defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box: |
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o Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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o Definitive Proxy Statement |
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o Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
BALLY TOTAL FITNESS HOLDING CORPORATION
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
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1) Title of each class of securities to which transaction applies: |
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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4) Proposed maximum aggregate value of transaction: |
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o Fee paid previously with preliminary materials. |
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SEC 1913 (02-02) |
Persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid
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Attached hereto is a letter sent by the Board of Directors of Bally to Pardus European Special
Opportunities Master Fund L.P. on December 12, 2005.
Important Additional Information Will be Filed with the SEC
On December 6, 2005, Bally filed a preliminary proxy statement with the SEC. The proxy statement,
when final, will be mailed to Bally stockholders. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE
PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
ABOUT BALLY. Investors and stockholders will be able to obtain free copies of the Proxy Statement
and other documents filed with the Securities and Exchange Commission (the SEC) by Bally through
the web site maintained by the SEC at www.sec.gov. In addition, investors and stockholders
will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by
Bally by directing a request to Bally Total Fitness Holding Corporation, 8700 West Bryn Mawr
Avenue, Chicago, Illinois 60631, Attention: Investor Relations: Proxy Request.
LISTING OF PERSONS WHO MAY BE DEEMED PARTICIPANTS IN THE SOLICITATION AND CERTAIN INFORMATION
CONCERNING SUCH PERSONS IS SET FORTH IN THE COMPANYS PRELIMINARY PROXY STATEMENT DATED DECEMBER 6,
2005, WHICH MAY BE OBTAINED THROUGH THE WEB SITE MAINTAINED BY THE SEC AT www.sec.gov.
SINCE SUCH DATE, CARL J. LANDECK AND JAMES A. MCDONALD HAVE SOLD
25,000 AND 50,000 SHARES OF BALLY
COMMON STOCK, RESPECTIVELY.
December 12,
2005
Pardus European Special Opportunities Master Fund L.P.
c/o Pardus Capital Management L.P.
1001 Avenue of the Americas, Suite 1100
New York, NY 10018
Gentlemen:
We think it is inappropriate to negotiate the future of Bally Total Fitness through public rhetoric
and repeated letters.
The real issue at hand and one we believe will not be lost on the majority of Bally shareholders
is that the Company has made repeated and good faith attempts to meet Pardus demands in keeping
with your position as an owner of just under 15% of Ballys shares. However, instead of
negotiating in good faith, you have chosen to torpedo the process, despite the fact that we have
been willing to reach a reasonable, negotiated settlement in the interest of all shareholders.
Your proposal to add four Pardus designees to our board and give them effective veto over our
strategic alternatives process would, in light of your private demands to participate in that
process, be irresponsible as a governance matter.
We take our fiduciary responsibilities very seriously. Together with J.P. Morgan and The
Blackstone Group, we intend to consider all reasonable strategic alternatives that may include, but
are not limited to, a recapitalization, the sale of securities or assets of the Company or the sale
or merger of Bally Total Fitness with another entity or strategic partner. Contrary to your
misstatements, there has been no private deal-making or side negotiations taking place with
management or anyone else, and your proposition that we deliberately sold Crunch for less than full
value in order to drive down Ballys value is absurd on its face. We and our advisors will run an
open process, whether or not your nominees are in the boardroom. We understand that you view
Ballys stock as undervalued, and encourage you to make an offer through our strategic process for the
Company rather than engaging in histrionics.
We find it ironic that you publicly acknowledge last week, the Company reported financial and
operating results that were even better than street expectations. Yet at the same time you
attempt to discredit the very management team that is responsible for the turnaround. As to your
suggestions for improving the business, we cannot help but note their similarity to the very
business plan management has been implementing for the past several months and was outlined in
their conference call last week.
The fact is that Bally is delivering on what it promised to shareholders, and we support current
managements plan that has been driving good results revenue is up, costs are down, and the
trends are positive. These results dont happen in a vacuum. They are the result of the very hard
work of a dedicated team.
Sincerely yours,
The Board of Directors of Bally Total Fitness Holding Corporation