===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 22)*
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, PORTFOLIO MANAGER
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
MAY 30, 2007
(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 10
SCHEDULE 13D
1 NAME OF REPORTING PERSON
Pardus European Special Opportunities Master Fund L.P.
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 OF ORGANIZATION
United States
7 SOLE VOTING POWER
6,105,500*
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,105,500*
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,105,500*
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)
14.8%*
14 TYPE OF REPORTING PERSON
PN
* 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 6,105,500 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 November 13,
2006 there were 41,286,512 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, 6,105,500 Shares, or approximately 14.8% of the issued and
outstanding Shares.
CUSIP NO. 05873K108 PAGE 3 of 10
SCHEDULE 13D
1 NAME OF REPORTING PERSON
Pardus Capital Management L.P.
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 OF ORGANIZATION
United States
7 SOLE VOTING POWER
6,105,500*
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,105,500*
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,105,500*
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)
14.8%*
14 TYPE OF REPORTING PERSON
IA
* The Fund is the beneficial owner of 6,105,500 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 November 13, 2006
there were 41,286,512 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, 6,105,500 Shares, or approximately 14.8% of the issued and
outstanding Shares.
CUSIP NO. 05873K108 PAGE 4 of 10
SCHEDULE 13D
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 OF ORGANIZATION
United States
7 SOLE VOTING POWER
6,105,500*
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,105,500*
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,105,500*
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)
14.8%*
14 TYPE OF REPORTING PERSON
OO
* The Fund is the beneficial owner of 6,105,500 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 November 13, 2006
there were 41,286,512 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, 6,105,500 Shares, or approximately 14.8% of the issued and
outstanding Shares.
CUSIP NO. 05873K108 PAGE 5 of 10
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 OF ORGANIZATION
United States
7 SOLE VOTING POWER
6,105,500*
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,105,500*
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,105,500*
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)
14.8%*
14 TYPE OF REPORTING PERSON
IN
* The Fund is the beneficial owner of 6,105,500 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 November 13, 2006
there were 41,286,512 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, 6,105,500 Shares, or approximately 14.8% of the issued and
outstanding Shares.
CUSIP NO. 05873K108 PAGE 6 of 10
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, Amendment No. 16, dated January 23, 2006, Amendment
No. 17, dated January 23, 2006, Amendment No. 18, dated January 27, 2006,
Amendment No. 19, dated April 20, 2006, Amendment No. 20, dated July 27, 2006
and Amendment No. 21, dated August 25, 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. 22 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 May 30, 2007, the Fund and the Company entered into a confidentiality
agreement (the "Confidentiality Agreement") pursuant to which, among other
things, the Company may make available to the Fund and its representatives
certain non-public information about the Company for the purpose of evaluating
and negotiating a possible restructuring of the Company. Subject to certain
exceptions, the Fund has agreed to maintain the confidentiality of any
confidential information of the Company provided to it pursuant to the
Confidentiality Agreement and has also agreed, in exchange for the agreement of
the Company, to disclose or provide an appropriate and adequate public summary
of all material non-public information provided to the Fund and its
representatives pursuant to the Confidentiality Agreement, that for a period
ending two (2) business days after the Deadline Date (as defined in the
Confidentiality Agreement, which in any event shall not be later than 1:00 p.m.
on August 28, 2007), the Reporting Persons will not purchase or sell, or enter
into any agreements to purchase or sell, or otherwise transact in any way in,
any securities (or beneficial ownership thereof) of the Company, or rights or
options to acquire any securities (or beneficial ownership thereof) of the
Company, including derivative securities representing the right to vote or
economic benefits of any such securities. A copy of the Confidentiality
Agreement is attached hereto as Exhibit 31 and incorporated herein by
reference, and the description herein is qualified in its entirety by reference
to the Confidentiality Agreement.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
No material change.
CUSIP NO. 05873K108 PAGE 7 OF 10
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
----------------------------------------------------------------------
This Item 6 is hereby amended by adding the following:
"On May 30, 2007, the Fund and the Company entered into the
Confidentiality Agreement pursuant to which, among other things, the Company
may make available to the Fund and its representatives certain non-public
information about the Company for the purpose of evaluating and negotiating a
possible restructuring of the Company. A copy of the Confidentiality Agreement
is attached hereto as Exhibit 31 and incorporated herein by reference, and the
description herein is qualified in its entirety by reference to the
Confidentiality Agreement."
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 30: Joint Filing Agreement, dated May 31, 2007,
among the Reporting Persons.
Exhibit 31: Confidentiality Agreement, dated as of
May 30, 2007, by and between the Fund and
the Company.
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: May 31, 2007
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).