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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 17)*
BALLY TOTAL FITNESS HOLDING CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
05873K108
(CUSIP Number)
MR. JOSEPH R. THORNTON, CHIEF OPERATING OFFICER
PARDUS CAPITAL MANAGEMENT L.P.
1001 AVENUE OF THE AMERICAS
SUITE 1100
NEW YORK, NY 10018
(212) 719-7550
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
with a copy to
JEFFREY D. MARELL, ESQ.
CARL L. REISNER, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
JANUARY 23, 2006
(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 which is the subject to 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 Section 240.13d-7 for other
parties to whom copies are to be sent.
*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 purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") 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 PAGE 2 OF 9
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
Pardus European Special Opportunities Master Fund L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] Not
(b) [X] Applicable
--------------------------------------------------------------------------------
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)
[_] Not Applicable
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
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7 SOLE VOTING POWER
5,500,000*
NUMBER OF -----------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,500,000*
PERSON -----------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,500,000*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_] Not Applicable
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4%*
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14 TYPE OF REPORTING PERSON
PN
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----------
* Pardus European Special Opportunities Master Fund L.P., a limited partnership
formed under the laws of the Cayman Islands (the "Fund"), is the beneficial
owner of 5,500,000 shares of the common stock, par value $0.01 per share (the
"Shares"), of Bally Total Fitness Holding Corporation, a Delaware corporation
(the "Company"). Pardus Capital Management L.P., a Delaware limited partnership
("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. Pardus
Capital Management LLC, a Delaware limited liability company ("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 Shares held by the Fund; however,
PCM LLC and Mr. Samii disclaim beneficial ownership of all Shares held by the
Fund. Based on information provided by the Company, as of December 20, 2005
there were 38,285,905 shares of the Company's common stock issued and
outstanding. Thus, for the purposes of Reg. Section 240.13d-3, the Fund and PCM
are deemed to beneficially own, and PCM LLC and Mr. Karim Samii may be deemed to
beneficially own, 5,500,000 Shares, or approximately 14.4% of the issued and
outstanding Shares.
CUSIP NO. 05873K108 PAGE 3 OF 9
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
Pardus Capital Management L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] Not
(b) [X] Applicable
--------------------------------------------------------------------------------
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)
[_] Not Applicable
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
5,500,000*
NUMBER OF -----------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,500,000*
PERSON -----------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,500,000*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_] Not Applicable
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IA
--------------------------------------------------------------------------------
----------
* The Fund is the beneficial owner of 5,500,000 Shares of the Company. 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 Shares held by the Fund; however,
PCM LLC, and Mr. Samii disclaim beneficial ownership of all Shares held by the
Fund. Based on information provided by the Company, as of December 20, 2005
there were 38,285,905 shares of the Company's common stock issued and
outstanding. Thus, for the purposes of Reg. Section 240.13d-3, the Fund and PCM
are deemed to beneficially own, and PCM LLC and Mr. Karim Samii may be deemed to
beneficially own, 5,500,000 Shares, or approximately 14.4% of the issued and
outstanding Shares.
CUSIP NO. 05873K108 PAGE 4 OF 9
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
Pardus Capital Management LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] Not
(b) [X] Applicable
--------------------------------------------------------------------------------
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)
[_] Not Applicable
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
5,500,000*
NUMBER OF -----------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,500,000*
PERSON -----------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,500,000*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_] Not Applicable
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
----------
* The Fund is the beneficial owner of 5,500,000 Shares of the Company. 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 Shares held by the Fund; however,
PCM LLC and Mr. Samii disclaim beneficial ownership of all Shares held by the
Fund. Based on information provided by the Company, as of December 20, 2005
there were 38,285,905 shares of the Company's common stock issued and
outstanding. Thus, for the purposes of Reg. Section 240.13d-3, the Fund and PCM
are deemed to beneficially own, and PCM LLC and Mr. Karim Samii may be deemed to
beneficially own, 5,500,000 Shares, or approximately 14.4% of the issued and
outstanding Shares.
CUSIP NO. 05873K108 PAGE 5 OF 9
SCHEDULE 13D
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Mr. Karim Samii
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] Not
(b) [X] Applicable
--------------------------------------------------------------------------------
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)
[_] Not Applicable
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
5,500,000*
NUMBER OF -----------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,500,000*
PERSON -----------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,500,000*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_] Not Applicable
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
----------
* The Fund is the beneficial owner of 5,500,000 Shares of the Company. 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 Shares held by the Fund; however,
PCM LLC and Mr. Samii disclaim beneficial ownership of all Shares held by the
Fund. Based on information provided by the Company, as of December 20, 2005
there were 38,285,905 shares of the Company's common stock issued and
outstanding. Thus, for the purposes of Reg. Section 240.13d-3, the Fund and PCM
are deemed to beneficially own, and PCM LLC and Mr. Karim Samii may be deemed to
beneficially own, 5,500,000 Shares, or approximately 14.4% of the issued and
outstanding Shares.
CUSIP NO. 05873K108 PAGE 6 OF 9
Pursuant to Rule 13d-2(a) of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned
hereby amends the Schedule 13D Statement originally filed by Pardus Capital
Management L.P., a Delaware limited partnership ("PCM"), dated 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, 2005, dated November
17, 2005, Amendment No. 10, dated December 5, 2005, Amendment No. 11, dated
December 8, 2005, Amendment No.12, dated December 29, 2005, Amendment No. 13,
dated January 10, 2006, Amendment No. 14, dated January 12, 2006, Amendment No.
15, dated January 17, 2006, and Amendment No. 16, dated January 23, 2006, (as
amended, the "Schedule 13D"), relating to the common stock, par value $0.01 per
share (the "Shares"), of Bally Total Fitness Holding Corporation, a Delaware
corporation (the "Company"). This Amendment No. 17 to the Schedule 13D is being
filed on behalf of Pardus European Special Opportunities Master Fund L.P., a
limited partnership formed under the laws of the Cayman Islands (the "Fund"),
PCM, Pardus Capital Management LLC, a Delaware limited liability company ("PCM
LLC"), and Mr. Karim Samii (individually, a "Reporting Person", and
collectively, the "Reporting Persons").
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No material change.
Item 4. PURPOSE OF TRANSACTION.
This Item 4 is hereby amended by adding the following:
"On January 23, 2006, the Fund issued a press release announcing that
Proxy Governance, Inc., an independent proxy advisor, recommends that Company
shareholders support Pardus' slate of directors and recommends that shareholders
vote against the Company's proposed new Omnibus Stock Plan in connection with
the upcoming annual meeting of shareholders scheduled to take place on January
26, 2006. A copy of the press release is attached hereto as Exhibit 22.
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."
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
No material change.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 21: Joint Filing Agreement, dated January 23, 2006,
among the Reporting Persons.
Exhibit 22: Press Release, dated January 23, 2006.
CUSIP NO. 05873K108 PAGE 7 OF 9
SIGNATURE
After reasonable inquiry and to the best of its or his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 23, 2006
PARDUS EUROPEAN SPECIAL OPPORTUNITIES
MASTER FUND L.P.
By: Pardus Capital Management L.P.,
its Investment Manager
By: Pardus Capital Management LLC,
its general partner
By: /s/ Karim Samii
-----------------------------------
Name: Karim Samii
Title: Sole Member
PARDUS CAPITAL MANAGEMENT L.P.
By: Pardus Capital Management LLC,
its general partner
By: /s/ Karim Samii
-----------------------------------
Name: Karim Samii
Title: Sole Member
PARDUS CAPITAL MANAGEMENT LLC
By: /s/ Karim Samii
-----------------------------------
Name: Karim Samii
Title: Sole Member
/s/ Karim Samii
---------------------------------------
Karim Samii
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).