SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)
Bally Total Fitness Holding Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
05873K108
--------------------------------------------------------------------------------
(CUSIP Number)
William R. Lucas, Jr.
One Riverchase Parkway South
Birmingham, Alabama 35244
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 15, 2007
--------------------------------------------------------------------------------
(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 that is the subject of 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 Rule 13d-7 for
other parties to whom copies are to be sent.
----------
(1) 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 purpose of Section 18 of the Securities Exchange
Act of 1934 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
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Master Fund I, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
412,570*
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
412,570*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,619,450
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
14. TYPE OF REPORTING PERSON*
CO
----------
* This figure excludes 2,710,042 Shares which are directly owned by
Liberation Investments, L.P., 1,461,838 Shares which are directly owned by
Liberation Investments, Ltd. and 35,000 Shares which are directly owned by
Emanuel Pearlman. The Reporting Persons are deemed to be the beneficial
owners of such Shares as a result of their membership in the Group (as
defined below).
CUSIP No. 05873K108
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Offshore Manager, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
412,570*
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
412,570*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,619,450
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
14. TYPE OF REPORTING PERSON*
CO
----------
* This figure excludes 2,710,042 Shares which are directly owned by
Liberation Investments, L.P., 1,461,838 Shares which are directly owned by
Liberation Investments, Ltd. and 35,000 Shares which are directly owned by
Emanuel Pearlman. The Reporting Persons are deemed to be the beneficial
owners of such Shares as a result of their membership in the Group.
CUSIP No. 05873K108
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMC Investors, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
412,570*
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
412,570*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,619,450
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
14. TYPE OF REPORTING PERSON*
CO
----------
* This figure excludes 2,710,042 Shares which are directly owned by
Liberation Investments, L.P., 1,461,838 Shares which are directly owned by
Liberation Investments, Ltd. and 35,000 Shares which are directly owned by
Emanuel Pearlman. The Reporting Persons are deemed to be the beneficial
owners of such Shares as a result of their membership in the Group.
CUSIP No. 05873K108
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbert Management Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Alabama
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
412,570*
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
412,570*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,619,450
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
14. TYPE OF REPORTING PERSON*
CO
----------
* This figure excludes 2,710,042 Shares which are directly owned by
Liberation Investments, L.P., 1,461,838 Shares which are directly owned by
Liberation Investments, Ltd. and 35,000 Shares which are directly owned by
Emanuel Pearlman. The Reporting Persons are deemed to be the beneficial
owners of such Shares as a result of their membership in the Group.
CUSIP No. 05873K108
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip Falcone
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
412,570*
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
412,570*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,619,450
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
14. TYPE OF REPORTING PERSON*
IN
----------
* This figure excludes 2,710,042 Shares which are directly owned by
Liberation Investments, L.P., 1,461,838 Shares which are directly owned by
Liberation Investments, Ltd. and 35,000 Shares which are directly owned by
Emanuel Pearlman. The Reporting Persons are deemed to be the beneficial
owners of such Shares as a result of their membership in the Group.
CUSIP No. 05873K108
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Raymond J. Harbert
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
412,570*
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
412,570*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,619,450
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
14. TYPE OF REPORTING PERSON*
IN
----------
* This figure excludes 2,710,042 Shares which are directly owned by
Liberation Investments, L.P., 1,461,838 Shares which are directly owned by
Liberation Investments, Ltd. and 35,000 Shares which are directly owned by
Emanuel Pearlman. The Reporting Persons are deemed to be the beneficial
owners of such Shares as a result of their membership in the Group.
CUSIP No. 05873K108
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael D. Luce
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
412,570*
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
412,570*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,619,450
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
14. TYPE OF REPORTING PERSON*
IN
----------
* This figure excludes 2,710,042 Shares which are directly owned by
Liberation Investments, L.P., 1,461,838 Shares which are directly owned by
Liberation Investments, Ltd. and 35,000 Shares which are directly owned by
Emanuel Pearlman. The Reporting Persons are deemed to be the beneficial
owners of such Shares as a result of their membership in the Group.
CUSIP No. 05873K108
---------------------
This Amendment No. 3 to Schedule 13D ("Amendment No. 2") amends and
supplements the Schedule 13D filed with the Securities and Exchange Commission
on July 5, 2007, as amended by Amendment No. 2 filed on August 14, 2007 and
Amendment No. 1 filed on July 31, 2007 and (the "Schedule 13D"), by Harbinger
Capital Partners Master Fund I, Ltd. (the "Master Fund" and, together with
Harbinger Capital Partners Special Situations Fund, L.P., the "Harbinger
Investors"), Harbinger Capital Partners Offshore Manager, L.L.C. ("Harbinger
Management"), the investment manager of the Master Fund, HMC Investors, L.L.C.,
its managing member ("HMC Investors"), Harbert Management Corporation ("HMC"),
the managing member of HMC Investors, Philip Falcone, a shareholder of HMC and
the portfolio manager of the Master Fund, Raymond J. Harbert, a shareholder of
HMC, and Michael D. Luce, a shareholder of HMC (each of the Master Fund,
Harbinger Management, HMC Investors, HMC, Philip Falcone, Raymond J. Harbert and
Michael D. Luce may be referred to herein as a "Reporting Person" and
collectively may be referred to as "Reporting Persons" and, together with
Liberation Investments, L.P., Liberation Investments, Ltd., Liberation
Investment Group, LLC and Emanuel Pearlman, the "Group") relating to shares of
common stock (the "Common Stock"), $.01 par value per share, of Bally Total
Fitness Holding Corporation (the "Company"). Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in the
Schedule 13D. As specifically amended and supplemented by this Amendment No. 3,
the Schedule 13D shall remain in full force and effect.
--------------------------------------------------------------------------------
Item 1. Security and Issuer.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D FILED ON JULY 5, 2007.
--------------------------------------------------------------------------------
Item 2. Identity and Background.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D FILED ON JULY 5, 2007.
--------------------------------------------------------------------------------
Item 3. Source and Amount of Funds or Other Consideration.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D FILED ON JULY 5, 2007.
--------------------------------------------------------------------------------
Item 4. Purpose of Transaction.
ITEM 4 OF THE SCHEDULE 13D FILED ON AUGUST 14, 2007 IS HEREBY AMENDED
AND SUPPLEMENTED BY ADDING THE FOLLOWING IMMEDIATELY AFTER THE LAST PARAGRAPH
THEREOF:
On August 15, 2007, the Harbinger Investors entered into an Investment
Agreement with the Company (the "Investment Agreement") pursuant to which the
Harbinger Investors agreed to invest $233.6 million in exchange for 100% of the
common equity of the reorganized Company as contemplated by the Harbinger
Proposal, subject to certain conditions. If the Investment Agreement terminates
under limited circumstances provided for in the Investment Agreement, the
Company has agreed to pay the Harbinger Investors a break-up fee of $10 million
and to reimburse the Harbinger Investors' reasonable out-of-pocket expenses,
subject to certain caps.
On August 15, 2007, the Harbinger Investors also entered into a
Restructuring Support Agreement (the "Restructuring Support Agreement") pursuant
to which the Harbinger Investors, holders of more than 55% of the Company's
10-1/2% Senior Notes due 2011 ("Senior Notes" and holders of such notes, "Senior
Noteholders"), subject to the modifications to the treatment of the Senior Notes
described below, and holders of more than 80% of the Company's 9-7/8% Senior
Subordinated Notes due 2007 ("Subordinated Notes" and holders of such notes,
"Subordinated Noteholders), which include affiliates of Tennenbaum Capital
Partners, LLC, Goldman, Sachs & Co. and Anschutz Investment Company, subject to
bankruptcy approval, have agreed to support the Amended Plan.
The Harbinger Proposal under the Amended Plan would provide equal or
better treatment to all holders of unsecured claims against the Company,
including the Senior and Subordinated Noteholders. Specifically:
o The annual interest rate payable under the Senior Notes would be
increased to 13% (from 12-3/8% in the Existing Plan), with
corresponding increases in the premiums payable for early
redemption. The Senior Noteholders would otherwise receive the
same treatment as provided in the Existing Plan.
o Subordinated Noteholders would receive an immediate cash payment
of $123.5 million in the aggregate, with the remaining balance of
the Subordinated Notes to be satisfied through the issuance of
approximately $200 million in new subordinated notes of the
reorganized Company. The annual interest rate payable under the
new subordinated notes would be increased by 200 basis points to
15 5/8% as the payment-in-kind interest rate and 14% as the cash
pay interest rate. Subordinated Noteholders would otherwise
receive the same treatment as provided in the Existing Plan.
Under the Existing Plan, Subordinated Noteholders would not
receive any cash payments.
o Holders of all other unsecured claims would receive full payment
in cash, in some cases over time with interest.
o Holders of the Company's existing common stock and certain other
claims treated as equity in bankruptcy would receive $16.5
million in the aggregate. Under the Existing Plan, existing
common stockholders would receive no distribution.
The Restructuring Support Agreement and the Investment Agreement will
become effective upon approval of the Bankruptcy Court, which the Company is
seeking at the hearing scheduled for August 21, 2007.
A copy of the Investment Agreement is filed herewith as Exhibit J. A
form of the Restructuring Support Agreement is filed herewith as Exhibit K.
The Reporting Persons have no plans or proposals as of the date of this
filing which, other than as expressly set forth above, relate to, or would
result in, any of the actions enumerated in clauses (a) through (j) of Item 4 of
Schedule 13D.
--------------------------------------------------------------------------------
Item 5. Interest in Securities of the Issuer.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D FILED ON JULY 5, 2007.
--------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
ITEM 6 OF THE SCHEDULE 13D FILED ON AUGUST 14, 2007 IS HEREBY AMENDED
AND SUPPLEMENTED BY ADDING THE FOLLOWING IMMEDIATELY AFTER THE LAST PARAGRAPH
THEREOF:
On August 15, 2007, the Harbinger Investors entered into the Investment
Agreement and the Restructuring Support Agreement (as described in Item 4
above). A copy of the Investment Agreement is filed herewith as Exhibit J. A
form of the Restructuring Support Agreement is filed herewith as Exhibit K.
--------------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits.
ITEM 7 FROM THE SCHEDULE 13D FILED ON AUGUST 14, 2007 IS HEREBY AMENDED
TO INCLUDE THE FOLLOWING EXHIBITS:
Exhibit J: Investment Agreement
Exhibit K: Form of Restructuring Support Agreement
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
--------------------------
Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
--------------------------
HMC Investors, L.L.C.
By: /s/ William R. Lucas, Jr.
--------------------------
Harbert Management Corporation
By: /s/ William R. Lucas, Jr.
--------------------------
/s/ Philip Falcone
--------------------------
Philip Falcone
/s/ Raymond J. Harbert
--------------------------
Raymond J. Harbert
/s/ Michael D. Luce
--------------------------
Michael D. Luce
August 17, 2007
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
SK 03773 0003 803572