UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 7, 2006
BALLY TOTAL FITNESS HOLDING CORPORATION
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
| Delaware
|
|
0-27478
|
|
36-3228107 |
|
|
|
|
|
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.) |
| |
|
|
| 8700 West Bryn Mawr Avenue, Chicago, Illinois
|
|
60631 |
|
|
|
|
| (Address of principal executive offices
|
|
(Zip Code) |
Registrant’s 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)) |
Item 1.01 Entry into a Material Definitive Agreement.
| (a) |
|
Supplemental Indentures |
On April 7, 2006,
Bally Total Fitness Holding Corporation (“Bally” or the “Company”) entered
into: (i) a supplemental indenture (the “Senior Notes Supplemental Indenture”) with U.S. Bank
National Association, as trustee (the “Trustee”), which amended the Indenture dated as of July 2,
2003, as supplemented on July 22, 2003, among Bally, as issuer, certain subsidiaries of Bally, as
guarantors, and the Trustee (the “Senior Notes Indenture”),
that governs Bally’s 10-1/2% Senior
Notes due 2011 (the “Senior Notes”) and (ii) a supplemental indenture (the “Senior Subordinated
Notes Supplemental Indenture”), which amended the Indenture dated as of December 16, 1998, between
Bally and the Trustee (the “Senior Subordinated Notes Indenture” and, together with the Senior
Notes Indenture, the “Indentures”), that governs
Bally’s 9-7/8% Senior Subordinated Notes due 2007
(the “Senior Subordinated Notes” and, together with the Senior Notes, the “Notes”). The Senior
Notes Supplemental Indenture and Senior Subordinated Notes Supplemental Indenture are collectively
referred to herein as the “Supplemental Indentures.”
The Supplemental
Indentures were entered into in connection with the successful completion of
Bally’s solicitation of consents from holders of the Senior Notes and holders of the Senior
Subordinated Notes to: (1) waive defaults arising from the Company’s previously announced
failure to timely file its financial statements for the fiscal year ended December 31, 2005 with
the Securities and Exchange Commission, and to deliver such financial statements to the Trustee;
and (2) extend the time for filing its financial statements for the quarters ended March 31 and
June 30, 2006 (the “Waivers”).
The preceding
description of the terms of the Supplemental Indentures is qualified in its
entirety by reference to the text of the Supplemental Indentures, which are attached hereto as
Exhibit 4.1 and Exhibit 4.2.
| (b) |
|
Stock Purchase Agreements |
On April 11, 2006, the Company entered into stock purchase agreements (the “Stock Purchase
Agreements”) with Wattles Capital Management, LLC (“Wattles”) and investment funds affiliated with
Ramius Capital Group, L.L.C. (collectively, “Ramius”), as described in more detail in Item 3.02 of
this Current Report on Form 8-K.
The description of the terms of the Stock Purchase Agreements in Item 3.02 of this Current
Report on Form 8-K is qualified in its entirety by reference to the text of the Stock Purchase
Agreements, which are attached hereto as Exhibit 10.1 and Exhibit 10.2.
| (c) |
|
Registration Rights Agreement |
In connection with the
issuance of shares of the Company’s Common Stock to Wattles and Ramius, as described in more detail
in Item 3.02 of this Current Report on Form 8-K, the Company entered into a registration rights
agreement with Wattles and Ramius on April 11, 2006 (the “Registration Rights Agreement”). Under
the terms of the Registration Rights Agreement, at any time and from time to time after the Company
becomes eligible to use a short form registration statement on Form S-3 or any successor form, an
initiating holder may make an initiating request on one occasion to register all or part of such
holder’s shares of Common Stock. In addition, holders of registrable common stock are entitled to
request the inclusion of shares of their registrable common stock in any registration statement
whenever the Company proposes to register any of its Common Stock under the Securities Act of 1933,
as amended, for sale for its own account. The right to request inclusion of shares does not apply
to a registration on Form S-4 or S-8.
In the Registration
Rights Agreement, the Company agreed to indemnify the holders of the
registrable common stock against certain liabilities in connection with the registration statement
or contribute to payments that the holders may be required to make in respect of those liabilities.
The preceding
description of the terms of the Registration Rights Agreement is qualified in
its entirety by reference to the text of the Registration Rights Agreement, which is attached
hereto as Exhibit 4.3.
Item 3.02. Unregistered Sales of Equity Securities.
On
April 11, 2006, the Company entered into the Stock Purchase Agreements with Wattles and
Ramius. The Company agreed to issue and
sell to Wattles 400,000 shares of the Company’s Common
Stock for an aggregate purchase price of
$2,800,000. The Company agreed to issue and sell to Ramius an
aggregate of 400,000 shares of the Company’s Common
Stock for an aggregate purchase price of $2,800,000. Each of Wattles and Ramius certified to the
Company that it is an “Accredited Investor” as that term is defined in Rule 501 of Regulation D
promulgated under the Securities Act. The Company will issue the shares of its Common Stock to
Wattles and Ramius in reliance upon Section 4(2) of the Securities Act. Proceeds from the sale of
Common Stock will be used to finance: (i) the cash portion of the consent solicitation consideration
to be paid to holders of the Notes and related expenses; (ii) fees and expenses relating to
similar waivers obtained from the lenders under the Company’s senior secured credit facility; and
(iii) additional working capital. Wattles and Ramius have
agreed, subject to certain exceptions, to vote the shares purchased
pursuant to the Stock Purchase Agreements in favor of a transaction
that may result from the Company’s strategic process and
approved by the Company’s Board of Directors.
On April 10, 2006, the Company instructed its transfer agent to issue 1,951,417 shares of
Common Stock to holders of the Notes that gave their consent to the Waivers in the consent
solicitations and elected to receive their consent payment in shares of Common Stock. Each
consenting holder that received shares of Common Stock certified to the Company that it is an
“Accredited Investor” as that term is defined in Rule 501 of Regulation D promulgated under the
Securities Act. The Company issued the shares of Common Stock to the consenting holders in
reliance upon section 4(2) of the Securities Act.
Item 8.01 Other Events.
On April 10,
2006, Bally issued a press release announcing the successful completion of the
solicitation of consents from holders of the Senior Notes and holders of the Senior Subordinated
Notes. The press release is attached hereto as Exhibit 99.1.