UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 24, 2007
BALLY TOTAL FITNESS HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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001-13997
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36-3228107 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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8700 West Bryn Mawr Avenue, Chicago, Illinois
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60631 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code (773) 380-3000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
BALLY TOTAL FITNESS HOLDING CORPORATION
FORM 8-K
Current Report
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Item 1.01 |
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Entry into a Material Definitive Agreement. |
On April 24, 2007, Bally Matrix Fitness Centre Ltd., an Ontario, Canada corporation
(Matrix), and BTF Canada Corporation, an Ontario, Canada corporation (BTF, and together with
Matrix, the Sellers), entered into an Asset Purchase Agreement (the Purchase Agreement)
pursuant to which, among other things, the Sellers will transfer six health clubs and certain
related assets located in greater metropolitan Toronto in Ontario, Canada, to Extreme Fitness,
Inc., an Alberta, Canada unlimited liability corporation (Purchaser), for a total purchase price
of C$17.5 million, subject to certain purchase price adjustments including, but not limited to,
adjustments for taxes, insurance and rent. The Purchase Agreement provides for the possibility of
a delayed closing for up to two health clubs, and corresponding adjustments to the purchase price,
if the conditions to complete the transfers of those health clubs are not met at the initial
closing. Sellers will retain substantially all the pre-closing liabilities associated with the
transferred health clubs. The Purchase Agreement includes customary representations, warranties,
covenants and indemnification provisions. The transaction is subject to customary closing
conditions, including receipt of required consents to complete the transfers.
The disclosure set forth in Item 1.01 above is incorporated herein by reference. In addition
to the transaction described under Item 1.01, the Sellers have entered into an Asset Purchase
Agreement with Goodlife Fitness Centres Inc., an Ontario, Canada corporation, to sell 10 additional
health clubs located in greater metropolitan Toronto in Ontario, Canada. Sellers will retain substantially all the pre-closing liabilities associated
with the transferred health clubs. The Asset Purchase Agreement includes customary
representations, warranties, covenants and indemnification provisions. The transaction is subject
to customary closing conditions, including receipt of required consents to complete the transfers.
The completion of this transaction and the transaction described under Item 1.01 above would result
in the sale of substantially all of Bally Total Fitness Holding Corporations Canadian operations.
On April 25, 2007, Bally Total Fitness Holding Corporation issued a press release announcing
the transactions discussed above. A copy of the press release is filed as Exhibit 99.1 to this
report and incorporated herein by reference.
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Item 9.01 |
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Financial Statements and Exhibits. |
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(d) |
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Exhibits |
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99.1 |
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Press release, dated April 25, 2007. |