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 30, 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) |
Registrant’s 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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 5.02
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Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers. |
On April 30, 2007, Barry R. Elson notified Bally Total Fitness Holding Corporation
(the “Company”) of his intention to resign as Acting Chief Executive Officer of the Company,
effective May 31, 2007. Mr. Elson will facilitate a transition of his responsibilities by
providing consulting services to the Company for a 90-day period
through August 2007 and by continuing to serve as a
member of the Company’s Board of Directors (the “Board”). The Board approved a $25,000 monthly
stipend to Mr. Elson for such consulting services. Mr. Elson will not receive non-employee
director fees during the period he is providing consulting services. As previously disclosed, the
Company is continuing to search for a permanent Chief Executive Officer.
Effective May 4, 2007, the Board appointed Don R. Kornstein to serve as Chief Restructuring
Officer responsible for the oversight and implementation of the Company’s restructuring efforts and
exploration of strategic options for the Company. In such capacity, Mr. Kornstein will also assist
in transition issues relating to Mr. Elson’s departure. Mr. Kornstein will report directly to the
Company’s Board. The Board approved a $50,000 monthly payment to Mr. Kornstein in connection with
such services, in addition to the $50,000 monthly stipend Mr. Kornstein currently receives for his
service as interim Chairman of the Board. Mr. Kornstein will not receive non-employee director
fees during the period he is receiving these monthly payments. The Company does not have an
employment agreement with Mr. Kornstein.
Mr. Kornstein, age 55, has served as a director since February 2006 and as interim
Chairman of the Board since August 2006. For the last five years, Mr. Kornstein has been a
consultant specializing in strategic, financial and management advisory services. Since 2002, Mr.
Kornstein has been the founder and managing member of Alpine Advisors LLC, which provides
value-enhancing strategic management, operational and financial consulting services to a wide range
of companies with varying needs. In addition, Mr. Kornstein serves as a non-executive director of
Cash Systems, Inc. From 2000 until 2001, in his capacity as a consultant, Mr. Kornstein served as
the interim Chief Operating Officer of First World Communications, Inc., a telecom and internet
company. From 1994 until 2000, Mr. Kornstein served as the Chief Executive Officer, President and a
director of Jackpot Enterprises, Inc., an NYSE-listed company engaged in the gaming industry. From
1977 until 1994, Mr. Kornstein was an investment banker with Bear, Stearns & Co. Inc.
Mr. Kornstein was not selected pursuant to any arrangement or understanding between him and
any other person. There are no family relationships between Mr. Kornstein and any of the Company’s
other directors or executive officers. There have been no related party transactions between the
Company and Mr. Kornstein reportable under Item 404(a) of Regulation S-K.