PROSPECTUS
141,723 SHARES
BALLY TOTAL FITNESS HOLDING CORPORATION
COMMON STOCK
---------------------
This prospectus relates to 141,723 shares of our common stock that may be
offered for sale or otherwise transferred from time to time by one or more of
the selling stockholders identified in this prospectus. The aggregate net
proceeds to the selling stockholders from the sale of the shares of Bally common
stock will equal the sales price of such shares of common stock, less any
commissions. See "Plan of Distribution". We will not receive any of the proceeds
from the sale of the shares of common stock by the selling stockholders. We will
pay the expenses incurred in registering the 141,723 shares of common stock,
including legal and accounting fees.
All of the 141,723 shares of common stock offered hereby were issued in
connection with our acquisition of seven fitness centers in September 1999. The
acquired fitness centers are located in the Fresno and San Francisco, California
areas.
Our common stock is traded on the New York Stock Exchange under the symbol
"BFT". The last reported sales price of our common stock on the NYSE on January
13, 2000 was $25.44 per share. Our mailing address is 8700 West Bryn Mawr
Avenue, Chicago, Illinois 60631 and our telephone number is (773) 380-3000.
INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 2.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is January 13, 2000
<PAGE>
RISK FACTORS
This prospectus includes "Forward Looking Statements" within the meaning
of Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act of 1934 including, in particular, the statements about our plans,
strategies, and prospects. Although we believe our plans, intentions and
expectations reflected in or suggested by such forward-looking statements are
reasonable, we can give no assurance such plans, intentions or expectations will
be achieved. Important factors that could cause actual results to differ
materially from the forward-looking statements we make in this prospectus are
set forth below and elsewhere in this prospectus. All forward-looking statements
attributable to Bally or persons acting on our behalf are expressly qualified in
their entirety by the following cautionary statements.
NET LOSSES -- WE REPORTED LOSSES IN 1995, 1996 AND 1997.
Although we reported earnings before extraordinary items of $13.3 million
in 1998, we reported losses before extraordinary items of $23.5 million, $24.9
million and $31.4 million for the years ended December 31, 1997, 1996 and 1995,
respectively. On a pro forma basis, adjusting the income tax provision/benefit
as if we had filed our own separate consolidated tax return, the loss for 1995
would have been $38.5 million.
SUBSTANTIAL LEVERAGE -- OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY
AFFECT THE FINANCIAL HEALTH OF BALLY AND PREVENT US FROM FULFILLING OUR DEBT
OBLIGATIONS.
We have a significant amount of indebtedness. Our substantial
indebtedness could have important consequences to you. For example, it could;
o increase our vulnerability to general adverse economic and industry
conditions;
o require us to dedicate a substantial portion of our cash flow from
operations to payments on our indebtedness, thereby reducing the
availability of our cash flow to fund capital expenditures and other
general corporate purposes;
o limit our flexibility in planning for, or reacting to, changes in
our business and the industry in which we operate; and
o limit, along with the financial and other restrictive covenants in
our indebtedness, our ability to borrow additional funds.
Failing to comply with any covenants contained in our indebtedness could
result in an event of default which, if not cured or waived, could have a
material adverse effect on us.
As of September 30, 1999, total indebtedness (including outstanding
letters of credit of $6.1 million) was approximately $564.1 million. Long-term
debt (less current maturities of $9.3 million) was approximately 72% of total
capitalization.
In November 1999, we completed a $175 million senior secured credit
facility consisting of a 5-year $75 million term loan and the modification of
our existing revolving credit facility increasing the amount available to $100
million. The proceeds from the term loan were primarily used to repay principal
on our existing revolver. Accordingly, long-term debt as a percentage of total
capitalization did not change significantly due to the refinancing.
OUR NEW BUSINESS INITIATIVES -- THE POSITIVE RESULTS ACHIEVED FROM
INTRODUCING NEW BUSINESS INITIATIVES DURING THE MOST RECENT TWO YEARS MAY NOT
CONTINUE IN THE FUTURE.
We have introduced a number of new business initiatives to capitalize on
our brand identity, distribution infrastructure (approximately 360 facilities),
significant member base (approximately four million members) and frequency of
visitation. However, before 1998, we had not previously generated significant
revenues from any of these new business initiatives and they may not be
successful in the future. These initiatives primarily focus on selling ancillary
products and services to our members within our fitness centers and include:
providing personal training services, selling private-label nutritional
products, opening retail stores within our fitness centers that sell nutritional
products, work-out apparel and related accessories and rehabilitative and
physical therapy services. We have limited experience in marketing new products
to our members. The sale and marketing of nutritional products and work-out
apparel and related accessories and the provision of rehabilitative and physical
therapy services involve significant risk of competition. See " -- Competition."
The provision of rehabilitative and physical therapy services also involves
risks of government regulation. See " -- Government Regulation."
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<PAGE>
RISKS ASSOCIATED WITH PRICING STRATEGY -- OUR PRICES FOR INITIAL
MEMBERSHIP FEES AND MONTHLY DUES MAY BE SUBJECT TO COMPETITIVE PRESSURE IN SOME
MARKETS.
Competitive conditions in some markets in which we operate may limit our
ability to maintain or increase pricing of initial membership fees and monthly
dues.
RISKS RELATED TO ACQUISITIONS -- OUR ACQUISITION STRATEGY MAY NOT BE
PROFITABLE.
A component of our business strategy is to identify and acquire fitness
center operators in strategic geographic locations. However, we may not expand
our operations and any expansion may not be profitable. The success of this
strategy will depend upon a number of factors, including our ability to identify
acceptable acquisition candidates in suitable locations, complete acquisitions
on favorable terms, successfully integrate acquired businesses with our existing
operations and expand our membership base at acquired locations. The failure to
identify, evaluate and effectively integrate acquired businesses could adversely
affect our operating results.
COMPETITION -- WE MAY NOT BE ABLE TO CONTINUE TO COMPETE EFFECTIVELY IN
EACH OF OUR MARKETS IN THE FUTURE.
We are the largest operator, or among the largest operators, of fitness
centers in every major market in which we operate fitness centers. Within each
market, we compete with other commercial fitness centers, physical fitness and
recreational facilities established by local governments, hospitals and
businesses for their employees, the YMCA and similar organizations and, to a
certain extent, with racquet, tennis and other athletic clubs, country clubs,
weight reducing salons and the home-use fitness equipment industry. We also
compete, to some extent, with entertainment and retail businesses for the
discretionary income of our target markets. We may not be able to continue to
compete effectively in each of our markets in the future.
As we pursue new business initiatives, particularly the sale of
nutritional products and apparel, we will be competing against large,
established companies with more experience selling products on a retail basis.
In some instances, our competitors for these products have substantially greater
financial resources than us. We may not be able to compete effectively against
these established companies.
SEASONAL MEMBERSHIP FEE ORIGINATIONS
Historically, we have experienced greater membership fee originations in
the first quarter and lower membership fee originations in the fourth quarter.
Our new products and services may have the effect of further increasing the
seasonality of our business.
GOVERNMENT REGULATION -- OUR OPERATIONS AND BUSINESS PRACTICES ARE SUBJECT
TO REGULATION AND ANY CHANGES IN THE LAW MAY HAVE A MATERIAL ADVERSE EFFECT ON
US.
Our operations and business practices are subject to regulation at
federal, state and local levels. The general rules and regulations of the
Federal Trade Commission, and of state and local consumer protection agencies,
apply to our advertising, sales and other trade practices. Any changes in any
statutes, rules or regulations could cause us to change our operations and
business practices and could increase the costs of regulatory compliance, either
of which could have a material adverse effect on our financial condition and
results of operations.
POTENTIAL IMPACT OF ANTITAKEOVER PROVISIONS -- CERTAIN PROVISIONS OF OUR
CERTIFICATE OF INCORPORATION AND BYLAWS MAKE IT MORE DIFFICULT TO ACQUIRE BALLY
WITHOUT THE APPROVAL OF OUR DIRECTORS.
Bally's Restated Certificate of Incorporation and the Amended and Restated
By-Laws may inhibit changes in control of Bally not approved by our Board of
Directors. These provisions include a stockholders rights plan, a classified
Board of Directors, advance notice provisions for nominations for election of
candidates to the Board of Directors and a "fair price provision". The
stockholder rights plan, under which one right entitling the holder to purchase
one one-hundredth of a share of our Series A Junior Participating Preferred
Stock at a price of $40 per share (subject to adjustment) is attached to each
outstanding share of common stock, renders an acquisition of control of Bally in
a transaction not approved by the Board of Directors more difficult. Our 1996
Long-Term Incentive Plan provides for acceleration of stock options and
restricted stock awards upon a change in control of Bally which has the effect
of making an acquisition of control of Bally more expensive. These agreements
may also inhibit a change in control of Bally and may have a negative effect on
the market price of our common stock. The indenture governing subordinated
promissory notes we issued also includes change in control provisions which
provide, among other things, that upon a change in control of Bally, the holders
of the subordinated promissory notes may require us to repurchase them at 101%
of the principal amount. A change in control of Bally constitutes a default
under our revolving credit agreement. In addition, some of our officers have
severance compensation agreements that provide for substantial cash payments and
acceleration of other benefits in the event of a change in control of Bally.
3
<PAGE>
DIVIDEND POLICY; RESTRICTIONS ON PAYMENT OF DIVIDENDS --WE HAVE NEVER PAID
ANY DIVIDENDS TO OUR STOCKHOLDERS AND DO NOT ANTICIPATE DOING SO IN THE
FORESEEABLE FUTURE.
We have not made dividend payments on our common stock since we became a
public company in January 1996 and do not anticipate paying dividends in the
foreseeable future. The terms of our revolving credit agreement restrict us from
paying dividends without the consent of the lenders during the term of the
agreement. In addition, the indenture for our subordinated promissory notes
generally limits dividends paid to the aggregate of 50% of consolidated net
income earned after January 1, 1998 and our net proceeds from any stock
offerings and the exercise of outstanding stock options and warrants.
FUTURE SALE AND PRICE OF COMMON STOCK -- OUTSTANDING OPTIONS AND WARRANTS
MAY HAVE AN ADVERSE EFFECT ON THE MARKET PRICE OF SHARES OF COMMON STOCK.
As of September 30, 1999, 23,799,535 shares of common stock were
outstanding after giving effect to the issuance of the shares offered hereby. We
have (i) outstanding options to purchase 2,953,417 shares of common stock with a
weighted-average exercise price of $17.92 per share, and (ii) the ability to
grant options under our stock option plans, and our employees have the ability
under our Employee Stock Purchase Plan, to purchase an additional 672,888 shares
of common stock. In addition, we have outstanding warrants to purchase 2,942,805
shares of common stock at an exercise price of $5.26 per share. The warrants are
held by the Chairman of the Board and the President and Chief Executive Officer
of Bally and are exercisable until December 31, 2005. Further, we have
outstanding warrants to purchase 250,000 shares of common stock at an exercise
price of $10.05 per share. The warrants are held by an affiliate of an
underwriter used by Bally and are exercisable until July 2002. The effect, if
any, on the market price of our common stock prevailing from time to time as a
result of the additional shares of common stock that would be outstanding upon
the exercise of stock options and warrants is unpredictable, and no assurance
can be given that the effect will not be adverse.
POTENTIAL IMPACT OF YEAR 2000 -- THE FINANCIAL INSTITUTIONS THAT WE DEAL
WITH COULD EXPERIENCE YEAR 2000 PROBLEMS.
We have completed an assessment of whether our systems and those of third
parties which could have a material impact on our business will function
properly with respect to dates in 2000 and thereafter. We believe all critical
system modifications have been completed and implemented. We believe the only
third parties that could have a material impact on our business are the major
financial institutions that process our collections of installment receivables
and monthly dues by electronic payment methods. We believe these financial
institutions are currently working on modifications to their internal systems to
insure those systems will function properly with respect to dates in 2000 and
thereafter and expect these modifications will be completed in 1999. If any of
these financial institutions do not complete their modifications, or if the
modifications are not successful, it could have a material adverse effect on us.
We do not anticipate the noncompliance, if any, with year 2000 of any of our
non-information technology systems, such as embedded microcontrollers, will
materially or adversely affect our business. We believe our worst case scenarios
result primarily from third party non-compliance, if any, with year 2000. Due to
our geographic dispersion, we believe the assessment of these scenarios and the
development of contingency plans is not practical or feasible.
4
<PAGE>
THE COMPANY
Bally, a Delaware corporation, is the largest commercial operator of
fitness centers in North America in terms of revenues, number of members, and
number and square footage of facilities. As of November 30, 1999, we operated
approximately 360 fitness centers and had approximately four million members.
Our fitness centers are concentrated in major metropolitan areas in 27 states
and Canada, with approximately 280 fitness centers located in 23 of the top 25
population centers in the United States representing over 50% of the United
States population. Our members made more than 100 million visits to our fitness
centers in each of the past three years.
Bally offers value to its members by providing access to state-of-the-art
fitness facilities with affordable membership programs. Our fitness centers
feature an outstanding selection of cardiovascular, conditioning and strength
equipment and offer extensive aerobic and other group fitness training programs.
In addition, many of our current fitness centers include pools, racquet courts
or other athletic facilities. Our new fitness center prototype achieves
efficiency by focusing on those fitness services our members use most
frequently. We have clustered our fitness centers in major metropolitan areas in
order to achieve marketing and operating efficiencies. Over 80% of our fitness
centers are located in markets in which we have five or more facilities, with
our largest concentrations in New York, Los Angeles, Chicago,
Baltimore/Washington D.C., Dallas, Houston, San Francisco, Detroit, Toronto,
Seattle, Philadelphia and Miami.
The majority of our fitness centers use the service mark "Bally Total
Fitness(R)", including nine that are known as "Bally Sports Clubs(SM)". The
nationwide use of the service mark enhances brand identity and adds advertising
efficiencies. As a result of acquisitions in 1998 and 1999, we also operate 10
upscale fitness centers as "The Sports Clubs of Canada(TM)", eight fitness
centers as "Pinnacle Fitness(R)" and four as "Gorilla Sports(SM)" and plan to
expand the use of these brands.
Our primary target market for new members is the 18 to 34-year old, middle
income segments of the population, with secondary target markets including older
and higher income segments. We market ourselves to these consumer segments
through the use of a variety of membership options and payment plans. Our
membership options range from single-club memberships to our most popular
premium memberships, which provide additional amenities and access to all of our
fitness centers nationwide. Similarly, we offer a broad range of payment
alternatives. Typically, our members pay an initial membership fee which can
either be financed or paid-in-full at the time of joining. Members who choose to
finance their initial membership fee generally do so for up to 36 months,
subject to state and local regulation and minimum down payment requirements. In
addition to the initial membership fee, members are generally required to pay
monthly membership dues in order to use our fitness facilities. We believe the
various memberships and payment plans offered, in addition to our strong brand
identity and the convenience of multiple locations, constitute distinct
competitive advantages.
5
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
Bally is subject to the information requirements of the Securities
Exchange Act of 1934, and therefore files annual, quarterly and current
reports, proxy statements and other information with the Securities and Exchange
Commission. You can inspect and copy all of this information at the public
reference facility maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and the Commission's Regional
Offices, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven
World Trade Center, 13th Floor, New York, New York 10048. Please call the
Commission at 1-800-SEC-0330 for further information on the public reference
rooms. In addition, the Commission maintains a web site at http://www.sec.gov
that also contains this and other information. Further, our common stock is
listed on the New York Stock Exchange, and reports, proxy statements and other
information concerning Bally are available for inspection at the offices of the
New York Exchange located at 20 Broad Street, New York, New York 10005.
This prospectus, which constitutes a part of a registration statement on
Form S-3 filed by Bally with the Commission under the Securities Act of 1933,
omits certain information contained in the registration statement. Accordingly,
you should refer to the registration statement and its exhibits for further
information with respect to Bally and the shares of common stock offered hereby.
Furthermore, statements contained in this prospectus or in any document
incorporated in this prospectus by reference regarding any contract or other
document are not necessarily complete, and, in each instance, you should refer
to the copy of the contract or other document filed with the Commission as an
exhibit to the registration statement.
The Commission allows us to incorporate by reference the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the Commission will automatically update and supersede the information in
this prospectus. Accordingly, we incorporate by reference the documents listed
below and any future filings we make with the Commission under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act until the registration statement of which
this prospectus is a part is no longer effective:
(1) Bally's annual report on Form 10-K for the year ended December 31,
1998 (file no. 0-27478);
(2) Bally's current report on Form 8-K, filed with the Commission on
April 29, 1999;
(3) Bally's current report on Form 8-K, filed with the Commission on
April 30, 1999;
(4) Bally's quarterly report on Form 10-Q for the quarter ended March
31, 1999 (file no. 0-27478);
(5) Bally's current report on Form 8-K, filed with the Commission on
August 3, 1999;
(6) Bally's quarterly report on Form 10-Q for the quarter ended June 30,
1999 (file no. 0-27478);
(7) Bally's current report on Form 8-K, filed with the Commission on
October 26, 1999;
(8) Bally's quarterly report on Form 10-Q for the quarter ended
September 30, 1999 (file no. 0-27478); and
(9) the description of Bally's common stock contained in Bally's
registration statement on Form 8-A/A filed with the Commission on
January 3, 1996 (file no. 0-27478).
We will provide, without charge, to each person, including any beneficial
owner, to whom this prospectus has been delivered, upon written or oral request,
a copy of any and all of the documents that have been incorporated into this
prospectus by reference, other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into the documents that this
prospectus incorporates. Requests for such copies should be directed to the
Secretary, Bally Total Fitness Holding Corporation, 8700 West Bryn Mawr Avenue,
Chicago, Illinois 60631, telephone (773) 380-3000. Persons requesting copies of
exhibits that were not specifically incorporated by reference in such documents
will be charged the costs of reproduction.
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<PAGE>
USE OF PROCEEDS
The shares of our common stock being offered are for the account of the
selling stockholders. Accordingly, Bally will not receive any proceeds from the
shares being sold in this Offering.
SELLING STOCKHOLDERS
The following table sets forth with respect to each of the selling
stockholders (i) the number of shares of common stock owned as of November 30,
1999 and prior to the offering contemplated hereby, (ii) the maximum number of
shares of common stock which may be sold in this offering, and (iii) the number
of shares of common stock which will be owned after the offering, assuming the
sale of all the shares of common stock offered hereby:
<TABLE>
<CAPTION>
Shares of Common Stock Number of Shares of Common Stock
Owned Prior to This Shares Owned After This
Offering Offered Offering
---------------------- --------- ----------------------
<S> <C> <C> <C>
George Brown Fitness --- 66,555 ---
(North), Inc.
Dues Line, Inc. --- 42,948 ---
C.A.C. Fitness, Inc. --- 32,220 ---
</TABLE>
The table includes an aggregate of 12,500 shares pledged to Bally for a
period of up to 180 days from September 30, 1999 as collateral for payment by
the selling stockholders of certain obligations related to the acquired assets.
Shares held on behalf of George Brown Fitness (North), Inc., Dues Line, Inc.,
and C.A.C. Fitness, Inc. were 2,502, 8,478 and 1,520, respectively. The number
of shares pledged as collateral may change from time to time depending on
certain facts and circumstances.
PLAN OF DISTRIBUTION
The purpose of this prospectus is to permit the selling stockholders to
offer for sale or to sell shares of common stock at such time and at such prices
as they, in their sole discretion, choose. Bally will not receive any of the
proceeds from these offerings or sales.
Except for the shares retained by Bally as collateral (see "Selling
Stockholders"), the selling stockholders may sell or distribute some or all of
their shares from time to time through dealers or brokers or other agents or
directly to one or more purchasers in transactions (which may involve crosses
and block transactions) on the NYSE or other exchanges on which our common stock
may be listed for trading, in privately negotiated transactions (including sales
pursuant to pledges) or in the over-the-counter market, or in brokerage
transactions, or in a combination of such transactions. Such transactions may be
effected by the selling stockholders at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices,
or at fixed prices, which may be changed. Brokers, dealers, or their agents
participating in such transactions as agent may receive compensation in the form
of discounts, concessions or commissions from the selling stockholders (and, if
they act as agent for the purchaser of the shares, from the purchaser). Such
discounts, concessions or commissions as to a particular broker, dealer or other
agent might be in excess of those customary in the type of transaction involved.
To the extent required, we will file, during any period in which offers or sale
are being made, one or more supplements to this prospectus to set forth any
other material information with respect to the plan of distribution not
previously disclosed.
The selling stockholders and any such brokers, dealers or other agents
that participate in such distribution may be deemed to be "underwriters" within
the meaning of the Securities Act, and any discounts, commissions or concessions
received by any such brokers, dealers or other agents might be deemed to be
underwriting discounts and commissions under the Securities Act.
In connection with the offer and sale of the shares of common stock by the
selling stockholders, various state securities laws and regulations require that
any such offer and sale should be made only through the use of a broker-dealer
registered as such in any state where a selling stockholder engages such
broker-dealer and in any state where such broker-dealer intends to offer and
sell shares.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the shares of common stock offered hereby may not
simultaneously engage in market activities with respect to common stock for the
applicable period under Regulation M prior to the commencement of such
distribution. In addition, the selling stockholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation Rule 10B-5 and
7
<PAGE>
Regulation M, which provisions may limit the timing of purchases and sale of any
of the shares by the selling stockholders. All of the foregoing may affect the
marketability of the shares offered hereby.
Bally will pay substantially all of the expenses incident to this offering
of the shares by the selling stockholders to the public other than commissions,
concessions and discounts of brokers, dealers or other agents. The selling
stockholders may indemnify any broker, dealer, or other agent that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act. Bally may agree to
indemnify the selling stockholders and any such statutory "underwriters" and
controlling persons of such "underwriters" against certain liabilities,
including certain liabilities under the Securities Act.
We have agreed, subject to certain suspensions of effectiveness and
adjustments to the period of effectiveness, to keep the registration statement
continuously effective until all the shares of common stock offered hereby are
sold. Bally and the selling stockholders have agreed to indemnify each other
against certain liabilities, including liabilities arising under the Securities
Act, in connection with the registration of the shares.
LEGAL MATTERS
The validity, authorization and issuance of the shares offered hereby will
be passed upon for Bally by Benesch, Friedlander, Coplan & Aronoff LLP of
Cleveland, Ohio. Certain attorneys at Benesch, Friedlander, Coplan & Aronoff LLP
own shares of common stock.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual report on Form 10-K
for the year ended December 31, 1998, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements and schedule are incorporated by reference
in reliance on Ernst & Young LLP's report, given on their authority as experts
in accounting and auditing.
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<PAGE>
No dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this prospectus in
connection with the offering covered by this prospectus. If given or made, such
information or representations must not be relied upon as having been authorized
by Bally. This prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, the common stock in any jurisdiction where, or
to any person to whom, it is unlawful to make such offer or solicitation.
Neither the delivery of this prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that there has not been any change in
the facts set forth in this prospectus or the affairs of Bally since the date
thereof.
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TABLE OF CONTENTS
Page
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Risk Factors....................2
The Company.....................5
Where You Can Find More
Information...................6
Use of Proceeds.................7
Selling Stockholders............7
Plan of Distribution............7
Legal Matters...................8
Experts.........................8
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141,723 SHARES
BALLY TOTAL FITNESS
HOLDING CORPORATION
COMMON STOCK
______________________
PROSPECTUS
______________________
January 13, 2000
