FORM 12b-25 - 06/30/2004 FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 0-27478
(Check One)
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o Form 10-K |
o Form 20-F |
o Form 11-K |
ý Form 10-Q |
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o Form N-SAR |
o Form N-CSR |
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For Period Ended: June 30, 2004 |
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o Transition Report on Form 10-K |
o Transition Report on Form 10-Q |
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o Transition Report on Form 20-F |
o Transition Report on Form N-SAR |
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o Transition Report on Form 11-K |
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For the Transition Period Ended: |
Read attached instruction sheet before preparing form. Please print or type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates
to a portion of the filing checked above, identify the Item(s) to which the
notification relates:
| PART I - |
REGISTRANT INFORMATION |
BALLY TOTAL FITNESS HOLDING CORPORATION
Full Name of Registrant
Former Name if Applicable
8700 WEST BRYN MAWR AVENUE
Address of Principal Executive Office (Street and Number)
CHICAGO, ILLINOIS 60631
City, State and Zip Code
| PART II - |
RULES 12b-25 (b) AND (c) |
If the subject report could
not be filed without unreasonable effort or expense and the registrant seeks
relief pursuant to Rule 12b-25(b), the following should be completed. (Check box
if appropriate): o
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(a)
The reasons described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense; |
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(b)
The subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, Form 11-K, Form N-SAR, or Form N-CSR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed due date;
or the subject quarterly report or transition report on Form 10-Q, or portion
thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and |
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(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable. |
State below in reasonable
detail the reasons why Forms 10-K, 20-F, 11-K, 10-0, N-SAR, N-CSR, or the
transition report or portion thereof, could not be filed within the prescribed
period.
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The Registrant
is in the process of examining certain accounting issues, which will have an
impact on its Quarterly Report on Form 10-Q for the period ended June 30, 2004.
As the registrant announced in a press release on August 9, 2004 (which release
was furnished to the Commission under Item 12 of Form 8-K), the Registrant
expects to restate prior periods to record a liability that has accumulated to
approximately $5 million as of June 30, 2004 related to repayment obligations
due in 2015 or later on membership contracts sold by a subsidiary before the
Registrant acquired it in the late 1980s. The effect on prior income statements
is the addition of non-cash annual charges of between $231,000 and $472,000 in
each of the years 1996 through 2003. Among other accounting issues being
examined, the Registrant is also considering changing the balance sheet
presentation of its installment contract receivables which would also change an
equal amount of deferred revenue so as not to report these amounts on the
balance sheet. It is possible that this or one or more of the other accounting
issues being examined by the Registrant may require further restatement of prior
period financial statements. The Registrant and its independent auditors are
working diligently to complete the financial statements and quarterly review
reflecting these matters. |
| PART IV - |
OTHER INFORMATION |
| (1) |
Name and
telephone number of person to contact in regard to this notification |
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William G. Fanelli |
(773) |
380-3000 |
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(Name) |
(Area Code) |
(Telephone Number) |
| (2) |
Have all other periodic
reports required under Section 13 or 15(d) of the Securities Exchange Act of
1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such
report(s) been filed? If the answer is no, identify report(s). ý Yes
o No |
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| (3) |
Is it anticipated that any
significant change in results of operations from the corresponding period for
the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof? ý Yes
o No |
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If so, attach an
explanation of the anticipated change, both narratively and quantitatively, and,
if appropriate, state the reasons why a reasonable estimate of the results
cannot be made. |
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As described
in the Registrant’s August 9, 2004 press release referred to in Part III
above, the Registrant expects to report a net loss for the second quarter 2004.
However, a reasonable estimate of the results of operations of the Registrant
cannot be made at this time due to the continuing examination of accounting
issues. Additional information is set forth in the Registrant’s press
release, which was furnished to the Commission on Form 8-K. |
2
BALLY TOTAL FITNESS HOLDING CORPORATION
(Name of Registrant as Specified in Charter)
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Has caused
this notification to be signed on its behalf by the undersigned hereunto duly
authorized. |
| Date: |
August 10, 2004 |
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By: |
/s/ William G. Fanelli |
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William G. Fanelli |
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Senior Vice President, Acting Chief Financial Officer |
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ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001)
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