FORM 8-K - 03/24/2005
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)
March 22, 2005
BALLY TOTAL FITNESS HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
0-27478 |
36-3228107 |
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(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
8700 West Bryn Mawr Avenue, Chicago, Illinois |
60631 |
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(Address of principal executive offices) |
(Zip Code) |
Registrants 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:
[ ] Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] 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
Item 1.01 |
Entry into a Material Definitive Agreement. |
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On March 22, 2005, Bally Total Fitness Holding Corporation (Bally or
the "Company") entered into an Employment Agreement with Carl J. Landeck (the
Executive) to provide for the Executives employment as
Ballys Senior Vice President and Chief Financial Officer (the
Agreement). The Agreement provides for employment with Bally until
March 31, 2008 (the Termination Date) unless the agreement is
earlier terminated in accordance with its terms. The term of the Agreement will
be automatically extended each year for an additional 12 months on the
anniversary date of the Termination Date unless either party provides notice of
intent not to renew at least 90 days prior to the then-current termination date. |
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The Agreement sets forth the terms of the Executives employment with Bally
while he remains in his current position, including the following: |
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The Executive will receive an annual base salary of $400,000 and an annual
incentive payment of up to 50% of the Executives base salary based on
performance criteria established by Ballys Chief Executive Officer. The
Executive will also be eligible to participate in Ballys employee benefit
plans, any other equity-based compensation plan offered by Bally, and certain
other executive perquisites programs. Upon the Executives termination of
employment for any reason, the Executive will be prohibited from (i) engaging in
any activity that is competitive with or adverse to Bally for a period of 12
months, (ii) soliciting any of Ballys clients or employees or disparaging
Bally for a period of 24 months, and (iii) disclosing any of Ballys
confidential information. |
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Upon the Executives termination by Bally without cause, the Executive will
generally be entitled to receive a lump sum payment equal to (i) the greater of
(A) all amounts of base salary that would otherwise be payable for the remainder
of the then-current term of employment and that remain unpaid, or (B) 1.5 times
the Executives then-current annual base salary, plus (ii) if such
termination occurs prior to the payment of the Executives annual bonus
payable with respect to the immediately preceding calendar year, the full amount
of the Executives annual bonus for such year, plus (iii) 1.5 times the
Executives target annual bonus for the then-current calendar year, plus
(iv) compensation for any unused, earned vacation days. Upon such termination,
the Executive would also be entitled to immediate vesting of all awards
previously granted to him pursuant to Ballys long-term incentive plan,
subject to the conditions set forth in the plan, and the Executives
medical benefits would extend for an 18-month period. |
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If Bally terminates the Executives employment without cause within two
years of a change in control of Bally or the Executive terminates his employment
with Bally for good reason, the Executive will generally be entitled to receive
a lump sum payment equal to (i) 200% of the sum of (A) the Executives
highest annual base salary rate then in effect, and (B) the Executives
target annual bonus for the year, plus (ii) if such termination occurs prior to
the payment of the Executives annual bonus payable with respect to the
immediately preceding calendar year, the full amount of the Executives
annual bonus for such year, plus (iii) compensation for any unused, earned
vacation days. Upon such termination, the Executive would also be entitled to
the same vesting of awards and extension of medical benefits described in the
immediately preceding paragraph. |
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If the Executives employment with Bally terminates on the expiration date
of the Agreement, other than for cause, the Executive will be entitled to
receive an immediate lump sum payment equal to (i) one times the
Executives then-current annual base salary, plus (ii) if such termination
occurs prior to the payment of the Executives annual bonus payable with
respect to the calendar year in which such expiration date occurs, the full
amount of the Executives annual bonus for such year, plus (iii) one times
the Executives target annual bonus for such calendar year, plus (iv)
compensation for any unused, earned vacation days. Upon such termination, the
Executives medical benefits would extend for the 18-month period described
above. |
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The Executive would also be entitled to certain benefits upon death or long-term
disability. |
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If the Executives employment is terminated by the Company for cause or if
the Executive terminates voluntarily without good reason, the Executive would
not be entitled to any of the above-described benefits upon
termination. |
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The Executive is entitled to certain tax adjustment payments in the event he is
subject to any excise taxes under Internal Revenue Code Sections 280G or 4999
following a change in control of Bally. |
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The preceding description of the terms of the Agreement is qualified in its
entirety by reference to the text of the Agreement, which is attached hereto as
Exhibit 10.1. |
Item 5.02 |
Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers. |
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On March 22, 2005, the Company announced the appointment of Carl J. Landeck as
Senior Vice President and Chief Financial Officer effective March 28, 2005, and
that William G. Fanelli, Senior Vice President and Acting Chief Financial
Officer, will transition to the newly created position of Senior Vice President
of Planning and Development. The press release is attached hereto as exhibit
99.1. |
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On March 23, 2005, the Company announced the appointment of Katherine L. Abbott
to the position of Vice President and Treasurer. The press release is attached
hereto as Exhibit 99.2. |
-3-
Item 9.01 |
Financial Statements and Exhibits. |
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c. Exhibits |
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10.1 |
Employment
Agreement between the Company and Carl J. Landeck. |
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99.1 |
Press release
dated March 22, 2005, announcing the appointment of Carl J. Landeck as Chief
Financial Officer. |
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99.2 |
Press release
dated March 23, 2005, announcing the appointment of Katherine L. Abbott as Vice
President and Treasurer. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
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BALLY TOTAL FITNESS HOLDING CORPORATION |
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Registrant |
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Dated: March 24, 2005 |
/s/ Marc D. Bassewitz |
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Marc D. Bassewitz |
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Senior Vice President, Secretary and General Counsel |