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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. 19)*
BALLY TOTAL FITNESS HOLDING CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER 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
APRIL 20, 2006
(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 10
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
Pardus European Special Opportunities Master Fund L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] Not
(b) [X] Applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_] Not Applicable
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
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7 SOLE VOTING POWER
5,602,221*
NUMBER OF -----------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,602,221*
PERSON -----------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,602,221*
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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)
13.6%*
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14 TYPE OF REPORTING PERSON
PN
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----------
* Pardus European Special Opportunities Master Fund L.P., a limited partnership
formed under the laws of the Cayman Islands (the "Fund"), is the beneficial
owner of 5,602,221 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. Pardus
Capital Management LLC, a Delaware limited liability company ("PCM LLC"), as
the general partner of PCM, and Mr. Karim Samii, as the sole member of PCM LLC,
may be deemed to be the beneficial owners of all Shares held by the Fund;
however, PCM LLC and Mr. Samii disclaim beneficial ownership of all Shares held
by the Fund. Based on information provided by the Company, as of April 18, 2006
there were 41,286,714 shares of the Company's common stock issued and
outstanding. Thus, for the purposes of Reg. Section 240.13d-3, the Fund and PCM
are deemed to beneficially own, and PCM LLC and Mr. Karim Samii may be deemed
to beneficially own, 5,602,221 Shares, or approximately 13.6% of the issued and
outstanding Shares.
CUSIP NO. 05873K108 PAGE 3 OF 10
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
Pardus Capital Management L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] Not
(b) [X] Applicable
--------------------------------------------------------------------------------
3 SEC USE ONLY
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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
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
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7 SOLE VOTING POWER
5,602,221*
NUMBER OF -----------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,602,221*
PERSON -----------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,602,221*
--------------------------------------------------------------------------------
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)
13.6%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IA
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----------
* The Fund is the beneficial owner of 5,602,221 Shares of the Company. 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. PCM LLC, as the
general partner of PCM, and Mr. Karim Samii, as the sole member of PCM LLC may
be deemed to be the beneficial owners of all Shares held by the Fund; however,
PCM LLC, and Mr. Samii disclaim beneficial ownership of all Shares held by the
Fund. Based on information provided by the Company, as of April 18, 2006 there
were 41,286,714 shares of the Company's common stock issued and outstanding.
Thus, for the purposes of Reg. Section 240.13d-3, the Fund and PCM are deemed
to beneficially own, and PCM LLC and Mr. Karim Samii may be deemed to
beneficially own, 5,602,221 Shares, or approximately 13.6% of the issued and
outstanding Shares.
CUSIP NO. 05873K108 PAGE 4 OF 10
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
Pardus Capital Management LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] Not
(b) [X] 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
5,602,221*
NUMBER OF -----------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,602,221*
PERSON -----------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,602,221*
--------------------------------------------------------------------------------
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)
13.6%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
----------
* The Fund is the beneficial owner of 5,602,221 Shares of the Company. 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. PCM LLC, as the
general partner of PCM, and Mr. Karim Samii, as the sole member of PCM LLC, may
be deemed to be the beneficial owners of all Shares held by the Fund; however,
PCM LLC and Mr. Samii disclaim beneficial ownership of all Shares held by the
Fund. Based on information provided by the Company, as of April 18, 2006 there
were 41,286,714 shares of the Company's common stock issued and outstanding.
Thus, for the purposes of Reg. Section 240.13d-3, the Fund and PCM are deemed
to beneficially own, and PCM LLC and Mr. Karim Samii may be deemed to
beneficially own, 5,602,221 Shares, or approximately 13.6% of the issued and
outstanding Shares.
CUSIP NO. 05873K108 PAGE 5 OF 10
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
Mr. Karim Samii
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] Not
(b) [X] 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
5,602,221*
NUMBER OF -----------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,602,221*
PERSON -----------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,602,221*
--------------------------------------------------------------------------------
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)
13.6%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
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----------
* The Fund is the beneficial owner of 5,602,221 Shares of the Company. 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. PCM LLC, as the
general partner of PCM, and Mr. Karim Samii, as the sole member of PCM LLC, may
be deemed to be the beneficial owners of all Shares held by the Fund; however,
PCM LLC and Mr. Samii disclaim beneficial ownership of all Shares held by the
Fund. Based on information provided by the Company, as of April 18, 2006 there
were 41,286,714 shares of the Company's common stock issued and outstanding.
Thus, for the purposes of Reg. Section 240.13d-3, the Fund and PCM are deemed
to beneficially own, and PCM LLC and Mr. Karim Samii may be deemed to
beneficially own, 5,602,221 Shares, or approximately 13.6% of the issued and
outstanding Shares.
CUSIP NO. 05873K108 PAGE 6 OF 10
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 the Schedule 13D Statement originally filed by Pardus Capital
Management L.P., a Delaware limited partnership ("PCM"), 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, Amendment No. 7, dated October 17,
2005, Amendment No. 8, dated October 24, 2005, Amendment No. 9, 2005, dated
November 17, 2005, Amendment No. 10, dated December 5, 2005, Amendment No. 11,
dated December 8, 2005, Amendment No.12, dated December 29, 2005, Amendment No.
13, dated January 10, 2006, Amendment No. 14, dated January 12, 2006, Amendment
No. 15, dated January 17, 2006, Amendment No. 16, dated January 23, 2006,
Amendment No. 17, dated January 23, 2006, and Amendment No. 18, dated January
27, 2006 (as amended, the "Schedule 13D"), relating to the common stock, par
value $0.01 per share (the "Shares"), of Bally Total Fitness Holding
Corporation, a Delaware corporation (the "Company"). This Amendment No. 19 to
the Schedule 13D is being filed on behalf of Pardus European Special
Opportunities Master Fund L.P., a limited partnership formed under the laws of
the Cayman Islands (the "Fund"), PCM, Pardus Capital Management LLC, a Delaware
limited liability company ("PCM LLC"), and Mr. Karim Samii (individually, a
"Reporting Person", and collectively, the "Reporting Persons").
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:
"On March 22, 2006, the Fund entered into a Consent Agreement with the
Company pursuant to which the Fund agreed to certain waivers of defaults under
the indenture governing the Company's 9-7/8% Senior Subordinated Notes due
2007, which defaults resulted from the Company's failure to timely file its
Annual Report on Form 10-K for the fiscal year ended December 31, 2005 with the
Securities and Exchange Commission. The waivers also extend the reporting
deadlines for the Company's 10-Q reports for the first quarter of 2006 until
July 10, 2006 and for the second quarter of 2006 until September 11, 2006. The
Fund also agreed in the Consent Agreement, subject to certain exceptions, to
vote unregistered Company shares received in the consent solicitation launched
by the Company on March 27, 2006 (which expired at 5:00 p.m. on April 7, 2006)
in favor of a transaction that may result from the Company's strategic process
and approved by the Company's Board of Directors. A copy of the Consent
Agreement is attached hereto as Exhibit 26.
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.
(a) and (b).
The beneficial ownership and ownership percentages set forth herein are as of
April 20, 2006. All ownership percentages set forth herein assume that there
are 41,286,714 Shares outstanding, based on the total number of shares reported
in the Form 8-K filed by the Company with the Securities and Exchange
Commission on April 18, 2006 to be issued and outstanding as of April 18, 2006.
CUSIP NO. 05873K108 PAGE 7 OF 10
The responses to Items 7, 8, 9, 10, 11 and 13 of the inside cover pages of this
Schedule 13D are hereby incorporated by reference in response to this Item 5.
The Fund is the beneficial owner of 5,602,221 Shares of the Company. 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. PCM LLC, as the general
partner of PCM, and Mr. Karim Samii, as the sole member of PCM LLC, may be
deemed to be the beneficial owners of all Shares held by the Fund; however, PCM
LLC and Mr. Samii disclaim beneficial ownership of all Shares held by the Fund.
(c) Since the filing of Amendment 18 to the Schedule 13D on January
27, 2006, the Fund has acquired Shares of the Company as follows:
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CAPITAL STOCK TRADE DATE BUY/SELL AMOUNT PRICE
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Common Stock 2/21/06 Buy 25,155 $8.15
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Common Stock 2/21/06 Buy 3,500 $8.37
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Common Stock 2/21/06 Buy 12,600 $8.38
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Common Stock 2/21/06 Buy 14,300 $8.40
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Common Stock 4/20/06 Buy(1) 46,666 See Footnote 1
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(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
This Item 6 is hereby amended and restated in its entirety as follows:
"On March 22, 2006, the Fund entered into a Consent Agreement with the
Company as described in the response above to Item 4."
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 25: Joint Filing Agreement, dated April 20, 2006,
among the Reporting Persons.
Exhibit 26: Consent Agreement, dated as of March 22, 2006,
by and between Bally Total Fitness Holding
Corporation and Pardus European Special
Opportunities Master Fund, L.P.
--------
(1) Shares received by the Fund as consideration the Fund elected to receive
in the consent solicitation commenced by the Company on March 27, 2006
(which expired at 5:00 p.m. on April 7, 2006).
CUSIP NO. 05873K108 PAGE 8 OF 10
SIGNATURE
After reasonable inquiry and to the best of its or his
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: April 20, 2006
PARDUS EUROPEAN SPECIAL OPPORTUNITIES
MASTER FUND L.P.
By: Pardus Capital Management L.P.,
its Investment Manager
By: Pardus Capital Management LLC,
its general partner
By: /s/ Karim Samii
-----------------------------------
Name: Karim Samii
Title: Sole Member
PARDUS CAPITAL MANAGEMENT L.P.
By: Pardus Capital Management LLC,
its general partner
By: /s/ Karim Samii
-----------------------------------
Name: Karim Samii
Title: Sole Member
PARDUS CAPITAL MANAGEMENT LLC
By: /s/ Karim Samii
-----------------------------------
Name: Karim Samii
Title: Sole Member
/s/ Karim Samii
---------------------------------------
Karim Samii
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).