-----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, Rj2BLoQLHus3ebjWhKlWzAatZjoXnNhpBk/O0sMQ0aljQETYZmHIUyBYu1GOJzl+ x0Rvy17Kt2BfpmaJ07WutA== 0000950142-05-002784.txt : 20051017 0000950142-05-002784.hdr.sgml : 20051017 20051017115412 ACCESSION NUMBER: 0000950142-05-002784 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051017 DATE AS OF CHANGE: 20051017 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BALLY TOTAL FITNESS HOLDING CORP CENTRAL INDEX KEY: 0000770944 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 363228107 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47769 FILM NUMBER: 051140375 BUSINESS ADDRESS: STREET 1: 8700 WEST BRYN MAWR AVENUE STREET 2: SECOND FLOOR CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-380-3000 MAIL ADDRESS: STREET 1: 8700 WEST BRYN MAWR AVENUE STREET 2: SECOND FLOOR CITY: CHICAGO STATE: IL ZIP: 60631 FORMER COMPANY: FORMER CONFORMED NAME: BALLYS HEALTH & TENNIS CORP DATE OF NAME CHANGE: 19940526 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pardus Capital Management L.P. CENTRAL INDEX KEY: 0001337183 IRS NUMBER: 342037131 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1001 AVENUE OF THE AMERICAS STREET 2: SUITE 1001 CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-719-7550 MAIL ADDRESS: STREET 1: 1001 AVENUE OF THE AMERICAS STREET 2: SUITE 1001 CITY: NEW YORK STATE: NY ZIP: 10018 SC 13D/A 1 sc13da7_bally.txt AMENDMENT NO. 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 7)* BALLY TOTAL FITNESS HOLDING CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 SHARE (Title of Class of Securities) 05873K108 (CUSIP Number) MR. JOSEPH R. THORNTON, CHIEF OPERATING OFFICER PARDUS CAPITAL MANAGEMENT L.P. 1001 AVENUE OF THE AMERICAS SUITE 1100 NEW YORK, NY 10018 (212) 719-7550 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with a copy to JEFFREY D. MARELL, ESQ. CARL L. REISNER, ESQ. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019-6064 OCTOBER 17, 2005 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject to this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box .. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *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 purposes 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. 05873K108 PAGE 2 OF 5 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Pardus Capital Management L.P. (34-2037131) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] Not (b) [_] Applicable - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] Not Applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 5,000,000* NUMBER OF ----------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 5,000,000* PERSON ----------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000,000* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IA - -------------------------------------------------------------------------------- * Pardus European Special Opportunities Master Fund L.P., a limited partnership formed under the laws of the Cayman Islands (the "Fund"), is the holder of 5,000,000 shares of the common stock, par value $0.01 per share (the "Shares"), of Bally Total Fitness Holding Corporation, a Delaware corporation (the "Company"). Pardus Capital Management L.P., a Delaware limited partnership ("PCM"), serves as the investment manager of the Fund and possesses sole power to vote and direct the disposition of all Shares held by the Fund. Thus, as of October 5, 2005, for the purposes of Reg. Section 240.13d-3, PCM is deemed to beneficially own 5,000,000 Shares, or 14.4% of the Shares deemed issued and outstanding as of that date. CUSIP NO. 05873K108 PAGE 3 OF 5 Pursuant to Rule 13d-2(a) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amends its Schedule 13D Statement, dated September 6, 2005, as amended by Amendment No. 1, dated September 6, 2005, Amendment No. 2, dated September 6, 2005, Amendment No. 3, dated September 8, 2005, Amendment No. 4, dated September 15, 2005, Amendment No. 5, dated September 23, 2005 and Amendment No. 6, dated October 6, 2005 (as amended, the "Schedule 13D"), relating to the common stock, par value $0.01 per share, of the Company. This Amendment No. 7 to the Schedule 13D is being filed on behalf of PCM. Item 1. SECURITY AND ISSUER. No material change. Item 2. IDENTITY AND BACKGROUND. No material change. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. No material change Item 4. PURPOSE OF TRANSACTION. This Item 4 is hereby amended by adding the following: "PCM has attached as Exhibit 1 to this Schedule 13D a letter, dated October 17, 2005, from PCM to the Board of Directors of the Company notifying the Company of an intention to nominate individuals for election to the Board of Directors of the Company at the next annual meeting of the Company's stockholders presently scheduled to take place on January 26, 2006. Except as otherwise described in this Item 4 of this Schedule 13D, as amended, the acquisition of the Shares by the Fund is for investment purposes on behalf of the Fund." Item 5. INTEREST IN SECURITIES OF THE ISSUER. No material change. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No material change. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1: Letter, dated October 17, 2005, from PCM to the Board of Directors of the Company. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 17, 2005 PARDUS CAPITAL MANAGEMENT L.P. By: Pardus Capital Management LLC, its general partner By: /s/ Karim Samii ------------------------------------------- Name: Karim Samii Title: Sole Member Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). EX-99 2 exhibit-1.txt EXHIBIT 1 EXHIBIT 1 --------- Pardus Capital Management L.P. 1001 Avenue of the Americas, Suite 1100 New York, NY 10018 October 17, 2005 Bally Total Fitness Holding Corp. 8700 West Bryn Mawr - 2nd Floor Chicago, IL 60631 Attn: Board of Directors Gentlemen: Pardus Capital Management L.P. ("PCM"), in its capacity as the investment manager of Pardus European Special Opportunities Master Fund L.P. ("Pardus"), is the beneficial owner of 5,000,000 shares of common stock, par value $0.01 per share, of Bally Total Fitness Holding Corporation (the "Company"). Pardus is the record owner of 1,000 of such shares directly in its own name. As you know, we have expressed to the management of the Company the need for, and PCM's support for, the Company to pursue appropriate measures to enhance stockholder value and restore public confidence and support. In this regard, PCM has proposed certain independent candidates to the Company for election to the board of directors. We understand that Company management has interviewed these proposed candidates in respect of their qualifications, ability and desire to serve on the board. However, as of the date of this letter, no further progress has been made with respect to the proposed candidates. Consequently, please be advised that Pardus is currently preparing, and intends to timely submit, a formal notice nominating candidates for election to the board of directors of the Company at the annual meeting of the Company's stockholders presently scheduled to be held on January 26, 2006. In our view, the Company's apparent unwillingness to appoint directors supported by the Company's current stockholders, despite our suggestion of highly qualified, independent candidates, has left us with no choice but to proceed with the course of action outlined above. Separately, there has now been an almost two month delay by the Company in commencing the previously announced consent solicitation in respect of its debt securities. We are concerned that this delay may be a consequence of management's ongoing pursuit of any number of alternative transactions that are designed to entrench current management and that would not be in the best interests of the Company's stockholders. We also are concerned that the lack of progress in the consideration of the proposed director candidates may be related to such a transaction. As we have previously expressed, the Company should not undertake any asset sales, a sale of the business, Bally Total Fitness Holding Corporation equity financings and/or debt financings until the Company's restated financial statements are publicly available and a stockholders meeting for the election of directors has been held. Sincerely, PARDUS CAPITAL MANAGEMENT L.P. By: Pardus Capital Management LLC, its general partner By: /s/ Karim Samii ----------------------------------- Name: Karim Samii Title: Sole Member cc: Jeffrey D. Marell, Esq., Paul, Weiss, Rifkind, Wharton & Garrison LLP Carl L. Reisner, Esq., Paul, Weiss, Rifkind, Wharton & Garrison LLP 2 -----END PRIVACY-ENHANCED MESSAGE-----