-----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, K4+uJ/E/sjJvsXaOiPhl7kyyBaHzGclVBbxlUPo+Z5g1UyLowmNXpADq9xx1h+iK HDfmwxk84CsEvppHZLoJNg== 0000950142-05-002818.txt : 20051024 0000950142-05-002818.hdr.sgml : 20051024 20051024162425 ACCESSION NUMBER: 0000950142-05-002818 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051024 DATE AS OF CHANGE: 20051024 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: 051152299 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 sc13da8_bally.txt AMENDMENT NO. 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 8)* 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 24, 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. Based on information provided by the Company, as of September 30, 2005 there were 36,083,427 shares of the Company's common stock issued and outstanding. Thus, as of October 24, 2005, for the purposes of Reg. Section 240.13d-3, PCM is deemed to beneficially own 5,000,000 Shares, or 13.9% 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, Amendment No. 6, dated October 6, 2005 and Amendment No. 7, dated October 17, 2005 (as amended, the "Schedule 13D"), relating to the common stock, par value $0.01 per share, of the Company. This Amendment No. 8 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 2 to this Schedule 13D a letter, dated October 24, 2005, from PCM to the Board of Directors of the Company responding to a letter received from the Company on October 18, 2005. 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 2: Letter, dated October 24, 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 24, 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 exhibit2-sc13da8.txt EXHIBIT 2 EXHIBIT 2 --------- Pardus Capital Management L.P. 1001 Avenue of the Americas, Suite 1100 New York, NY 10018 October 24, 2005 Bally Total Fitness Holding Corp. 8700 West Bryn Mawr - 2nd Floor Chicago, IL 60631 Attn: Board of Directors Re: PROXY CONTEST Sirs: We received your letter of October 18, 2005 concerning the process for nominating directors to the Bally's board and the adoption of an interim poison pill. Unlike many of your stakeholders, we do not have a lengthy history with the company, management or the current board. While we have heard the overwhelming negative investor sentiment towards the company, we have tried to reserve judgment and, accordingly, have approached management openly with respect to our concerns over the present state of the company and where Bally's needs to go if it is to turn-around and thrive. To date, we are disappointed with the company's response. You have stated that you desire to work cooperatively with us. We would welcome a direct dialog with the board and have repeatedly asked management to arrange a meeting or provide us with appropriate contact information. As a matter of the most fundamental philosophy, we believe management serves at the pleasure of the board of directors and, in turn, the board serves at the pleasure of the shareholders and for their benefit, all with the ultimate goal of enhancing shareholder value. If the current board shares this basic philosophy, we will have a common ground from which to work to rebuild Bally's. If the current board has a different view, it is unlikely we will be able to collaborate going forward. Management is well aware that of our initial three candidates, one withdrew due to a strategic event involving his own company that required more of his time than anticipated and two have made themselves available to be interviewed by the company's CEO. There has been no follow-up with respect to these two candidates, whether from management, the nominating committee or Russell Reynolds. I found out today that one of our candidates gave the company's CEO THREE separate dates for an in-person meeting but the CEO could not find one to his liking. Statements from the company implying anything else are simply misleading. We have additional candidates who represent a full complement of independent, highly qualified nominees for the board and who have broad, relevant turnaround and restructuring experience. We will gladly share our candidates with the board if we can be assured they will receive fair, honest and timely consideration. We 1 also would consider any other candidates who are genuinely independent and have the relevant skill sets and qualifications. It is with reluctance that we have begun to spend our money and time pursuing a proxy contest; it would be an utter waste of shareholder money and management time for Bally's to object to qualified candidates, especially when broad, existing shareholder sentiment against this management team makes the outcome of an election contest a foregone conclusion. We see the adoption of the poison pill as a further effort to entrench the management team and only serves to spread the appearance of a "bunker" mentality, which can only detract from the company's recovery. Worse, news items and rumors in the marketplace concerning the company's talks to sell itself, including today's report about Wellspring Capital Management, in advance of the release of audited and restated financial statements suggest management is interested primarily in preserving its position and reserving upside in Bally's to a select few rather than ALL of the shareholders at large. I am completely uninterested in a petty, tit-for-tat exchange of letters or an argument over who left the last phone message unanswered. We have, from the beginning and repeatedly, expressed a desire to speak principal-to-principal with the board concerning these matters and are prepared to do so now. We have again last week reached out to management to further that process and been in contact with Russell Reynolds. We firmly believe, however, that little progress will be made absent direct shareholder-to-board interaction. If this present board is serious about revitalizing Bally's and truly representing the shareholders' interests, we invite you to contact us to further a consensual process. But make no mistake: we are your largest shareholder, we are not going away and we will see Bally's turned around and restored to its potential with or without management's or the current board's cooperation. 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: Carl L. Reisner, Esq., Paul, Weiss, Rifkind, Wharton & Garrison LLP Jeffrey D. Marell, Esq., Paul, Weiss, Rifkind, Wharton & Garrison LLP -----END PRIVACY-ENHANCED MESSAGE-----