UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 7)*
BALLY TOTAL FITNESS HOLDING CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 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
OCTOBER 17, 2005
(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 5
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
Pardus Capital Management L.P. (34-2037131)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] Not
(b) [_] Applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_] Not Applicable
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
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7 SOLE VOTING POWER
5,000,000*
NUMBER OF -----------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,000,000*
PERSON -----------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_] Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4%*
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14 TYPE OF REPORTING PERSON
IA
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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 holder of
5,000,000 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. Thus, as of
October 5, 2005, for the purposes of Reg. Section 240.13d-3, PCM is deemed to
beneficially own 5,000,000 Shares, or 14.4% of the Shares deemed issued and
outstanding as of that date.
CUSIP NO. 05873K108 PAGE 3 OF 5
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 its Schedule 13D Statement, 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 and Amendment No. 6, dated
October 6, 2005 (as amended, the "Schedule 13D"), relating to the common stock,
par value $0.01 per share, of the Company. This Amendment No. 7 to the Schedule
13D is being filed on behalf of PCM.
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:
"PCM has attached as Exhibit 1 to this Schedule 13D a letter, dated
October 17, 2005, from PCM to the Board of Directors of the Company notifying
the Company of an intention to nominate individuals for election to the Board of
Directors of the Company at the next annual meeting of the Company's
stockholders presently scheduled to take place on January 26, 2006.
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 1: Letter, dated October 17, 2005, from PCM to the
Board of Directors of the Company.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 17, 2005
PARDUS CAPITAL MANAGEMENT L.P.
By: Pardus Capital Management LLC, its general
partner
By: /s/ Karim Samii
-------------------------------------------
Name: Karim Samii
Title: Sole Member
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).