Filed Pursuant to Rule 424(b)(3)
Registration File No.: 333-67500
BALLY TOTAL FITNESS HOLDING CORPORATION
SUPPLEMENT TO PROSPECTUS
DATED NOVEMBER 27, 2001
This Prospectus Supplement should be read in conjunction with the
Prospectus dated November 27, 2001 (the "Prospectus"), which relates to the
issuance from time to time of 6,000,000 shares of the common stock of Bally
Total Fitness Holding Corporation.
An aggregate of 2,991,451 shares of common stock covered by the Prospectus
were issued recently to the stockholders of Crunch Fitness International, Inc.,
a Delaware corporation, in connection with the merger of Crunch with and into a
wholly-owned subsidiary of Bally. The dollar amount of the revenues and assets
of Crunch are not significant to the financial condition of Bally and none of
the former stockholders of Crunch has had any material relationship with Bally
within the past three years. The 2,991,451 shares issued in connection with the
merger represent approximately 10% of Bally's issued and outstanding common
stock.
The following former stockholders of Crunch may from time to time offer
for sale for their own account, as described under "Resale of Securities Covered
by this Prospectus", the number of shares of Bally common stock set forth in the
following table.
Number of Shares Beneficially
Owned After this Offering
Number of Shares Beneficially Number of Shares Covered by
Selling Stockholder Owned Prior to this Offering This Prospectus Number Percent
--------------------------- --------------------------------- ------------------------------- -----------------------------
Douglas Levine 0 2,012,734(1) 0 0%
Marlin Capital, L.P. 0 265,562 0
0%
Marlin Holdings, LLC. 0 14,957 0 0%
Greg Manocherian 0 227,628 0
0%
Comvest Capital Partners 0 25,747 0 0%
James E. Solomon 0 12,800 0 0%
James N. Hauslein 0 15,297 0 0%
Arlene DiLorenzo 0 194 0 0%
Diane Hauslein Trust 0 194 0 0%
Roger Harvey 0 39,748 0 0%
Howard Brodsky 0 28,153 0 0%
Douglas Levine, as 0 8,437 0 0%
Stockholder's
Representative
The Bank of New 0 340,000 0 0%
York, as Escrow
Agent
(1) Excludes 8,437 shares of Bally Common Stock held by Douglas Levine for the
benefit of the former stockholders of Crunch.
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In connection with distributions of the common stock or otherwise, the
selling stockholders may enter into hedging transactions with broker-dealers.
The selling stockholders may also sell common stock short and redeliver the
common stock to close out such short positions. The selling stockholders may
also enter into option or other transactions with broker-dealers that require
the delivery to the broker-dealers of the common stock, which the broker-dealers
may resell or otherwise transfer pursuant to the prospectus. The selling
stockholders may also loan or pledge common stock to a broker-dealer and the
broker-dealer may offer sales of the pledged or loaned common stock pursuant to
this prospectus.
There is no assurance that any of the selling stockholders will sell any
or all of the shares offered by them hereunder.
This Prospectus Supplement is not complete without, and may not be
delivered or utilized except in connection with, the Prospectus, including any
amendments or supplements thereto.
The date of this Prospectus Supplement is December 31, 2001.