<PAGE> 1
***************************************************************************
* *
* AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 1993*
* *
* *
***************************************************************************
Registration No. 33-51069
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under the Securities Act of 1933
____________________
BALLY MANUFACTURING CORPORATION
(Exact name of registrant as specified in charter)
Delaware 36-2512405
(State of Incorporation) I.R.S. Employer Identification No.)
8700 West Bryn Mawr Avenue, Chicago, Illinois 60631 (312) 399-1300
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Carol Stone DePaul
Secretary and Corporate Counsel
Bally Manufacturing Corporation
8700 West Bryn Mawr Avenue
Chicago, Illinois 60631
(312) 399-1300
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
____________________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement
____________________
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: / x /
This Registration Statement shall become effective in accordance with
Section 8(a) of the Securities Act of 1933 on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
<PAGE> 2
***************************************************************************
* *
* SUBJECT TO COMPLETION, DATED JANUARY 28, 1994 *
* *
* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR *
* AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS *
* BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE *
* SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO *
* THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS *
* PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION *
* OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN *
* ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL *
* PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF *
* ANY SUCH STATE. *
* *
***************************************************************************
PROSPECTUS
BALLY MANUFACTURING CORPORATION
229,286 SHARES OF COMMON STOCK
(par value, $.66 2/3 per share)
The shares of Common Stock, par value $.66 2/3 per share (the "Common
Stock") of Bally Manufacturing Corporation, a Delaware corporation (the
"Company") that relate to this Prospectus (the "Shares") are being offered for
the account of the Selling Security Holder (defined below). See "Selling
Security Holder." The Company has agreed to pay all of the expenses of this
offering but will not receive any of the proceeds from the sale of the Shares
being offered hereby. All brokerage commissions and other similar expenses
incurred by the Selling Security Holder will be borne by the Selling Security
Holder. The aggregate proceeds to the Selling Security Holder from the sale of
the Shares will be the purchase price of the Shares sold, less the aggregate
agents' commissions and underwriters' discounts, if any, and other expenses of
issuance and distribution not borne by the Company. See "Use of Proceeds" and
"Plan of Distribution."
The Common Stock is traded on the New York Stock Exchange (the "NYSE")
(symbol: BLY). On January 27, 1994, the closing price per share of Common
Stock, as reported on the NYSE Composite Transactions Tape, was $8.875. The
Company intends to apply to the NYSE for listing the Shares, and the Company
has no reason to believe such listing will not be approved. Each share of
Common Stock is accompanied by one preferred stock purchase right for Series B
Junior Participating Preferred Stock, par value $1.00 per share.
The Selling Security Holder directly, through agents designated from time
to time, or through dealers or underwriters also to be designated, will sell
the Shares on terms to be determined at the time of sale. The Selling Security
Holder may sell the Shares in one or more transactions (which may involve one
or more block transactions) on the NYSE, in sales occurring in the public
market off such exchange, in privately negotiated transactions, or in a
combination of such transactions; each sale may be made either at market prices
prevailing at the time of such sale or at negotiated prices; some or all of the
Shares may be sold through brokers acting on behalf of the Selling Security
Holder or to dealers for resale by such dealers; and in connection with such
sales, such brokers or dealers may receive compensation in the form of
discounts, fees or commissions from the Selling Security Holder and/or the
purchasers of such shares for whom they may act as broker or agent. To the
extent required, the specific Shares to be sold, the purchase price, the public
offering price, the names of any agents, dealers or underwriters and any
applicable commissions or discount with respect to a particular offer will be
set forth in an accompanying Prospectus supplement.
The Selling Security Holder and any broker-dealers, agents or underwriters
that participate with the Selling Security Holder in the distribution of the
Shares may be deemed to be "Underwriters" within the meaning of the Securities
Act of 1933, as amended (the "Act"), and any commissions received by them and
any profit on the resale of the Shares purchased by them may be deemed to be
underwriting commissions or discounts under the Act.
<PAGE> 3
No dealer, salesman or other person is authorized to give any information
or to make any representations other than those contained or incorporated by
reference in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company
or the Selling Security Holder, or any underwriter, dealer or agent. This
Prospectus and any supplement thereto shall not constitute an offer to sell, or
the solicitation of an offer to buy, any of the Shares offered hereby 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 an implication that there has
been no change in the affairs of the Company since the date hereof or thereof,
or that the information contained herein is correct as of any time subsequent
to the date hereof.
_________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_________________
NONE OF THE NEVADA GAMING COMMISSION, THE NEVADA GAMING
CONTROL BOARD, THE NEW JERSEY CASINO CONTROL COMMISSION OR THE
NEW JERSEY DIVISION OF GAMING ENFORCEMENT HAS PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.
_________________
The date of this Prospectus is January 28, 1994.
ii
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the reporting and other informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy and information
statements, and other information filed by the Company with the Commission can
be inspected and copied at the public reference facilities maintained by the
Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at
the following Regional Offices of the Commission: New York Regional Office, 7
World Trade Center, 13th Floor, New York, New York 10048; and Chicago Regional
Office, 500 West Madison Street, Citicorp Center, Chicago, Illinois 60606.
Copies of such material can also be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
at prescribed rates. The description of the Company's Common Stock is listed
on the NYSE. Reports, proxy and information statements may also be inspected
at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
This Prospectus does not contain all the information set forth in the
Registration Statement on Form S-3 (the "Registration Statement") that the
Company has filed with the Commission. For further information with respect to
the Company and the securities offered hereby, reference is made to the
Registration Statement and the exhibits thereto, copies of which are on file at
the offices of the Commission and may be obtained upon payment of the fee
prescribed by the Commission, or may be examined without charge at the offices
of the Commission. Statements contained in this Prospectus or in any document
incorporated in this Prospectus by reference as to the contents of any contract
or other document referred to herein or therein are not necessarily complete,
and, in each instance, reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement or such other
document, each such statement being qualified in all respects by such
reference.
2
<PAGE> 5
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, each as filed by the Company with the Commission
pursuant to the Exchange Act, are incorporated herein by reference: (a) the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1992, filed with the Commission on March 29, 1993 (File No. 1-7244); (b) the
Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1993
June 30, 1993 and September 30, 1993, filed on May 17, 1993, August 13, 1993
and November 15, 1993, respectively (File No. 1-7244); (c) Amendment No. 1 on
Form 10-K/A to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992, filed on May 25, 1993 (File No. 1-7244); (d) the
Company's Current Reports on Form 8-K dated June 8, 1993, June 22, 1993, June
23, 1993, July 30, 1993, August 23, 1993, September 21, 1993, November 5, 1993,
December 5, 1993 and January 19, 1994. (File No. 1-7244); and (e) the
description of the Company's Common Stock contained in its Registration
Statement on Form 8-A, filed with the Commission on July 24, 1975 and the
description of the Company's Preferred Stock Purchase Rights contained in its
Registration Statement on Form 8-A dated December 11, 1986 (File No. 1-7244).
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this
offering, shall be deemed incorporated by reference in the prospectus and to be
a part hereof from the respective date of filing each such document. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company undertakes to provide, without charge, to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any or all of the documents referred to above that
have been incorporated in this Prospectus by reference, other than exhibits to
such documents. Requests for such copies should be directed to Carol S.
DePaul, Secretary and Corporate Counsel, Bally Manufacturing Corporation, 8700
West Bryn Mawr Avenue, Chicago, Illinois 60631, telephone (312) 399-1300.
3
<PAGE> 6
THE COMPANY
The Company is a Delaware corporation with its principal executive offices
located at 8700 West Bryn Mawr Avenue, Chicago, Illinois 60631 (telephone:
(312) 399-1300). The Company, through subsidiaries, owns and operates two
casino hotels in Atlantic City, New Jersey and owns and operates fitness
centers throughout the United States and Canada. The Company's subsidiary,
Bally's Grand, Inc. ("Bally's Grand"), owns and operates the Company's casino
hotel in Las Vegas, Bally's Casino Resort-Las Vegas. From November 1991
through August 20, 1993, Bally's Grand, Inc. operated Bally's Casino Resort-Las
Vegas as a debtor-in-possession under the authority of the United States
Bankruptcy Code. On August 20, 1993, the Chapter 11 plan of reorganization for
Bally's Grand (the "Plan") was consummated and Bally's Grand emerged from
bankruptcy. In connection with the consummation of the Plan, Bally's Grand has
entered into a ten-year management agreement with the Company and a subsidiary
under which management services, the use of the "Bally" name and the use of
certain software will be provided to Bally's Grand. As of January 12, 1994,
Bally Manufacturing and its subsidiaries have acquired approximately 49% of
the outstanding common stock of Bally's Grand. Additionally, Arthur M.
Goldberg, the Chairman of The Board, President and Chief Executive Officer of
the Company and Bally's Grand has granted to a wholly-owned subsidiary of the
Company an irrevocable proxy to vote his shares (approximately 8% of the
outstanding common Stock of Bally's Grand) in connection with the election of
Bally's Grand's directors, giving the Company, through its subsidiaries, voting
control with respect to approximately 57% of the outstanding common stock of
Bally's Grand's directors.
USE OF PROCEEDS
The Shares being offered are for the account of the Selling Security
Holder. Accordingly, the Company will receive none of the proceeds from the
sale of the Shares by the Selling Security Holder.
PLAN OF DISTRIBUTION
The Company will receive no proceeds from the sale of the Shares by the
Selling Security Holder. The Shares will be sold to purchasers directly by the
Selling Security Holder. Alternatively, the Selling Security Holder may sell
the Shares in one or more transactions (which may involve one or more block
transactions) on the NYSE, in sales occurring in the public market off such
exchange, in privately negotiated transactions, or in a combination of such
transactions; each sale may be made either at market prices prevailing at the
time of such sale or at negotiated prices; some or all of the Shares may be
sold through brokers acting on behalf of the Selling Security Holder or to
dealers for resale by such dealers; and in connection with such sales, such
brokers or dealers may receive compensation in the form of discounts, fees or
commissions from the Selling Security Holder and/or the purchasers of such
shares for whom they may act as broker or agent. It is anticipated that the
Selling Security Holder will offer all or substantially all of the Shares for
sale in the near future. All expenses of registration incurred in connection
with this offering are being borne by the Company, but all brokerage
commissions and other similar expenses incurred by the Selling Security Holder
will be borne by the Selling Security Holder.
The Selling Security Holder and any dealer acting in connection with the
offering of any of the Shares or any broker executing selling orders on behalf
of the Selling Security
4
<PAGE> 7
Holder may be deemed to be "underwriters" within the meaning of the Act
in which event any profit on the sale of any or all of the Shares and any
discounts or concessions received by any such brokers or dealers may be deemed
to be underwriting discounts and commission under the Act. Any dealer or
broker participating in any distribution of the Shares may be required to
deliver a copy of this Prospectus, including a Prospectus Supplement, to any
person who purchases any of the Shares from or through such broker or dealer.
At the time a particular offer of Shares is made, to the extent required, a
supplement to this Prospectus will be distributed which will identify and set
forth the aggregate amount of Shares being offered and the terms of the
offering, including the name or names of any underwriters, dealers or agents,
the purchase price paid by any underwriter for Shares purchased from the
Selling Security Holder, any discounts, commissions and other items
constituting compensation from the Selling Security Holder and/or the Company
and any discounts, commissions or concessions allowed or reallowed or paid to
dealers, including the proposed selling price to the public.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the Shares may not simultaneously engage in market
making activities with respect to the Shares for a period of nine business days
prior to the commencement of such distribution. In addition and without
limiting the foregoing, the Selling Security Holder will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation rules 10b-2 and 10b-7, which
provisions may limit the timing of purchases and sales of the Shares by the
Selling Security Holder.
In order to comply with certain states' securities laws, if applicable, the
Shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers. In certain states the Shares may not be sold unless the
Shares have been registered or qualified for sale in such state, or unless an
exemption from registration or qualification is available and is obtained.
The Selling Security Holder has agreed to indemnify the Company with
respect to information furnished, confirmed or verified and contained herein
with respect to the Selling Security Holder. The Company has also agreed to
indemnify certain liabilities and expenses, including liabilities under federal
and state securities laws.
SELLING SECURITY HOLDER
The following table sets forth the name of the Selling Security Holder and
the number of Shares that it may offer pursuant to this Prospectus. The number
of Shares which may be actually sold by the Selling Security Holder will be
determined by it, and may depend upon a number of factors, including the price
of the Common Stock. Because the Selling Security Holder may offer all, some
or none of the Shares that he holds, and because the offering contemplated by
this Prospectus is not being underwritten on a firm commitment basis, no
estimate can be given as to the number of Shares that will be held by the
Selling Security Holder upon or prior to termination of this offering. It is
anticipated
5
<PAGE> 8
that the Selling Security Holder will offer all or portions of the
Shares for sale in the near future. See "Plan of Distribution." The table
below sets forth information as of January 20, 1994, concerning the
beneficial ownership of the Shares by the Selling Security Holder. All
information as to beneficial ownership has been furnished by the Selling
Security Holder.
<TABLE>
<CAPTION>
==============================================================================================================
Number of Shares of
Number of Shares by Common Stock owned by
Name of Selling Common Stock owned by Shares of Common Stock Selling Security Holder
Security Holder Selling Security Holder Offered hereby Following this Offering
______________________________________________________________________________________________________________
Shares % of Class Shares % of Class Shares % of Class
______________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Salomon Brothers Inc(1) 262,586 0.5% 229,286(2) 0.5% 33,300 * %
==============================================================================================================
<FN>
_______________
(1) The Shares were originally issued by the Company to the Selling Security
Holder as payment for its services as financial advisor to the Company with
respect to consent solicitations completed by the Company in September
1992.
(2) To the extent the Selling Security Holder does not offer all of the Shares
for sale, the specific amount of Shares to be sold will be set forth in an
accompanying Prospectus Supplement.
* Less than 0.01%
</TABLE>
LEGAL OPINIONS
Certain matters with respect to the legality of the Company's initial
issuance to the Selling Security Holder of the Shares offered hereby will be
passed on for the Company by Carol Stone DePaul, corporate counsel for the
Company.
6
<PAGE> 9
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-K and Amendment No. 1 on Form 10-K/A) for the
year ended December 31, 1992, have been audited by Ernst & Young, independent
auditors, as set forth in their report thereon, included therein and
incorporated herein by reference. Such consolidated financial statements have
been incorporated herein by reference in reliance upon such report given upon
the authority of such firm as experts in accounting and auditing.
7
<PAGE> 10
<TABLE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<S> <C>
Filing Fee -- Securities and Exchange Commission . $ 698.61
Accounting Fees and Expenses . . . . . . . . . . . 5,000.00
Legal Fees and Expenses. . . . . . . . . . . . . . 5,000.00
----------
Total. . . . . . . . . . . . . . . . . . . . . . . $10,698.61
==========
</TABLE>
All expenses other than the Securities and Exchange Commission filing fee are
estimated. All expenses will be borne by the Company.
___________________
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigate (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was an officer or
director of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that such officer or director acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe
his conduct was illegal. A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation under the same
conditions against expenses (including attorney's fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action, except that no indemnification is permitted without judicial approval
if the officer or director is adjudged to be liable to the corporation in the
performance of his duty. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.
The Restated Certificate of Incorporation of the Company, as amended, as
permitted by the General Corporation Law of the State of Delaware, provides for
the indemnification of directors and officers of the Company, and persons who
serve or served at the request of the Company as a director, officer, employee
or agent of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to
II-1
<PAGE> 11
employee benefit plans, against all expense, liability and loss (including
attorneys' fees, judgment, fines, ERISA excise taxes or penalties in amounts
paid or to be paid in settlement) reasonably incurred with respect to any
action, suit or proceeding, whether civil, criminal, administrative or
investigative; provided, however, the Company shall indemnify any such person
seeking indemnification in connection with a proceeding initiated by such
person only if such proceeding was authorized by the Board of Directors of the
Company. In the event a claim for indemnification by any person has not been
paid in full by the Company after written request has been received by the
Company, the claimant may at any time thereafter bring suit against the Company
to recover the unpaid amount of the claim and, if successful in whole or in
part, the claimant shall be entitled to be paid also the expense of prosecuting
such claim. The right to indemnification conferred in the Restated Certificate
of Incorporation is a contract right and shall include the right to be paid by
the Company the expenses incurred in defending any such proceeding in advance
of its final disposition. The Company may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the Company
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Company would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.
The Company has purchased directors' and officers' liability insurance in
an amount of $50 million, covering certain liabilities incurred by its officers
and directors in connection with the performance of their duties.
<TABLE>
Item 16. Exhibits.
<CAPTION>
Exhibit No. Description
<S> <C>
4.1 Restated Certificate of Incorporation of the
Company, as amended.
4.2 By-laws of the Company, as amended.
5 Opinion of Carol Stone DePaul, corporate
counsel for the Company.
23.1 Consent of Ernst & Young.
23.2 Consent of Carol Stone DePaul (included as
part of Exhibit 5).
24 Powers of Attorney (including in Part II of
this Registration Statement).
</TABLE>
II-2
<PAGE> 12
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(2) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the
registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-3
<PAGE> 13
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
II-4
<PAGE> 14
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 the 28th day of
January, 1994.
BALLY MANUFACTURING CORPORATION
By: /s/ Carol Stone DePaul
-------------------------------------------
Carol Stone DePaul
Secretary and Corporate Counsel
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 DATE INDICATED.
<TABLE>
<S> <C> <C>
*
--------------------------------------------------
Arthur M. Goldberg
Dated: January 28, 1994 Chairman of the Board, President and Chief
Executive Officer (Principal Executive Officer)
*
--------------------------------------------------
Lee S. Hillman
Dated: January 28, 1994 Executive Vice President, Chief Financial Officer
and Treasurer (Principal Financial Officer)
*
--------------------------------------------------
John W. Dwyer
Dated: January 28, 1994 Vice President and Corporate Controller (Principal
Accounting Officer)
</TABLE>
<PAGE> 15
<TABLE>
<S> <C> <C>
*
------------------------
George N. Aronoff
Dated: January 28, 1994 Director
*
------------------------
Barrie K. Brunet
Dated: January 28, 1994 Director
*
------------------------
Edwin M. Halkyard
Dated: January 28, 1994 Director
*
------------------------
Kenneth Looloian
Dated: January 28, 1994 Director
*
------------------------
Rocco J. Marano
Dated: January 28, 1994 Director
*
------------------------
Patrick L. O'Malley
Dated: January 28, 1994 Director
*
------------------------
James M. Rochford
Dated: January 28, 1994 Director
*
------------------------
Eugene F. Tighe, Jr.
Dated: January 28, 1994 Director
</TABLE>
*By /s/ Carol Stone DePaul
--------------------------
Carol Stone DePaul,
Attorney-in-Fact
<PAGE> 16
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Page
Number Description of Exhibit Number
- -------- ------------------------ --------
<S> <C> <C>
4.1 Restated Certificate of Incorporation of *
the Company, as amended.
4.2 By-laws of the Company, as amended. *
5 Opinion of Carol Stone DePaul, *
corporate counsel for the Company.
23.1 Consent of Ernst & Young. *
23.2 Consent of Carol Stone DePaul (included *
as part of Exhibit 5).
24 Powers of Attorney (including in *
Part II of this Registration Statement.
<FN>
- ----------
* Previously Filed
</TABLE>
<PAGE> 17
BALLY MANUFACTURING CORPORATION
Salomon S-3
