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OMB
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SEC FILE NUMBER |
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CUSIP NUMBER |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one): |
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o Form 10-K
o Form 20-F
o Form 11-K
þ Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For Period Ended: |
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June 30, 2006 |
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o Transition
Report on Form 10-K |
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o Transition
Report on Form 20-F |
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o Transition
Report on Form 11-K |
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o Transition
Report on Form 10-Q |
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o Transition
Report on Form N-SAR |
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For the Transition Period Ended:
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Read Instruction (on back page) Before
Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which
the notification relates:
PART I REGISTRANT INFORMATION
BALLY TOTAL FITNESS HOLDING CORPORATION
Full Name of Registrant
Former Name if Applicable
Address of Principal Executive
Office (Street and Number)
City, State and Zip Code
PART II RULES 12b-25(b) AND (c)
If the subject report could
not be filed without unreasonable effort or expense and the registrant seeks relief pursuant
to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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o |
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(a)
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The reason described in reasonable detail
in Part III of this form could not be
eliminated without unreasonable effort or expense |
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(b)
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The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c)
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The accountants statement or
other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III NARRATIVE
State below in
reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the prescribed time period.
The Company will
be unable to complete all aspects of its Form 10-Q for the quarter ended June 30,
2006 on or prior to the required filing date of August 9, 2006. The principal reasons
for this delay relate to the delay in completion of the Companys financial statements
for the year ended December 31, 2005 and quarter ended March 31, 2006, which were
included in the Companys 2005 Annual Report on Form 10-K and Quarterly Report on
Form 10-Q for the first quarter of 2006 filed with the Commission on June 27, 2006.
The Company currently expects that it will file its Form 10-Q for the quarter ended
June 30, 2006 before the September 11, 2006 expiration of the financial reporting
covenant waiver period previously obtained from the Companys senior bank lenders
and bondholders. For additional information, see the Companys filings on Form 12b-25
dated March 14 and May 10, 2006.
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SEC 1344 (03-05) |
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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 OMB control number. |
(Attach extra Sheets if Needed)
PART IV OTHER INFORMATION
(1) |
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Name and telephone number of person to contact in regard to this notification |
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Marc D. Bassewitz, Senior Vice President |
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773 |
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399-7606 |
(Name) |
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(Area Code)
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(Telephone Number) |
(2) |
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Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed ? If answer is no,
identify report(s). |
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Yes þ No o |
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(3) |
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Is it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included in the
subject report or portion thereof? |
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Yes þ No o |
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if
appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
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It is not possible to state at this time
whether there will be a significant change in the results of operations of the Company for the fiscal
quarter ended June 30, 2006 as compared to the fiscal quarter ended June 30, 2005. As discussed in Part III
above, additional work must be completed before the Company will be able to finalize its financial results
for the quarter ended June 30, 2006. |
BALLY TOTAL FITNESS HOLDING CORPORATION
(Name of Registrant as Specified in Charter)
has caused this notification to be signed
on its behalf by the undersigned hereunto duly authorized.
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Date: |
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August 10, 2006 |
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By: |
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/s/ Marc D. Bassewitz |
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Marc D. Bassewitz
Senior Vice President, Secretary and General Counsel |
INSTRUCTION:
The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive officer),
evidence of the representatives authority to sign on behalf of the
registrant shall be filed with the form.
ATTENTION
Intentional misstatements
or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
General
Instructions
1.
This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2.
One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities
and Exchange Commission, Washington, D.C. 20549, in accordance with
Rule 0-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the form will be made a matter
of public record in the Commission files.
3.
A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities
of the registrant is registered.
4.
Amendments to the notifications must also be filed on
Form 12b-25 but need not restate information that has been
correctly furnished. The form shall be clearly identified as an
amended notification.
5.
Electronic Filers. This form shall not be used by electronic
filers unable to timely file a report solely due to electronic
difficulties. Filers unable to submit reports within the time period
prescribed due to difficulties in electronic filing should comply
with either Rule 201 or Rule 202 of Regulation S-T
(§ 232.201 or § 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T (§ 232.13(b) of this chapter).
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SEC 1344
(07-03) |
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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 OMB control number. |
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