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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting material Pursuant to Rule 14a-11(c) or Rule 14a-12
BALLY TOTAL FITNESS HOLDING CORPORATION
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(Name of Registrant as Specified In Its Charter)
PARDUS EUROPEAN SPECIAL OPPORTUNITIES MASTER FUND L.P., PARDUS CAPITAL
MANAGEMENT L.P., PARDUS CAPITAL MANAGEMENT LLC, KARIM SAMII, JOSEPH R.
THORNTON, CHARLES J. BURDICK, BARRY R. ELSON AND DON R. KORNSTEIN
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:____________
2) Aggregate number of securities to which transaction applies:_______________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):_______________________________
4) Proposed maximum aggregate value of transaction:___________________________
5) Total fee paid:____________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:____________________________________________________
2) Form, Schedule or Registration Statement No.:______________________________
3) Filing Party:
4) Date Filed:_______________________________________________
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On December 8, 2005, Pardus European Special Opportunities Master Fund
L.P., a limited partnership formed under the laws of the Cayman Islands (the
"Fund"), Pardus Capital Management L.P., a Delaware limited partnership ("PCM"),
Pardus Capital Management LLC, a Delaware limited liability company ("PCM LLC")
and Mr. Karim Samii, the sole member of PCM LLC, filed Amendment Number 11 (the
"Amendment") to the Schedule 13D (as amended, the "Schedule 13D") originally
filed by PCM with the Securities and Exchange Commission on September 6, 2005.
The Amendment amends the previously filed Item 4 disclosure in the Schedule 13D
by adding the following:
"On December 8, 2005, the Fund sent a letter to the board of directors
of the Company advising of the Fund's concern and dismay over certain recent
developments at the Company and the actions that the Fund believes the board
should take to help restore stockholder value and public confidence and support
in the Company. A copy of the December 8, 2005 letter to the board has been
attached hereto as Exhibit 9.
Except as otherwise described in this Item 4 of this Schedule 13D, as
amended, the acquisition of the Shares by the Fund is for investment purposes on
behalf of the Fund."
On or about December 8, 2005, the Fund delivered a letter to the board
of directors of Bally Total Fitness Holding Corporation (the "Company") advising
of the Fund's concern and dismay over certain recent developments at the Company
and the actions that the Fund believes the board should take to help restore
stockholder value and public confidence and support in the Company. A copy of
the December 8, 2005 letter delivered to the board of directors of the Company
is attached hereto as Exhibit 1.
The Fund is the beneficial owner of 5,311,000 shares of the common
stock, par value $0.01 per share (the "Shares"), of the Company, including 1000
shares of common stock owned of record in the name of the Fund and 1000 shares
of common stock owned of record in the name Pardus Capital A/C Pardus European
Special Opportunities Master Fund L.P. PCM serves as the investment manager of
the Fund and possesses sole power to vote and direct the disposition of all
Shares held by the Fund. PCM LLC, as the general partner of PCM, and Mr. Karim
Samii, as the sole member of PCM LLC, may be deemed to be the beneficial owners
of all the Shares held by the Fund; however, PCM LLC and Mr. Karim Samii
disclaim beneficial ownership of all the Shares held by the Fund. Mr. Joseph R.
Thornton, a portfolio manager of PCM, may also earn fees and incentive
allocations on account of the Fund's investment in the Shares. Charles J.
Burdick, Barry R. Elson and Don R. Kornstein do not beneficially own any
securities of the Company and do not have any personal ownership interest,
direct or indirect, in any securities of the Company. Mr. Burdick currently
serves on the PCM Advisory Board which advises PCM and its affiliates from time
to time with respect to investment strategies, assessing business viability,
sourcing transactions and valuing potential investments. The PCM Advisory Board
members do not have any oversight responsibility or discretion over the
investments made by or on behalf of PCM and its affiliates and the PCM Advisory
Board members do not (except to the extent publicly disclosed by the Fund) have
any knowledge of the investments held by PCM and its affiliates from time to
time. Mr. Burdick does not receive and is not entitled to any compensation or
remuneration for serving on the PCM Advisory Board from the Fund or any of its
affiliates. The PCM Advisory Board members have the ability to invest up to an
aggregate of $10,000,000 in the Fund and certain of its affiliates. Mr. Burdick
does not have any investment interest in the Fund or any of its affiliates.
The persons filing this Schedule 14A are PCM, the Fund, PCM LLC and
Messrs. Samii, Thornton, Burdick, Elson and Kornstein (collectively, the
"Reporting Persons"). Based on information provided by the Company, as of
December 5, 2005 there were 38,094,479 shares of the Company's common stock
issued and outstanding. Thus, the Fund and PCM are deemed to beneficially own,
and PCM LLC and Mr. Karim Samii may be deemed to beneficially own, 5,311,000
Shares, or 13.9% of the shares of the Company's issued and outstanding common
stock.
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SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO SOLICITATION OF PROXIES BY THE REPORTING PERSONS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. WHEN COMPLETED, A
DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF
THE ISSUER AND WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE
COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE
PARTICIPANTS IN A PROXY SOLICITATION IS CONTAINED IN THIS SCHEDULE 14A AND THE
SCHEDULE 13D FILED BY PCM WITH THE SECURITIES AND EXCHANGE COMMISSION ON
SEPTEMBER 6, 2005, AS AMENDED BY AMENDMENT NO. 1, DATED SEPTEMBER 6, 2005,
AMENDMENT NO. 2, DATED SEPTEMBER 6, 2005, AMENDMENT NO. 3, DATED SEPTEMBER 8,
2005, AMENDMENT NO. 4, DATED SEPTEMBER 15, 2005, AMENDMENT NO. 5, DATED
SEPTEMBER 23, 2005, AMENDMENT NO. 6, DATED OCTOBER 6, 2005, AMENDMENT NO. 7,
DATED OCTOBER 17, 2005, AMENDMENT NO. 8, DATED OCTOBER 24, 2005, AMENDMENT NO.
9, DATED NOVEMBER 17, 2005, AMENDMENT NO. 10, DATED NOVEMBER 23, 2005, AND
AMENDMENT NO. 11, DATED DECEMBER 8, 2005, FILED BY THE FUND, PCM, PCM LLC AND
MR. SAMII (AS AMENDED, THE "SCHEDULE 13D"), WITH RESPECT TO BALLY TOTAL FITNESS
HOLDING CORPORATION. THE SCHEDULE 13D IS CURRENTLY AVAILABLE AT NO CHARGE ON THE
SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.
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