-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MED1X10tK2C14FW+SI/avXC9tyOYcIPmq5zYIDz2bXOXFTB+p3hlm7ADcltt6qWK uEa1b1QeTl1zR39RBXBuzg== 0001193125-08-242286.txt : 20081124 0001193125-08-242286.hdr.sgml : 20081124 20081124171901 ACCESSION NUMBER: 0001193125-08-242286 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081124 DATE AS OF CHANGE: 20081124 GROUP MEMBERS: GEI CAPITAL V, LLC GROUP MEMBERS: GREEN EQUITY INVESTORS SIDE V, L.P. GROUP MEMBERS: GREEN V HOLDINGS, LLC GROUP MEMBERS: LEONARD GREEN & PARTNERS, L.P. GROUP MEMBERS: LGP MANAGEMENT, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIFE TIME FITNESS INC CENTRAL INDEX KEY: 0001076195 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 411689746 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79937 FILM NUMBER: 081211297 BUSINESS ADDRESS: STREET 1: 2902 CORPORATE PLACE CITY: CHANHASSEN STATE: MN ZIP: 55317 BUSINESS PHONE: 952-229-7543 MAIL ADDRESS: STREET 1: 2902 CORPORATE PLACE CITY: CHANHASSEN STATE: MN ZIP: 55317 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Green Equity Investors V, L.P. CENTRAL INDEX KEY: 0001449644 IRS NUMBER: 205864271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

 

 

 

Life Time Fitness, Inc.

(Name of Issuer)

 

 

Common Stock, $0.02 par value

(Title of Class of Securities)

 

 

53217R207

(CUSIP Number)

 

 

Jennifer Bellah Maguire

Gibson, Dunn & Crutcher LLP

333 South Grand Avenue

Los Angeles, California 90071-3197

(213) 229-7986

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

November 17, 2008

(Date of Event Which Requires Filing of Statement on Schedule 13D)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box.  ¨

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 30267U 10 8   Schedule 13D   Page 2 of 14 Pages

 

  (1)  

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

            Green Equity Investors V, L.P.

    
  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  x

(b)  ¨

    
  (3)  

SEC Use Only:

 

    
  (4)  

Source of Funds (See Instructions):

 

            BK

    
  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

   ¨
  (6)  

Citizenship or Place of Organization:

 

            Delaware

    

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH:  

  

  (7)    Sole Voting Power

 

                0

 

  (8)    Shared Voting Power

 

                3,632,408

 

  (9)    Sole Dispositive Power

 

                0

 

(10)    Shared Dispositive Power

 

                3,632,408

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

            3,632,408

    
(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

   ¨
(13)  

Percent of Class Represented by Amount in Row (11):

 

9.2% beneficial ownership of the voting stock based upon 39,712,101 shares of Common Stock outstanding as reported in the Issuer’s 10-Q for the quarter ended September 30, 2008.

    
(14)  

Type of Reporting Person (See Instructions):

 

            PN

    

 

CUSIP No. 30267U 10 8   Schedule 13D   Page 3 of 14 Pages

 

  (1)  

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

            Green Equity Investors Side V, L.P.

    
  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  x

(b)  ¨

    
  (3)  

SEC Use Only:

 

    
  (4)  

Source of Funds (See Instructions):

 

            BK

    
  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

   ¨
  (6)  

Citizenship or Place of Organization:

 

            Delaware

    

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH:  

  

  (7)    Sole Voting Power

 

                0

 

  (8)    Shared Voting Power

 

                3,632,408

 

  (9)    Sole Dispositive Power

 

                0

 

(10)    Shared Dispositive Power

 

                3,632,408

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

            3,632,408

    
(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

   ¨
(13)  

Percent of Class Represented by Amount in Row (11):

 

9.2% beneficial ownership of the voting stock based upon 39,712,101 shares of Common Stock outstanding as reported in the Issuer’s 10-Q for the quarter ended September 30, 2008.

    
(14)  

Type of Reporting Person (See Instructions):

 

            PN

    

 

CUSIP No. 30267U 10 8   Schedule 13D   Page 4 of 14 Pages

 

  (1)  

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

            GEI Capital V, LLC

    
  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ¨

(b)  ¨

    
  (3)  

SEC Use Only:

 

    
  (4)  

Source of Funds (See Instructions):

 

            AF

    
  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

   ¨
  (6)  

Citizenship or Place of Organization:

 

            Delaware

    

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH:  

  

  (7)    Sole Voting Power

 

                0

 

  (8)    Shared Voting Power

 

                3,632,408

 

  (9)    Sole Dispositive Power

 

                0

 

(10)    Shared Dispositive Power

 

                3,632,408

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

            3,632,408

    
(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

   ¨
(13)  

Percent of Class Represented by Amount in Row (11):

 

9.2% beneficial ownership of the voting stock based upon 39,712,101 shares of Common Stock outstanding as reported in the Issuer’s 10-Q for the quarter ended September 30, 2008.

    
(14)  

Type of Reporting Person (See Instructions):

 

            OO (Limited Liability Company)

    

 

CUSIP No. 30267U 10 8   Schedule 13D   Page 5 of 14 Pages

 

  (1)  

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

            Green V Holdings, LLC

    
  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ¨

(b)  ¨

    
  (3)  

SEC Use Only:

 

    
  (4)  

Source of Funds (See Instructions):

 

            AF

    
  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

   ¨
  (6)  

Citizenship or Place of Organization:

 

            Delaware

    

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH:  

  

  (7)    Sole Voting Power

 

                0

 

  (8)    Shared Voting Power

 

                3,632,408

 

  (9)    Sole Dispositive Power

 

                0

 

(10)    Shared Dispositive Power

 

                3,632,408

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

            3,632,408

    
(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

   ¨
(13)  

Percent of Class Represented by Amount in Row (11):

 

9.2% beneficial ownership of the voting stock based upon 39,712,101 shares of Common Stock outstanding as reported in the Issuer’s 10-Q for the quarter ended September 30, 2008.

    
(14)  

Type of Reporting Person (See Instructions):

 

            OO (Limited Liability Company)

    

 

CUSIP No. 30267U 10 8   Schedule 13D   Page 6 of 14 Pages

 

  (1)  

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

            Leonard Green & Partners, L.P.

    
  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ¨

(b)  ¨

    
  (3)  

SEC Use Only:

 

    
  (4)  

Source of Funds (See Instructions):

 

            AF

    
  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

   ¨
  (6)  

Citizenship or Place of Organization:

 

            Delaware

    

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH:  

  

  (7)    Sole Voting Power

 

                0

 

  (8)    Shared Voting Power

 

                3,632,408

 

  (9)    Sole Dispositive Power

 

                0

 

(10)    Shared Dispositive Power

 

                3,632,408

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

            3,632,408

    
(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

   ¨
(13)  

Percent of Class Represented by Amount in Row (11):

 

9.2% beneficial ownership of the voting stock based upon 39,712,101 shares of Common Stock outstanding as reported in the Issuer’s 10-Q for the quarter ended September 30, 2008.

    
(14)  

Type of Reporting Person (See Instructions):

 

            PN

    

 

CUSIP No. 30267U 10 8   Schedule 13D   Page 7 of 14 Pages

 

  (1)  

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

            LGP Management, Inc.

    
  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ¨

(b)  ¨

    
  (3)  

SEC Use Only:

 

    
  (4)  

Source of Funds (See Instructions):

 

            AF

    
  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

   ¨
  (6)  

Citizenship or Place of Organization:

 

            Delaware

    

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH:  

  

  (7)    Sole Voting Power

 

                0

 

  (8)    Shared Voting Power

 

                3,632,408

 

  (9)    Sole Dispositive Power

 

                0

 

(10)    Shared Dispositive Power

 

                3,632,408

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

            3,632,408

    
(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

   ¨
(13)  

Percent of Class Represented by Amount in Row (11):

 

9.2% beneficial ownership of the voting stock based upon 39,712,101 shares of Common Stock outstanding as reported in the Issuer’s 10-Q for the quarter ended September 30, 2008.

    
(14)  

Type of Reporting Person (See Instructions):

 

            CO

    

 

CUSIP No. 30267U 10 8   Schedule 13D   Page 8 of 14 Pages

 

ITEM 1. SECURITY AND ISSUER

This Schedule 13D relates to shares of Common Stock, par value $0.02 per share (the “Common Stock”) of Life Time Fitness, Inc., a Minnesota corporation (the “Issuer”).

The address of the Issuer’s principal executive offices is 2902 Corporate Place, Chanhassen, Minnesota 55317.

 

ITEM 2. IDENTITY AND BACKGROUND

 

  (a) This Schedule 13D is being filed by Green Equity Investors V, L.P., a Delaware limited partnership (“GEI V”), Green Equity Investors Side V, L.P., a Delaware limited partnership (“GEI Side V”), GEI Capital V, LLC, a Delaware limited liability company (“Capital”), Green V Holdings, LLC, a Delaware limited liability company (“Holdings”), Leonard Green & Partners, L.P., a Delaware limited partnership (“LGP”) and LGP Management, Inc., a Delaware corporation (“LGPM”) (collectively, the “Reporting Persons”) pursuant to their agreement to the joint filing of this Schedule 13D, attached hereto as Exhibit 7.1 (the “Joint Filing Agreement”).

GEI V is the record owner of 2,794,216 shares of Common Stock as of the date of this statement. GEI V’s principal business is to pursue investments. GEI Side V is the record owner of 838,192 shares of Common Stock as of the date of this statement. GEI Side V is an affiliated fund of GEI V. Capital is the general partner of GEI V and GEI Side V. Capital’s principal business is to act as the general partner of GEI V and GEI Side V. Holdings is a limited partner of GEI V. Holdings’ principal business is to serve as a limited partner of GEI V. LGP is an affiliate of Capital. LGP’s principal business is to act as the management company of GEIV, GEI Side V and other affiliated funds. LGPM is the general partner of LGP. LGPM’s principal business is to act as the general partner of LGP. Due to their relationship with GEI V and GEI Side V, each of Capital, Holdings, LGP and LGPM may be deemed to have shared voting and investment power with respect to the Common Stock beneficially owned by GEI V and GEI Side V. As such, Capital, Holdings, LGP and LGPM may be deemed to have shared beneficial ownership over such shares of Common Stock. Each of Capital, holdings, LGP and LGPM, however, disclaims beneficial ownership of such shares of Common Stock.

The names of the directors and executive officers of LGPM are set forth on Schedule 1, which is incorporated herein by reference.

 

  (b) The address of each of the Reporting Persons and each of the directors and executive officers of LGPM is 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, California 90025.

CUSIP No. 30267U 10 8   Schedule 13D   Page 9 of 14 Pages

 

  (c) The present principal occupation of each of the directors and officers of LGPM is set forth on Schedule 1, which is incorporated herein by reference.

 

  (d) None of the persons referred to in paragraph (a) above has been convicted in a criminal proceeding during the last five years.

 

  (e) None of the persons referred to in paragraph (a) above has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws, or finding any violation with respect to such laws during the last five years.

 

  (f) Each of the Reporting Persons is organized under the laws of Delaware. Each of the directors and executive officers of LGPM are United States citizens.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

As of November 24, 2008, GEI V held 2,794,216 Shares and GEI Side V held 838,192 Shares, representing an aggregate of 3,632,408 Shares. The aggregate purchase price of the Shares purchased by GEI V was $41,185,086.27 (excluding commissions) and the aggregate purchase price of the Shares purchased by GEI Side V, was $12,354,452.16 (excluding commissions), representing a total aggregate purchase price of $53,539,538.43 (excluding commissions). The funding for the purchase of these Shares was obtained through borrowings under GEI V and GEI Side V’s revolving credit facility. The Shares are held by GEI V and GEI Side V in brokerage accounts together with other securities.

 

ITEM 4. PURPOSE OF TRANSACTION

Representatives of the Reporting Persons have had general, informal discussions with the Issuer’s management from time to time. Representatives of the Reporting Persons hope in the future to further engage the Issuer in a more specific and substantive dialogue regarding potential options for enhancing shareholder value. These discussions may include, without limitation, a “going-private” transaction, refinancing of existing indebtedness or new financings (potentially through mortgage financings, sale leaseback transactions, a PIPE transaction or other debt or equity investment), strategic acquisitions, divestitures, joint ventures or other similar transactions and could result in proposals and negotiations with respect to any of the foregoing. In connection with the foregoing, the Reporting Persons may seek representation on the Issuer’s board of directors.

The Reporting Persons may, from time to time and at any time, acquire Shares and/or other equity, debt or other securities or instruments of the Issuer (“Securities”) in the open market or otherwise and may also dispose of or engage in hedging transactions with respect to any or all of their Securities, at any time and from time to time. Additionally, the Reporting Persons may, from time to time and at any time, modify their present intention with respect to the Shares.

CUSIP No. 30267U 10 8   Schedule 13D   Page 10 of 14 Pages

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) and (b)

 

Reporting

Persons

  

Number of

Shares With

Sole Voting and

Dispositive

Power

  

Number of

Shares With

Shared Voting

and Dispositive

Power

  

Aggregate

Number of

Shares

Beneficially

Owned

  

Percentage

of Class

Beneficially

Owned

GEI V

   0   2,794,216   2,794,216   7.0%

GEI Side V

   0   838,192   838,192   2.1%

Other Reporting Persons

   0  

3,632,408

   3,632,408   9.2%

 

  (c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons. All such transactions were purchases of Shares effected in the open market, and the table excludes commissions paid in per share prices.

 

Reporting Persons

  

Date of Transaction

  

Number of Shares
Purchased

  

Weighted
Average Price per
Share

GEI V

   October 13, 2008   147,864   $19.00

GEI V

   October 15, 2008   153,849   $18.68

GEI V

   October 16, 2008   100,694   $18.72

GEI V

   October 17, 2008   73,560   $18.78

GEI V

   October 20, 2008   2,077   $19.00

GEI V

   October 22, 2009   124,534   $18.67

GEI V

   October 23, 2008   67,513   $18.77

GEI V

   October 24, 2008   3,308   $18.90

GEI V

   October 27, 2008   46,924   $18.79

GEI V

   October 28, 2008   72,848   $18.81

GEI V

   October 29. 2008   40,924   $18.85

GEI V

   October 30, 2008   230,774   $18.07

GEI V

   October 31, 2008   66,617   $18.71

GEI V

   November 3, 2008   37,745   $18.84

GEI V

   November 6, 2008   115,387   $18.48

GEI V

   November 7, 2008   115,387   $18.19

GEI V

   November 10, 2008   76,925   $17.62

GEI V

   November 14, 2008   48,030   $13.93

GEI V

   November 17, 2008   192,311   $11.97

GEI V

   November 18, 2008   269,236   $11.58

GEI V

   November 19, 2008   115,387   $10.98

GEI V

   November 20, 2008   230,774   $9.51

GEI V

   November 21, 2008   230,774   $9.65

GEI V

   November 24, 2008   230,774   $8.78

GEI Side V

   October 13, 2008   44,356   $19.00

GEI Side V

   October 15, 2008   46,151   $18.68

GEI Side V

   October 16, 2008   30,206   $18.72

GEI Side V

   October 17, 2008   22,066   $18.78

GEI Side V

   October 20, 2008   623   $19.00

GEI Side V

   October 22, 2008   37,357   $18.67

GEI Side V

   October 23, 2008   20,252   $18.77

GEI Side V

   October 24, 2008   992   $18.90

GEI Side V

   October 27, 2008   14,076   $18.79

GEI Side V

   October 28, 2008   21,852   $18.81

GEI Side V

   October 29, 2008   12,276   $18.85

GEI Side V

   October 30, 2008   69,226   $18.07

GEI Side V

   October 31, 2008   19,983   $18.71

GEI Side V

   November 3, 2008   11,323   $18.84

GEI Side V

   November 6, 2008   34,613   $18.48

GEI Side V

   November 7, 2008   34,613   $18.19

GEI Side V

   November 10, 2008   23,075   $17.62

GEI Side V

   November 14, 2008   14,408   $13.93

GEI Side V

   November 17, 2008   57,689   $11.97

GEI Side V

   November 18, 2008   80,764   $11.58

GEI Side V

   November 19, 2008   34,613   $10.98

GEI Side V

   November 20, 2008   69,226   $9.51

GEI Side V

   November 21, 2008   69,226   $9.65

GEI Side V

   November 24, 2008   69,226   $8.78

CUSIP No. 30267U 10 8   Schedule 13D   Page 11 of 14 Pages

 

  (d) Not applicable.

 

  (e) Not applicable.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Except as otherwise described herein, none of the Reporting Persons is party to any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

  7.1 Joint Filing Agreement, dated November 24, 2008.

CUSIP No. 30267U 10 8   Schedule 13D   Page 12 of 14 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

Dated as of November 24, 2008

 

Green Equity Investors V, L.P.
By: GEI Capital V, LLC, its General Partner
By:  

/s/    JOHN G. DANHAKL

Name:   John G. Danhakl
Title:   Manager
Green Equity Investors Side V, L.P.
By: GEI Capital V, LLC, its General Partner
By:  

/s/    JOHN G. DANHAKL

Name:   John G. Danhakl
Title:   Manager
GEI Capital V, LLC
By:  

/s/    JOHN G. DANHAKL

Name:   John G. Danhakl
Title:   Manager
Green V Holdings, LLC
By:  

/s/    JOHN G. DANHAKL

Name:   John G. Danhakl
Title:   Manager
Leonard Green & Partners, L.P.
By: LGP Management, Inc., its General Partner
By:  

/s/    JOHN G. DANHAKL

Name:   John G. Danhakl
Title:   Executive Vice President and Managing Partner
LGP Management, Inc.
By:  

/s/    JOHN G. DANHAKL

Name:   John G. Danhakl
Title:   Executive Vice President and Managing Partner

CUSIP No. 30267U 10 8   Schedule 13D   Page 13 of 14 Pages

EXHIBIT INDEX

 

EXHIBIT NO.

   

DESCRIPTION

7.1    Joint Filing Agreement, dated November 24, 2008.

 

CUSIP No. 30267U 10 8   Schedule 13D   Page 14 of 14 Pages

SCHEDULE 1

Directors and Executive Officers of LGPM

 

Name

   

Position with LGPM

John G. Danhakl    Director, Executive Vice President and Managing Partner
Peter J. Nolan    Director, Executive Vice President and Managing Partner
Jonathan D. Sokoloff    Director, Executive Vice President and Managing Partner
Lily Chang    Chief Operating Officer and Secretary
Cody L. Franklin    Chief Financial Officer
Julia O. Chang    Vice President of Tax and Finance
Jonathan A. Seiffer    Senior Vice President
John M. Baumer    Senior Vice President
Timothy J. Flynn    Senior Vice President
 EX-7.1 2 dex71.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 7.1

Joint Filing Agreement

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the shares of the Common Stock of Life Time Fitness, Inc., a Minnesota corporation (the “Issuer”), and such other securities of the Issuer that the undersigned may acquire or dispose of from time to time. This agreement is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13D and any further amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this Agreement shall be included as an Exhibit to such joint filing.

This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Green Equity Investors V, L.P.
By: GEI Capital V, LLC, its General Partner
By:  

/s/    JOHN G. DANHAKL

Name:   John G. Danhakl
Title:   Manager
Green Equity Investors Side V, L.P.
By: GEI Capital V, LLC, its General Partner
By:  

/s/    JOHN G. DANHAKL

Name:   John G. Danhakl
Title:   Manager
GEI Capital V, LLC
By:  

/s/    JOHN G. DANHAKL

Name:   John G. Danhakl
Title:   Manager
Green V Holdings, LLC
By:  

/s/    JOHN G. DANHAKL

Name:   John G. Danhakl
Title:   Manager

Leonard Green & Partners, L.P.
By: LGP Management, Inc., its General Partner
By:  

/s/    JOHN G. DANHAKL

Name:   John G. Danhakl
Title:   Executive Vice President and Managing Partner
LGP Management, Inc.
By:  

/s/    JOHN G. DANHAKL

Name:   John G. Danhakl
Title:   Executive Vice President and Managing Partner
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