nt10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one)
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o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q |
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o Form 10-D o Form N-SAR o Form N-CSR |
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For Period Ended:
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June 30, 2007 |
Nothing in this form shall be construed to imply that the Securities and Exchange Commission
has verified any information contained herein.
PART I REGISTRANT INFORMATION
BALLY TOTAL FITNESS HOLDING CORPORATION
Full Name of Registrant
NOT APPLICABLE
Former Name if Applicable
8700 WEST BRYN MAWR
Address of Principal Executive Office (Street and Number)
CHICAGO, ILLINOIS 60631
City, State and Zip Code
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box
if appropriate)
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(a)
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The reason described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense |
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III NARRATIVE
Bally Total Fitness Holding Corporation (the Company) has determined that it is unable to
file its Form 10-Q for the quarter ended June 30, 2007 by the
filing deadline without unreasonable effort and expense.
As discussed more fully in the Companys Form 12b-25 that was filed on March 15, 2007 relating
to the Companys Annual Report on Form 10-K for the year ended December 31, 2006 (the 2006 Form
10-K), the Company was evaluating the impact that certain errors in historical member data and
certain assumptions relating to attrition estimates have on the Companys estimates of deferred
revenue.
The considerable work associated with this evaluation substantially delayed the Companys
preparation of its 2006 financial statements and its completion of the financial and other
information to be included in the 2006 Form 10-K, which was filed on June 29, 2007. As a result,
the Company also was unable to timely file its Form 10-Q for the quarter ended March 31, 2007.
Ongoing deferred revenue analysis relating to the second quarter of 2007, as well as the
Companys ongoing discussions with creditors, financial
institutions and others regarding matters leading up to and
including the filing of voluntary petitions for relief commencing
reorganization cases under chapter 11 of the United States Bankruptcy
Code, which the Company and substantially all of its domestic
affiliates filed with the United States
Bankruptcy Court for the Southern District of New York on July 31, 2007, preclude timely
filing of the Companys Form 10-Q for the quarter ended June 30, 2007.
PART IV OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification.
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MARC
D. BASSEWITZ,
SENIOR VICE PRESIDENT, SECRETARY AND
GENERAL COUNSEL |
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399-7606 |
(Name) |
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(Area Code)
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(Telephone Number) |
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such report(s) been
filed ? If answer is no, identify report(s).
Yes o No þ Quarterly
Report on Form 10-Q for the quarter ended March 31, 2007.
(3) Is it anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
Yes þ No o
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If so, attach an explanation of the anticipated change, both narratively and quantitatively,
and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Please see attached explanation.
BALLY TOTAL FITNESS HOLDING CORPORATION has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
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August 15, 2007 |
By: |
Date:/s/ Marc D. Bassewitz
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Marc D. Bassewitz |
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Senior Vice President, Secretary and
General Counsel |
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Explanation Referred to in Part IV, Item (3) of Form 12b-25
The Company is required by Part IV, Item (3) of Form 12b-25 to provide as part of this filing an
explanation regarding whether the results of operations it expects to report for the quarter ended
June 30, 2007 will reflect significant changes from its results of operations for the quarter ended
June 30, 2006. Because it continues its work in connection with estimating the impact that certain
errors in historical member data and certain assumptions relating to attrition estimates have on
the Companys estimates of deferred revenue, the Company currently is unable to provide a
reasonable estimate of its second quarter 2007 results of operations. Accordingly, the Company
cannot at this time estimate what significant changes will be reflected in its second quarter 2007
results of operations compared to its second quarter 2006 results of operations.
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