UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) April 18, 2006
BALLY TOTAL FITNESS HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-13997 |
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36-3228107 |
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| (State or other jurisdiction
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(Commission
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(I.R.S. Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 8700 West Bryn Mawr Avenue, Chicago, Illinois |
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60631 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (773) 380-3000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
BALLY TOTAL FITNESS HOLDING CORPORATION
FORM 8-K
Current Report
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On April 7, 2006, Bally Total Fitness Holding Corporation (“Bally” or “Company”) received
consents from holders of a majority of its outstanding 10 1/2% Senior Notes due 2011 (the “Senior
Notes”) and 9 7/8% Senior Subordinated Notes due 2007 (the “Senior Subordinated Notes” and,
together with the Senior Notes, the “Notes”) to waive until July 10, 2006 the financial reporting
covenant defaults under the indentures governing the Notes resulting from the Company’s previously
announced failure to file its Annual Report on Form 10-K for the year ended December 31, 2005. The
waiver also extends the reporting deadlines for the Company’s 10-Q for the quarter ended March 31,
2006 until July 10, 2006 and the Company’s Quarterly Report on Form 10-Q for the quarter ended June
30, 2006 until September 11, 2006. As previously disclosed, on March 22, 2006, Bally entered into consent agreements (the
“Consent Agreements”) with holders of approximately 53% of its outstanding Senior Subordinated
Notes, including entities affiliated with Tennenbaum Capital Partners, LLC, entities affiliated
with Pardus Capital Management and entities affiliated with Everest Capital Limited (collectively,
the “Consenting Holders”). The operative provisions of the Consent Agreements, which contain
customary representations and warranties, became effective upon completion of the above-referenced
consent solicitation. As payment for delivering their consents in the completed consent
solicitation, the Consenting Holders elected to receive 4.444 shares of the Company’s common stock,
par value $0.01 per share (the “Common Stock”), for each $1,000 in principal amount of Senior Subordinated Notes for
which consents were delivered. The Consenting Holders also agreed, subject to certain exceptions
set forth in the Consent Agreements, to vote their shares of Common Stock received in the consent
solicitation in favor of a transaction that may result from Bally’s strategic process and approved
by Bally’s Board of Directors.
In addition, Bally agreed to provide registration rights for the benefit of holders of Notes
that elected to receive shares of Common Stock in the consent
solicitation. On April 18, 2006,
Bally entered into an amended and restated registration rights
agreement, dated as of April 13, 2006 (the “Registration Rights
Agreement”), with certain of the Consenting Holders in order to provide
registration rights for such holders. The Registration Rights Agreement amends and restates in its
entirety the registration rights agreement entered into in connection with the Company’s 2005
consent solicitation. Under the terms of the Registration Rights Agreement, at any time and from
time to time after the Company becomes eligible to use a short form registration statement on Form
S-3 or any successor form, an initiating holder (as defined in the Registration Rights Agreement)
may make a request on one occasion to register all or part of such holder’s shares of Common Stock.
Other holders of registrable common stock are entitled to request
inclusion of their Common Stock in such registration and in
any registration statement whenever the Company proposes to register any of its Common Stock
under the Securities Act of 1933, as amended, for sale for its own account. The right to request
inclusion of the shares does not apply to a registration on Form S-4 or S-8.
The preceding description of certain of the terms of the Consent Agreements and the
Registration Rights Agreement is qualified in its entirety by reference to the text of such
documents, each of which is attached as an exhibit to this Current Report on Form 8-K and
incorporated herein by reference.
Item 8.01 Other Events.
After giving effect to: (i) the issuance of shares of Common Stock in the consent
solicitation; and (ii) the sale of 800,000 shares of Common Stock as described in the Company’s
Current Report on Form 8-K filed on April 12, 2005, Bally would
have 41,286,714 shares of Common
Stock issued and outstanding as of the date hereof.
Item 9.01 Financial Statements and Exhibits.