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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 8, 1998
REGISTRATION NO. 333-48241
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BALLY TOTAL FITNESS HOLDING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 7991 36-3228107
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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8700 West Bryn Mawr Avenue
Chicago, Illinois, 60631
(773) 380-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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LEE S. HILLMAN
Bally Total Fitness Holding Corporation
8700 West Bryn Mawr Avenue
Chicago, Illinois 60631
(773) 380-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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IRV BERLINER MARC D. BASSEWITZ
Benesch, Friedlander, Coplan & Aronoff Latham & Watkins
LLP
2300 BP America Building 5800 Sears Tower
200 Public Square Chicago, Illinois 60606
Cleveland, Ohio 44114 (312) 876-7700
(216) 363-4500
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this registration statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-48241
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) PRICE(2) REGISTRATION FEE
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Common Stock, $.01 par 334,000 $31.38 $10,480,920 $3,092
value per share(3)
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(1) Includes 34,000 shares subject to an option granted to the Underwriters to
cover any over-allotments.
(2) Determined based on the price per share of the Company's Common Stock, $.01
par value per share ("Common Stock"), which shares of Common Stock will be
sold to the public.
(3) Associated with the Common Stock are preferred stock purchase rights that
will not be exercisable or evidenced separately from the Common Stock prior
to the occurrence of certain events.
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THIS REGISTRATION STATEMENT SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 8(a) OF THE SECURITIES ACT OF 1933.
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Bally Total Fitness Holding Corporation, a Delaware corporation, hereby
incorporates by reference into this Registration Statement on Form S-3 in its
entirety the Registration Statement on Form S-3 (file no. 333-48241), which was
declared effective on May 7, 1998 by the Securities and Exchange Commission.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CHICAGO, STATE OF ILLINOIS, ON MAY 7, 1998.
BALLY TOTAL FITNESS HOLDING
CORPORATION
By: /s/ John W. Dwyer
------------------------------------
John W. Dwyer
Executive Vice President, Chief
Financial Officer and Treasurer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
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SIGNATURE TITLE DATE
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Chairman of the Board of May 7, 1998
- --------------------------------------------- Directors
Arthur M. Goldberg
/s/ Lee S. Hillman Chief Executive Officer, May 7, 1998
- --------------------------------------------- President, and Director
Lee S. Hillman (Principal Executive Officer)
/s/ John W. Dwyer Executive Vice President, Chief May 7, 1998
- --------------------------------------------- Financial Officer and Treasurer
John W. Dwyer (Principal Financial Officer)
/s/ Geoffrey M. Scheitlin Vice President and Controller May 7, 1998
- --------------------------------------------- (Principal Accounting Officer)
Geoffrey M. Scheitlin
/s/ Aubrey C. Lewis Director May 7, 1998
- ---------------------------------------------
Aubrey C. Lewis
/s/ J. Kenneth Looloian Director May 7, 1998
- ---------------------------------------------
J. Kenneth Looloian
/s/ James F. Mc Anally, M.D. Director May 7, 1998
- ---------------------------------------------
James F. Mc Anally, M.D.
/s/ Liza M. Walsh Director May 7, 1998
- ---------------------------------------------
Liza M. Walsh
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II-1
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EXHIBIT INDEX
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PAGE
NUMBER IN
SEQUENTIAL
NUMBERING
EXHIBIT SYSTEM
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5.1 Opinion of Benesch, Friedlander, Coplan & Aronoff LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Benesch, Friedlander, Coplan & Aronoff LLP
(contained in its Opinion filed as Exhibit 5.1 hereto).
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<PAGE> 1
Exhibit 5.1
May 7, 1998
Board of Directors
Bally Total Fitness Holding Corporation
8700 West Bryn Mawr Avenue
Chicago, Illinois 60631
Re: Registration Statement Pursuant to Rule 462(b)
Gentlemen:
Bally Total Fitness Holding Corporation, a Delaware corporation (the
"Company"), will file with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended, a Registration Statement on Form S-3
(the "Abbreviated Registration Statement"), which Registration Statement relates
to a proposed public offering of 334,000 shares (the "Shares") of common stock,
par value $.01 per share, of the Company ("Common Stock"), to be sold pursuant
to the terms of a purchase agreement to be executed by the Company and by
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Ladenburg Thalmann & Co. Inc., Chase Securities Inc. and certain other
underwriters (the "Purchase Agreement"). The Abbreviated Registration Statement
relates to the Company's Registration Statement on Form S-3 (File No. 333-48241)
(the "Registration Statement") and covers the Shares, which will be sold in
addition to the shares of Common Stock to be sold pursuant to the Registration
Statement.
You have requested our opinion in connection with the Company's filing
of the Abbreviated Registration Statement. In this regard, we have examined and
relied on originals or copies, certified or otherwise identified to our
satisfaction as being true copies, of all such records of the Company, all such
agreements, certificates of officers of the Company and others, and such other
documents, certificates and corporate or other records as we have deemed
necessary as a basis for the opinion expressed in this letter including, without
limitation, the Purchase Agreement, the Company's Certificate of Incorporation,
the Registration Statement and the Abbreviated Registration Statement.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as certified or photostatic copies. As to facts
material to the opinions expressed in this letter, we have relied on statements
and certificates of officers of the Company and of state authorities.
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Board of Directors
Bally Total Fitness Holding Corporation
May 7, 1998
Page 2
We have investigated such questions of law for the purpose of rendering
the opinion in this letter as we have deemed necessary. We express no opinion in
this letter concerning any law other than the General Corporation Law of the
State of Delaware.
The opinion expressed herein assumes that there is no change in the
facts, circumstances and law in effect on the date of this opinion, particularly
as they relate to corporate authority and the Company's good standing under
Delaware law.
On the basis of and in reliance on the foregoing, we are of the opinion
that the Shares, when and if issued and paid for in accordance with the terms of
the Purchase Agreement, will be validly issued, fully paid and nonassessable.
The opinion in this letter is rendered in connection with the filing of
the Abbreviated Registration Statement. We hereby consent to the filing of this
letter as an exhibit to the Abbreviated Registration Statement and to being
named in the Abbreviated Registration Statement under the heading "Legal
Matters" as counsel to the Company.
Very truly yours,
/s/ Benesch, Friedlander,
Coplan & Aronoff LLP
BENESCH, FRIEDLANDER,
COPLAN & ARONOFF LLP
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EXHIBIT 23.1
We consent to the reference to our firm under the caption "Experts" and to the
use of our reports dated February 17, 1998, in the Registration Statement (Form
S-3) and related Prospectus of Bally Total Fitness Holding Corporation for the
registration of up to 334,000 shares of its common stock.
/s/ ERNST & YOUNG LLP
Chicago, Illinois
May 7, 1998
