-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BJYcx3jhJdEmnRB7nSBCBM2dr5b91xDk/8Lqj6gq2u/fAoVlVTGxD9rsHc376LeV diyhjN+Qh5TbAre4sf3cMA== 0000919574-97-000517.txt : 19970520 0000919574-97-000517.hdr.sgml : 19970520 ACCESSION NUMBER: 0000919574-97-000517 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970515 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BALLY TOTAL FITNESS HOLDING CORP CENTRAL INDEX KEY: 0000770944 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 362762953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47769 FILM NUMBER: 97609651 BUSINESS ADDRESS: STREET 1: 8700 WEST BRYN MAWR AVENUE CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 3123991300 FORMER COMPANY: FORMER CONFORMED NAME: BALLYS HEALTH & TENNIS CORP DATE OF NAME CHANGE: 19940526 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KINGDON CAPITAL MANAGEMENT CORP CENTRAL INDEX KEY: 0001000097 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 157 WEST 57TH STREET 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2123330100 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET 50 FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: * Name of Issuer: Bally Total Fitness Holdings Corporation Title of Class of Securities: Common Stock, $.01 par value CUSIP Number: 05873K108 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Mr. Peter J. Cobos c/o Kingdon Capital Management Corporation, 152 West 57th Street, New York, New York 10019, (212) 333-0100 (Date of Event which Requires Filing of this Statement) May 7, 1997 If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement []. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of class. See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 05873K108 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Kingdon Capital Management Corporation #13-3158796 2. Check the Appropriate Box if a Member of a Group a. b. x 3. SEC Use Only 4. Source of Funds WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 748,300 8. Shared Voting Power: 9. Sole Dispositive Power: 748,300 10. Shared Dispositive Power: 11. Aggregate Amount Beneficially Owned by Each Reporting Person 748,300 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares -2- 13. Percent of Class Represented by Amount in Row (11) 6.0% 14. Type of Reporting Person CO Item 1. Security and Issuer This statement relates to shares of common stock, par value $.01 per share (the "Common Stock") of Bally Total Fitness Holdings Corporation ("BTFH"). BTFH's principal executive office is located at 8700 West Bryn Mawr Avenue, Chicago, IL 60631. Item 2. Identity and Background This statement is being filed on behalf of Kingdon Capital Management Corporation ("KCMC"), a Delaware corporation. KCMC's principal business is to act as an investment adviser; its principal office is at 152 West 57th Street, New York, New York 10019. Mr. Mark Kingdon is the sole shareholder, director and executive officer of KCMC. Mr. Kingdon has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Mr. Kingdon has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Mr. Kingdon is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof, KCMC is deemed to beneficially own 748,300 shares of Common Stock. All 748,300 shares of Common Stock are held by entities and managed accounts over which KCMC has investment discretion. The 748,300 shares of the Common Stock were purchased in open market transactions at an aggregate cost of $4,898,544. The funds for the purchase of the Common Stock held in the entities and managed accounts over which KCMC has investment discretion have come from each -3- entity's or account's own funds. No leverage was used to purchase any shares. Item 4. Purpose of Transactions. The shares of Common Stock deemed to be beneficially owned by KCMC were acquired for, and are being held for, investment purposes. KCMC has no plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. Item 5. Interest in Securities of Issuer. As of the date hereof, KCMC is deemed to be the beneficial owner of 748,300 shares of Common Stock. Based on BTFH's most recent filing on Form 10-K on March 28, 1997, as of February 28, 1997 there were 12,495,161 shares of Common Stock outstanding. Therefore, KCMC is deemed to beneficially own 6.0% of the outstanding shares of Common Stock. KCMC has the sole power to vote, direct the vote, dispose of or direct the disposition of all the shares of Common Stock that it is currently deemed to beneficially own. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer KCMC has no contract, arrangement, understanding or relationship with any person with respect to the Common Stock. Item 7. Material to be Filed as Exhibits. Attached hereto as Exhibit A is a description of the transactions in the Common Stock that were effected by KCMC since 60 days prior to May 7, 1997. -4- Signature The undersigned, after reasonable inquiry and to the best of its knowledge and belief, certifies that the information set forth in this statement is true, complete and correct. May 15, 1997 Kingdon Capital Management Corporation By: /s/ Peter J. Cobos __________________________ Peter J. Cobos, Controller -5- EXHIBIT A SCHEDULE OF TRANSACTIONS Date Shares Purchased Price Per Share or (Sold) (Not Including Commission) ____ _______________ ______________________ 3/13/97 44,100 $6.62 5/7/97 25,000 6.94 5/7/97 35,800 6.85 5/7/97 4,500 6.89 5/9/97 25,000 7.25 5/13/97 60,000 8.12 -6- 48400002.AI3 -----END PRIVACY-ENHANCED MESSAGE-----