FORM 12b-25 - 12/31/2003 FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 0-27478
(Check One)
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ý Form 10-K |
o Form 20-F |
o Form 11-K |
o Form 10-Q |
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o Form N-SAR |
o Form N-CSR |
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For Period Ended: December 31, 2003 |
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o Transition Report on Form 10-K |
o Transition Report on Form 10-Q |
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o Transition Report on Form 20-F |
o Transition Report on Form N-SAR |
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o Transition Report on Form 11-K |
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For the Transition Period Ended: |
Read attached instruction sheet 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
8700 WEST BRYN MAWR AVENUE
Address of Principal Executive Office (Street and Number)
CHICAGO, ILLINOIS 60631
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): ý
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(a)
The reasons described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense; |
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(b)
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 portion
thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and |
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(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable. |
State below in reasonable
detail the reasons why Forms 10-K, 20-F, 11-K, 10-0, N-SAR, N-CSR, or the
transition report or portion thereof, could not be filed within the prescribed
period.
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The Registrant is in the
process of incorporating into its financial statements to be included in its
Annual Report on Form 10-K for the year ended December 31, 2003 the impact of a
change in accounting method with respect to recognition of membership revenues.
As the Registrant announced in a press release on March 11, 2004 (which release
was furnished to the Commission under Item 12 of Form 8-K), the Registrant has
elected to change from its prior method of estimation-based deferral accounting
to a preferable modified cash basis of accounting for its membership revenues
effective with the 2003 period. This change and related items result in non-cash
charges aggregating $675 million, including a $43 million restatement resulting
from a correction of an error relating to prior calculation of a portion of
prepaid dues. The Registrant and its independent auditors are working diligently
to complete the financial statements and year-end audit reflecting these
matters. The Registrant anticipates that the Form 10-K will be completed and
filed on or before the fifteenth calendar day following the prescribed due date
for the Form 10-K. |
| PART IV - |
OTHER INFORMATION |
| (1) |
Name and
telephone number of person to contact in regard to this notification |
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John W. Dwyer |
(773) |
380-3000 |
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(Name) |
(Area Code) |
(Telephone Number) |
| (2) |
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 the answer is no, identify report(s). ý Yes
o No |
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| (3) |
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? ý Yes
o No |
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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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As described in the
Registrant’s March 11, 2004 press release referred to in Part III above,
the Registrant reported for 2003 a net loss of $646.0 million or $19.78 per
diluted share, which includes $675 million of non-cash charges arising from the
conversion to a modified cash basis of accounting, related changes to deferred
taxes and correction of an error relating to prior calculation of a portion of
prepaid dues. For the 2003 fourth quarter, the Registrant reported a net loss of
$8.0 million, or $.24 per diluted share. Additional information is set forth in
the Registrant’s press release, which was furnished to the Commission on
Form 8-K. |
2
BALLY TOTAL FITNESS HOLDING CORPORATION
(Name of Registrant as Specified in Charter)
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Has caused
this notification to be signed on its behalf by the undersigned hereunto duly
authorized. |
| Date: |
March 12, 2004 |
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By: |
/s/ John W. Dwyer |
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John W. Dwyer |
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Chief Financial Officer |
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ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001)
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