UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 28, 2007
BALLY TOTAL FITNESS HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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001-13997
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36-3228107 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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| 8700 West Bryn Mawr Avenue, Chicago, Illinois
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60631 |
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| (Address of principal executive offices)
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
BALLY TOTAL FITNESS HOLDING CORPORATION
FORM 8-K
Current Report
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| Item 5.02 |
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Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. |
On
May 28, 2007, the Board of Directors (the “Board”) of Bally Total Fitness Holding Corporation (“Bally” or
the “Company”) approved an incentive plan pursuant to which
Don R. Kornstein, the Company’s Chief Restructuring Officer, and certain other executive officers,
including Marc Bassewitz, the Company’s Senior Vice President, Secretary and General Counsel, and
John Wildman, the Company’s Senior Vice President and Chief Operating Officer, will each be
eligible to receive a cash incentive award (“Incentive Bonus”) in connection with the successful
consummation of a plan of reorganization filed under Chapter 11 of the U.S. Bankruptcy Code as to
which the Company is a debtor (the “Restructuring Plan”).
The Company would implement the incentive plan by entering into
Restructuring Bonus Agreements (the “Bonus Agreements”)
with affected executive officers. The Bonus Agreements each set forth a
maximum incentive value which is payable if the Company consummates a Restructuring Plan by
September 30, 2007 (the “Target Date”) and provide for incremental monthly reductions thereafter.
The Board set the maximum value of Mr. Kornstein’s Incentive Bonus at $2,100,000, with
reductions based on the number of months after the expiration of the Target Date in which the
Restructuring Plan becomes effective. If the Restructuring Plan does not become effective within
eight months of the expiration of the Target Date, Mr. Kornstein will no longer be eligible to
receive an Incentive Bonus.
The Board set the maximum value of Mr. Bassewitz’s Incentive Bonus at $375,000, with
reductions based on the number of months after the expiration of the Target Date in which the
Restructuring Plan becomes effective. If the Restructuring Plan becomes effective after more than
five months after the expiration of the Target Date, Mr. Bassewitz will be eligible to receive an
Incentive Bonus of $131,250 and the Incentive Bonus will not be reduced thereafter.
The
Board set the maximum value of Mr. Wildman’s Incentive Bonus at $159,375, with reductions
based on the number of months after the expiration of the Target Date in which the Restructuring
Plan becomes effective. If the Restructuring Plan becomes effective
after more than five months after the expiration of the Target Date, Mr. Wildman will be eligible
to receive an Incentive Bonus of $55,781 and the Incentive Bonus will not be reduced thereafter.
The foregoing summary of each Bonus Agreement is qualified in its entirety by the terms of the
applicable Bonus Agreement. A form of the Bonus Agreement, as applicable to Messrs. Bassewitz and
Wildman, is attached hereto as Exhibit 10.1 and incorporated herein by reference. A form of the
Bonus Agreement, as applicable to Mr. Kornstein, is attached hereto as Exhibit 10.2 and
incorporated herein by reference.
Item 8.01 Other Events
On May 31, 2007, the Company issued a press release (the “Press Release”)
announcing that the Company had reached agreement in principle on the proposed terms of a
consensual restructuring with certain holders of its 9-7/8% Senior Subordinated Notes due 2007.
The Company expects to implement the proposed restructuring through a pre-packaged filing of a plan
of reorganization under Chapter 11 of the U.S. Bankruptcy Code.
A copy of the Press Release is attached as Exhibit 99.1 hereto and incorporated herein by
reference. The proposed terms of the pre-packaged plan of reorganization are described in the
Summary of Terms and Conditions of Proposed Restructure, which is attached as Exhibit 99.2 hereto
and incorporated herein by reference.