.S. Centers. U.S. Centers is today focused on delivering a positive customer experience, including leagues, families, birthday parties and corporate events.

Management is implementing seven key initiatives to support this strategy. Five initiatives focus on customer experience and two focus on operating performance:

Customer experience

Operating performance

U.S. Centers periodically reviews its asset base. In these reviews, it evaluates an individual center’s operating cash flow. Where a center operates on leased premises, management also considers anticipated increases in rent that might adversely impact cash flow from operations. As a result of these reviews, the Company has closed approximately 10 bowling centers per year over the past five years.

U.S. Centers capital expenditures have been directed towards maintaining the physical condition of its centers and have ranged between $27.0 and $43.0 million annually for the past three years.

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International Centers

International Centers has significant operations in Australia (47), the United Kingdom (34) and Mexico (9) where it enjoys critical mass and a favorable competitive position.

Since the conclusion of the Chapter 11 proceeding, International Centers principal objective has been to stabilize and improve operating performance. International Centers initiatives are similar to those of U.S. Centers and include:

To elevate the quality of its training programs for center managers, International Centers intends to take advantage of training materials developed by the U.S. Centers training school. In addition, International Centers is seeking to attract and retain higher quality managers.

U.S. Centers marketing team assists International Centers in developing and implementing more effective marketing materials. Members of U.S. Centers marketing team communicate and coordinate regularly with country managers in International Centers to improve marketing programs and share best practices and materials.

International Centers capital expenditures have been directed towards maintaining the physical condition of its centers and have ranged between $7.5 and $11.7 million annually for the past three years. International Centers built one new center in Australia in Fiscal Year 2003.

Management is implementing cost reduction initiatives to improve the operating performance of International Centers. International Centers continues to evaluate its operations and may decide to close individual centers. As part of this evaluation, International Centers ceased operating bowling centers in Hong Kong, in which management believed the Company lacked the critical mass to operate effectively and sold these centers in March 2003. The selling activity related to this sale was initiated prior to the period ended June 30, 2002.

Products

Since 1998, Products has undergone a series of organizational restructurings to properly match its operating expenses to current market conditions and to address a range of operational issues, including replacing its functionally focused organization with five product-oriented divisions, each led by a general manager. Products continues to implement the following initiatives:

Products sells through a direct sales force and through a network of distributors and manufacturer representatives. To support its direct sales and maximize efficiencies in Europe, Products maintains central administrative, accounting and warehousing functions in Rotterdam, the Netherlands.

Seasonality

Centers business is seasonal, primarily due to the bowling league season that begins in late summer and ends in mid spring. Cash flow from operations typically peaks in the winter and is lower in the summer.

Products sales are also seasonal, most notably in Modernization and Consumer Products in the U.S. While U.S. bowling center operators purchase spare parts, supplies and consumer products throughout the year, they often place

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larger orders during the late spring and early summer in preparation for the start of league play in the late summer. Summer is also generally the peak period for installation of modernization equipment in the U.S. Operators in the U.S. typically sign purchase orders for modernization equipment during the spring, which is then shipped and installed during the summer when U.S. bowling centers usually have fewer bowlers.

Industry and Competition

Centers

Bowling is both a competitive sport and a recreational entertainment activity and as such, faces competition from numerous other sporting and leisure alternatives. Centers performance and operating results are affected by many factors, including weather, the quality of the customer experience, the availability and affordability of other sports, recreational and entertainment alternatives, the amount of customer leisure time, as well as various other social and economic factors over which the Company has no control. Centers competes with other bowling centers primarily through customer service, quality of bowling equipment, location and facilities.

The U.S. bowling center industry is highly fragmented. There are approximately 5,000 bowling centers that are owned by single-center and small-chain operators. Of these, approximately 2,000 have 24 lanes or more. In addition to the Company, there is only one other large bowling center operator, Brunswick Corporation, which operates approximately 105 centers. There are three smaller chains that together operate approximately 55 bowling centers.

The international bowling center industry is also fragmented. Except for the United Kingdom, there are few bowling chain operators in countries in which International Centers operates. International Centers is the second largest operator of centers in the United Kingdom, with two other chains operating approximately 55 and 22 centers, respectively.

Products

The Company and Brunswick Corporation are the two largest manufacturers of bowling center equipment and are the only full-line manufacturers of equipment and supplies that compete on a global basis. Management believes full-line manufacturers have a competitive advantage in the case of equipment packages, such as NCPs, where purchasers often desire to buy all of the bowling equipment necessary to outfit a new center from a single supplier.

Products competes with other manufacturers primarily through price, service and after sale support. Management believes that the abundant supply of lower priced, used bowling equipment and additional competition from overseas manufacturers, which may enjoy a lower cost structure, have adversely impacted the Company’s competitive position. In addition, because purchasers of NCPs are often start-up businesses, current political and economic conditions increase the difficulty that purchasers face in obtaining financing to build and equip new bowling centers.

In the sale of Modernization and Consumer Products, the Company competes with Brunswick Corporation as well as with a large number of smaller companies.

Management expects the trend toward lower cost products and price competition to continue.

International Operations

The Company’s international operations are subject to the usual risks inherent in operating internationally, including, but not limited to, currency exchange rate fluctuations, economic and political instability, 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 U.S. affecting trade, international investment and loans, and foreign tax law changes. As is the case of other U.S. based manufacturers with export sales, local currency devaluation increases the cost of

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Products bowling equipment. In addition, local currency devaluation negatively impacts the translation of operating results from International Centers.

Employees

Centers

As of September 1, 2003, Centers had approximately 14,600 full- and part-time employees worldwide, of which approximately 12,100 were employed in the U.S. and approximately 2,500 were employed internationally. The split between full-time and part-time employees is approximately 35% and 65%. The Company believes its relations with its Centers employees are satisfactory. Substantially all Centers employees are non-union employees.

Products

As of September 1, 2003, Products had 638 full-time employees worldwide, of which 403 were employed in manufacturing and 235 in sales, service, logistics and administration. The Company believes its relations with its Products employees are satisfactory. None of these employees are union members.

Corporate

As of September 1, 2003, corporate had 123 full-time employees. The Company believes its relations with its corporate employees are satisfactory.

Website Access to SEC Reports

The Company files annual, quarterly and current reports, amendments to those reports and other information with the SEC. The address of the Company’s website is www.amf.com. Through a link to the SEC’s Internet site on the “Company Information” portion of its website, the Company makes available all of its filings with the SEC. This information is available as soon as the filing is accepted by the SEC.

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ITEM 2. PROPERTIES

Centers

As of June 29, 2003, the Company operated 378 bowling centers in the U.S. and Puerto Rico and 97 centers in five other countries. The average age of its U.S. bowling centers, including leased centers, is over 30 years. A typical bowling center has approximately 1,000 square feet of total space per bowling lane. The Company’s average bowling center in U.S. Centers has 38 lanes while International Centers average is 25 lanes.

During Fiscal Year 2003, the Company permanently closed eight bowling centers in the U.S., and temporarily closed one bowling center due to fire damage. The following table profiles U.S. Centers as of June 29, 2003:

U.S. CENTERS

During Fiscal Year 2003, the Company closed two bowling centers in Australia, one bowling center in the United Kingdom, and one bowling center in Hong Kong. In addition, the Company sold its remaining three bowling centers in Hong Kong. The selling activity related to this sale was initiated prior to the period ended June 30, 2002. The Company opened one new bowling center in Australia. The following table profiles International Centers as of June 29, 2003:

INTERNATIONAL CENTERS

The Company’s bowling center leases are subject to periodic renewal. Twenty-seven leases for bowling centers in U.S. Centers have leases that expire during the next three years, of which ten have renewal options at fixed rent increases. Six leases for bowling centers in International Centers have leases that expire during the next three years, none of which have renewal options at fixed rent increases. Management believes that it will generally be successful in renewing expiring center leases. There can be no assurance, however, that the Company will be able to renew leases, absent a favorable fixed rent in the option, at rents that would permit the Company to maintain or increase existing cash flow margins or on terms that are otherwise favorable to the Company. In addition, in light of the age of the Company’s bowling centers, which may require significant capital expenditures for maintenance, the Company may choose not to renew leases for marginally performing bowling centers. If the Company is unable to renew leases at rents that allow centers to remain profitable or management chooses not to renew leases, absent acquiring or building additional centers, the number of bowling centers will decrease.

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Products and Corporate

As of June 29, 2003, Products owned or leased facilities at three locations in the U.S. Two are used for its bowling equipment business and one is used for its billiards business.

U.S. FACILITIES

INTERNATIONAL FACILITIES

At June 29, 2003, Products leased all of its international facilities.

For information concerning material liens against the Company’s owned real estate, see “Note 8. Long-Term Debt” in the Notes to Consolidated Financial Statements.

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ITEM 3. LEGAL PROCEEDINGS

Under the Plan, the Bankruptcy Court retained jurisdiction over certain matters, including matters relating to claims objections, litigation pending in the Bankruptcy Court at the time of confirmation, and specific matters relating to the implementation and consummation of the Plan. In management’s opinion, the matters over which the Bankruptcy Court retained jurisdiction are not expected to have a material adverse impact on the Company’s financial position or results of operations. See “Item 1. Business—Chapter 11 and Emergence” for additional information regarding the Chapter 11 proceeding.

The Company currently and from time to time is subject to claims and actions arising in the ordinary course of its business, including general liability, workers’ compensation and environmental claims. In some actions, plaintiffs request punitive or other damages that may not be covered by insurance. In management’s opinion, the claims and actions in which the Company is involved are not expected to have a material adverse impact on its financial position or results of operations. In addition, AMF Centers is a defendant in certain actions alleging violations of federal legislation involving unsolicited communications. The plaintiffs in these actions seek statutory damages and have requested geographically-limited class certifications. It is not possible at this time to predict the outcome of such actions.

Regulatory Matters

There are no unique regulations applicable to bowling center operations or bowling equipment manufacturing. State and local governments require bowling centers to hold permits to sell alcoholic beverages, and, although regulations vary from state to state, once permits are issued, they generally remain in place indefinitely (except for routine renewals).

Environmental Matters

The 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 Company currently and from time to time is subject to environmental claims. In management’s opinion, the various claims in respect of which the Company currently is involved, are not likely to have a material adverse impact on its financial position or results of operations.

The 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 Company’s products, or providing its services, or otherwise adversely affect the demand for its products or services.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

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PART II

ITEM 5. MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The common stock of Worldwide issued and outstanding prior to the Effective Date, which was wholly owned by Worldwide’s former parent, Group Holdings, was cancelled on the Effective Date. The Former Secured Creditors received 9,249,987 shares of Common Stock and the Subordinated Notes as part of their distribution under the Plan. The Common Stock and the Subordinated Notes were issued in reliance on the provisions of Section 1145(a)(1) of the Bankruptcy Code that exempt the initial offer and distribution, and certain resales, of those securities from registration under the federal securities laws (the “Bankruptcy Code Exemption”). The Company also distributed to the holders of the Old Subordinated Notes and certain other holders of allowed unsecured claims under the Plan an aggregate of 708,702 shares of Common Stock, 1,667,677 Series A Warrants and 1,629,342 Series B Warrants in full satisfaction of their claims. An additional 41,297 shares of Common Stock, 97,028 Series A Warrants and 94,795 Series B Warrants will be issued from time to time in accordance with the terms of the Plan to the Remaining Former Unsecured Creditors in full satisfaction of their claims. Upon completion of all distributions of Common Stock under the Plan, the Company will have issued approximately 10,000,000 shares of Common Stock.

Neither the Common Stock, the Warrants nor the Subordinated Notes are listed or quoted on any national securities exchange or national market system or registered under the Securities Exchange Act of 1934, as amended. There is no recognized public trading market for the Common Stock or the Subordinated Notes, although trades of relatively small amounts of the Common Stock, the Warrants and the Subordinated Notes have occurred from time to time.

The Common Stock trades under the symbol “ABWI.OB” on the OTC Bulletin Board. As of June 27, 2003, there were approximately 65 holders of the Common Stock as reflected on Depository Trust Company’s security position listing at that date. The table below sets forth the high and low closing prices for the Common Stock for each fiscal period since the Effective Date.

Because the trading market for the Common Stock is extremely thin, there can be no assurance that the high and low closing prices set forth above reflect the actual value of the Common Stock. Worldwide is prohibited under the Credit Agreement and the Indenture from paying cash dividends and does not anticipate paying any cash dividends on the Common Stock for the foreseeable future.

See “Note 14. Equity” in the Notes to the Consolidated Financial Statements for a more detailed description of certain terms of Worldwide’s equity securities.

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ITEM 6. SELECTED FINANCIAL DATA

The selected financial data set forth below for the fiscal periods indicated were derived from the Company’s audited consolidated financial statements for the fiscal year ended June 29, 2003, the four months ended June 30, 2002, the two months ended February 28, 2002 and each of the years in the four year period ended December 31, 2001. The data should be read in conjunction with the Company’s Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that appear elsewhere in this report. The selected financial data for periods prior to December 31, 2001 do not reflect the Company’s emergence from Chapter 11 but instead represent its financial position and capital structure prior to the implementation of the Plan. As such, among other things, the data does not reflect the effects of the cancellation of indebtedness resulting from the Chapter 11 proceeding, the Company’s post-Plan capital structure or the application of fresh start accounting. Also, in accordance with SFAS No. 142, the Company wrote off its goodwill as of January 1, 2002.

The Company’s consolidated financial statements for the year ended December 31, 2001 and two month period ended February 28, 2002 were prepared in accordance with SOP 90-7, which provides guidance for financial reporting by entities that reorganize under Chapter 11. Under SOP 90-7, the reporting entity must distinguish between transactions and events directly associated with its Chapter 11 proceeding from those stemming from the operations of its ongoing business. The net cost associated with discontinued or reorganized operations are reported in the statement of operations separately as “reorganization items, net.”

Under SOP 90-7, the reorganization value of the Company, which was established for purposes of the Plan, was allocated to its various assets in accordance with SFAS No. 141 and the liabilities were stated at their present values. The application of SOP 90-7 resulted in the write down of certain long lived assets.

In addition to the effects of fresh start accounting, the comparability of the selected financial data is affected by the Company’s bowling center acquisition program. In 1998, Centers acquired 83 bowling centers from unrelated sellers for an aggregate purchase price of $156.8 million. In 1999, Centers acquired one center for a purchase price of $1.4 million. In 2000, Centers acquired 4 centers (excluding 13 centers that were owned in a joint venture between the Company and Playcenter S.A., a Brazilian entertainment company, until the Company acquired the 50% interest of Playcenter S.A. in December 2000) for a combined purchase price of $8.6 million. Since January 1, 2001, Centers has not acquired any bowling centers.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Chapter 11 and Emergence

On July 2, 2001, the Debtors filed voluntary petitions for relief under Chapter 11 with the Bankruptcy Court. The Bankruptcy Court confirmed the Plan on February 1, 2002. The Plan became effective on March 8, 2002, which is the date on which the Debtors emerged from Chapter 11. As part of the Plan, Worldwide entered into the Credit Agreement with Bankers Trust Company, as Administrative Agent, and certain other lenders. Worldwide also entered into the Indenture providing for the issuance of the Subordinated Notes. Pursuant to the Plan, as of the Effective Date, the Old Credit Agreement, the Old Subordinated Notes and substantially all of the Company’s other pre-Petition Date indebtedness were discharged.

As of February 28, 2002, Worldwide borrowed $290.0 million under the Term Facility and $10.0 million under the Revolver provided by the Credit Agreement. These funds were used to make cash payments to satisfy certain claims and expenses required to be paid in cash under the Plan. Subsequently, the outstanding $10.0 million borrowing under the Revolver was repaid. The Revolver remains available for Worldwide’s working capital and general corporate needs, subject to customary borrowing conditions.

Pursuant to the Plan, as of the Effective Date:

Pursuant to the Plan, after the Effective Date, the Company:

Upon distribution of all shares of Common Stock under the Plan, the Company will have issued approximately 10,000,000 shares of Common Stock.

AMF Bowling, the indirect parent of Worldwide prior to the Effective Date, did not receive any distribution under the Plan based upon its equity interest in Group Holdings. The Company is no longer affiliated with AMF Bowling or Group Holdings.

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Background

To facilitate a meaningful comparison, certain portions of this Management’s Discussion and Analysis of Financial Condition and Results of Operations discuss results of Centers and Products separately.

The results of operations of Centers, 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 this provides a more accurate comparison of performance by segment. The intersegment eliminations are included in the consolidated results and are not material. The comparative results of Centers for Fiscal Year 2003 versus Fiscal Year 2002 reflect the closing of 45 centers and the opening of one center.

The following discussion should be read in conjunction with the consolidated financial statements of the Company and the notes thereto set forth in this report. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year. Certain totals may be affected by rounding. Unless the context otherwise indicates, dollar amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are in millions.

As required under the Sarbanes-Oxley Act of 2002, the SEC issued final rules on January 22, 2002, to address the disclosure of certain financial information that is calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles (“GAAP”). In response to the SEC’s ruling, the Company will discuss results of operations and financial condition in terms of GAAP measurements, such as net income, cash flow from operating activities and operating income.

On March 20, 2002, the Board of Directors approved the change of the Company’s fiscal year end from December 31 to the Sunday closest to June 30. This results in fiscal years having 52 or 53 weeks. Previously, the Company’s fiscal year ran from January 1 through December 31. The Company also adopted a retail calendar year, with each quarter comprised of one 5-week period and two 4-week periods.

The following table describes the periods presented in the Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the related notes thereto:

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Consolidated Results

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Fiscal Year 2003 compared with Fiscal Year 2002.

The Company’s operating revenue was $667.6 million in Fiscal Year 2003 compared with $679.7 million in Fiscal Year 2002, a decrease of $12.1 million, or 1.8%. This decrease was primarily due to a $12.9 million, or 2.2%, decline in Centers operating revenue, primarily due to the closing of 45 centers since June 2001. Constant centers operating revenue increased $4.9 million, or 0.9%. Products revenue increased $0.7 million, or 0.6%

The Company’s operating income was $39.3 million in Fiscal Year 2003 compared with a $14.5 million loss in Fiscal Year 2002, an increase of $53.8 million. In addition to the changes in depreciation and amortization, restructuring, refinancing and other charges discussed below, operating income in Fiscal Year 2003 increased primarily due to a $11.0 million decrease in selling, general and administrative expenses primarily attributable to charges in Products recorded in Fiscal Year 2002 of $6.8 million reflecting increased reserves for accounts receivable, the adjustment of the net carrying value of certain other assets and liabilities of $2.5 million, charges of $0.7 million for certain legal matters and reserves, a $8.7 million decrease in bowling center operating expenses primarily attributable to bowling center closings and a $9.3 million decrease in cost of goods sold. The Company’s total decrease in operating expenses of $65.9 million, or 9.5% more than offset the $12.1 million decline in operating revenue, resulting in the $53.8 million improvement in operating income.

Transition Period compared with Predecessor Company 2001 Six Months.

The Company’s operating revenue was $341.9 million in the Transition Period compared with $357.1 million in the prior period, a decrease of $15.2 million, or 4.3%. This decrease was primarily due to a $13.1 million, or 19.1%, decline in Products operating revenue. Products results were negatively impacted by the absence of a strong NCP market and price competition. Centers revenue decreased $3.2 million, or 1.1%, primarily due to closing 27 centers. Constant centers operating revenue increased $3.3 million, or 1.2%.

The Company’s operating income was $12.9 million in the Transition Period compared with an $18.5 million loss in the prior period, an increase of $31.4 million. Operating income in the Transition Period increased primarily due to a $10.4 million decrease in costs of goods sold, a $7.2 million decrease in Centers operating expenses, a $9.4 million decrease in restructuring, refinancing and other charges, and a $20.6 million decrease in depreciation and amortization expense. The Company’s total decrease in operating expenses of $46.6 million, or 12.4%, more than offset the $15.2 million decline in operating revenue, resulting in the $31.4 million improvement in operating income.

Fiscal Year 2001 compared with Fiscal Year 2000.

The Company’s operating revenue was $694.9 million in Fiscal Year 2001 compared with $715.0 million in Fiscal Year 2000, a decrease of $20.1 million, or 2.8%. This decrease was primarily due to a $14.9 million, or 9.8%, decline in Products operating revenue, primarily due to the decline of the Asia Pacific region. Centers operating revenue decreased $3.3 million, or 0.6% primarily due to negative trends in foreign currency exchange rates.

The Company’s operating loss was $45.8 million in Fiscal Year 2001 compared with a $57.1 million loss in Fiscal Year 2000, an improvement of $11.3 million. Operating loss in Fiscal Year 2001 decreased primarily due to a $28.5 million decrease in cost of goods sold, an $8.9 million decrease in Centers operating expenses, and a $5.9 million decrease in depreciation and amortization. The Company’s total decrease in operating expenses of $31.4 million, or 4.1%, more than offset the $20.1 million decline in operating revenue, resulting in the $11.3 million improvement in operating income.

Restructuring, Asset Impairment, Refinancing and Special Charges

Fiscal Year 2003. In Fiscal Year 2003, the Company recorded approximately $1.1 million related to asset impairment charges representing the difference between the fair market value and carrying value of impaired assets of closed bowling centers in the U.S.