FOR THE SOUTHERN DISTRICT OF NEW YORK
In re | ) | Chapter 11 | ||||||
) | ||||||||
) | Case No. 07- | |||||||
BALLY TOTAL FITNESS OF GREATER | ) | (Joint Administration Requested) | ||||||
NEW YORK, INC.,etal.,* | ) | |||||||
) | Honorable | |||||||
Debtors. | ) ) |
THE JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION OF
BALLY TOTAL FITNESS HOLDING CORPORATION AND ITS AFFILIATE DEBTORS
and the 9.875% Senior Subordinated Notes due 2007, Series D, issued by Bally total fitness
holding corporation
(CUSIP Number 05873K-AF-5)
* | The Debtors in these proceedings are: Bally Total Fitness Holding Corporation, Bally Total Fitness Corporation, Bally ARA Corporation, Bally Fitness Franchising, Inc., Bally Franchise RSC, Inc., Bally Franchising Holdings, Inc., Bally Real Estate I LLC, Bally REFS West Hartford, LLC, Bally Sports Clubs, Inc., Bally Total Fitness Franchising, Inc., Bally Total Fitness International, Inc., Bally Total Fitness of California, Inc., Bally Total Fitness of Colorado, Inc., Bally Total Fitness of Connecticut Coast, Inc., Bally Total Fitness of Connecticut Valley, Inc., Bally Total Fitness of Greater New York, Inc., Bally Total Fitness of Minnesota, Inc., Bally Total Fitness of Missouri, Inc., Bally Total Fitness of Philadelphia, Inc., Bally Total Fitness of Rhode Island, Inc., Bally Total Fitness of the Mid-Atlantic, Inc., Bally Total Fitness of the Midwest, Inc., Bally Total Fitness of the Southeast, Inc., Bally Total Fitness of Toledo, Inc., Bally Total Fitness of Upstate New York, Inc., BTF Cincinnati Corporation, BTF Europe Corporation, BTF Indianapolis Corporation, BTF Minneapolis Corporation, BTF/CFI, Inc., BTFCC, Inc., BTFF Corporation, Greater Philly No. 1 Holding Company, Greater Philly No. 2 Holding Company, Health & Tennis Corporation of New York, Holiday Health Clubs of the East Coast, Inc., Holiday/Southeast Holding Corp., Jack LaLanne Holding Corp., New Fitness Holding Co., Inc., Nycon Holding Co., Inc., Rhode Island Holding Company, Tidelands Holiday Health Clubs, Inc., and U.S. Health, Inc. |
Bally - Beneficial Owner Ballot for 9.875% Senior Subordinated Notes, Due 2007
1. | COMPLETE ITEM 1 (if not already filled out by your nominee) AND ITEM 2 AND COMPLETE ITEM 3 (if applicable). | |
2. | REVIEW THE CERTIFICATIONS CONTAINED IN ITEM 4 AND ITEM 5. | |
3. | SIGN THE BALLOT(unless your Ballot has already been signed or “prevalidated” by your nominee). Unsigned ballots willnot be counted. | |
4. | RETURN THE BALLOT IN THE PRE-ADDRESSED POSTAGE-PAID ENVELOPE (if the enclosed envelope is addressed to your nominee, make sure your nominee receives your Ballot in sufficient time to submit it or a master ballot on your behalf before the Voting Deadline). | |
5. | YOU WILL RECEIVE A SEPARATE BALLOT FOR EACH ISSUE OF SECURITIES YOU OWN WHICH IS ENTITLED TO BE VOTED UNDER THE PLAN. | |
6. | YOU MUST VOTEALL YOUR NOTESEITHER TO ACCEPT OR TO REJECT THE PLAN ANDMAY NOT SPLIT YOUR VOTE. |
Bally - Beneficial Owner Ballot for 9.875% Senior Subordinated Notes, Due 2007
Item 1. | Principal Amount of Notes Voted. The undersigned certifies that as of June 22, 2007, the undersigned was either the beneficial owner, or the nominee of a beneficial owner, of Notes in the following aggregate unpaid principal amount (insert amount in the box below). If your Notes are held by a nominee on your behalf and you do not know the amount, please contact your nominee immediately. |
Item 2. | Vote. The beneficial owner of the Notes identified in Item 1 votes as follows (check one box only-if you do not check a box your vote will not be counted): |
A vote to accept the Plan will be deemed an acceptance of the releases and injunctions contained in Article Ten of the Plan. |
Item 3. | Identify All Other Notes Voted. By returning this Ballot, the beneficial owner of the Notes identified in Item 1 certifies that (a) this Ballot is the only Ballot submitted for the Notes owned by such beneficial owner, except for the Notes identified in the following table, and (b)all Ballots for Notes submitted by the beneficial owner indicate the same vote to accept or reject the Plan that the beneficial owner has indicated in Item 2 of this Ballot (please use additional sheets of paper if necessary): |
BALLOTS
Name of | Principal Amount | |||||||
Account Number | Holder* | of Other Notes Voted | ||||||
$ | ||||||||
$ |
* | Insert your name if the notes are held by you in record name or, if held in street name, insert the name of your broker or bank. |
Bally - Beneficial Owner Ballot for 9.875% Senior Subordinated Notes, Due 2007
Item 4. | Authorization. By returning this Ballot, the beneficial owner of the Notes identified in Item 1 (or nominee of such beneficial owner) certifies that it (a) has full power and authority to vote to accept or reject the Plan with respect to the Notes listed in Item 1, (b) was the beneficial owner of the Notes described in Item 1 (or nominee of such beneficial owner) on and as of June 22, 2007, and (c) has received a copy of the Disclosure Statement (including the exhibits thereto) and understands that the solicitation of votes for the Plan is subject to all the terms and conditions set forth in the Disclosure Statement. |
Name: | ||||||||
(Print or Type) | ||||||||
Social Security or Federal Tax I.D. No.: | ||||||||
(Optional) | ||||||||
Signature: | ||||||||
By: | ||||||||
(If Appropriate) | ||||||||
Title: | ||||||||
(If Appropriate) | ||||||||
Street Address: | ||||||||
City, State, Zip Code: | ||||||||
Telephone Number: ( ) | ||||||||
Date Completed: | ||||||||
Item 5. | Confirmations. By returning this Ballot, the beneficial owner of the Notes identified in Item 1 will also be confirming and acknowledging that (i) such owner and/or legal and financial advisors acting on its behalf has had the opportunity to ask questions of, and receive answers from, the Debtors concerning the terms of the Plan, the business of the Debtors and other related matters, (ii) the Debtors have made available to such owner or its agents all documents and information relating to the Plan and related matters reasonably requested by or on behalf of such owner and (iii) other than what is included in the materials mailed with this Ballot, such owner has not relied on any statements made or other information received from any Person with respect to the Plan. | |
By returning this Ballot, the beneficial owner of the Notes identified in Item 1 also acknowledges that the securities being offered pursuant to the Plan are not being offered pursuant to a registration statement filed with the Securities and Exchange Commission and represents that any such securities will be acquired for its own account and not with a view to any distribution of such securities in violation of the Securities Act. | ||
By returning this Ballot, the beneficial owner of the Notes identified in Item 1 also authorizes and instructs its nominee (i) to furnish the voting information and the amount of Notes the nominee holds on its behalf in a master ballot transmitted to the Debtors or their agent (unless this is a prevalidated ballot forwarded directly to the Special Voting Agent in accordance with the nominee’s instructions), and (ii) to retain this Ballot and related information in its records for at least one year after the Voting Deadline. |
Bally - Beneficial Owner Ballot for 9.875% Senior Subordinated Notes, Due 2007
Bally - Beneficial Owner Ballot for 9.875% Senior Subordinated Notes, Due 2007
FOR THE SOUTHERN DISTRICT OF NEW YORK
In re | ) | Chapter 11 | ||||||
) | ||||||||
) | Case No. 07- | |||||||
BALLY TOTAL FITNESS OF GREATER | ) | (Joint Administration Requested) | ||||||
NEW YORK, INC.,etal.,* | ) | |||||||
) | Honorable | |||||||
Debtors. | ) | |||||||
) |
THE JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION OF
BALLY TOTAL FITNESS HOLDING CORPORATION AND ITS AFFILIATE DEBTORS
issued by Bally total fitness holding corporation
(CUSIP Number 05873K-AJ-7)
* | The Debtors in these proceedings are: Bally Total Fitness Holding Corporation, Bally Total Fitness Corporation, Bally ARA Corporation, Bally Fitness Franchising, Inc., Bally Franchise RSC, Inc., Bally Franchising Holdings, Inc., Bally Real Estate I LLC, Bally REFS West Hartford, LLC, Bally Sports Clubs, Inc., Bally Total Fitness Franchising, Inc., Bally Total Fitness International, Inc., Bally Total Fitness of California, Inc., Bally Total Fitness of Colorado, Inc., Bally Total Fitness of Connecticut Coast, Inc., Bally Total Fitness of Connecticut Valley, Inc., Bally Total Fitness of Greater New York, Inc., Bally Total Fitness of Minnesota, Inc., Bally Total Fitness of Missouri, Inc., Bally Total Fitness of Philadelphia, Inc., Bally Total Fitness of Rhode Island, Inc., Bally Total Fitness of the Mid-Atlantic, Inc., Bally Total Fitness of the Midwest, Inc., Bally Total Fitness of the Southeast, Inc., Bally Total Fitness of Toledo, Inc., Bally Total Fitness of Upstate New York, Inc., BTF Cincinnati Corporation, BTF Europe Corporation, BTF Indianapolis Corporation, BTF Minneapolis Corporation, BTF/CFI, Inc., BTFCC, Inc., BTFF Corporation, Greater Philly No. 1 Holding Company, Greater Philly No. 2 Holding Company, Health & Tennis Corporation of New York, Holiday Health Clubs of the East Coast, Inc., Holiday/Southeast Holding Corp., Jack LaLanne Holding Corp., New Fitness Holding Co., Inc., Nycon Holding Co., Inc., Rhode Island Holding Company, Tidelands Holiday Health Clubs, Inc., and U.S. Health, Inc. |
Bally - Beneficial Owner Ballot for 10.5% Senior Notes, Due 2011
1. | COMPLETE ITEM 1 (if not already filled out by your nominee) AND ITEM 2 AND COMPLETE ITEM 3 (if applicable). | |
2. | REVIEW THE CERTIFICATIONS CONTAINED IN ITEM 4 AND ITEM 5. | |
3. | SIGN THE BALLOT(unless your Ballot has already been signed or “prevalidated” by your nominee). Unsigned ballots willnot be counted. | |
4. | RETURN THE BALLOT IN THE PRE-ADDRESSED POSTAGE-PAID ENVELOPE (if the enclosed envelope is addressed to your nominee, make sure your nominee receives your Ballot in sufficient time to submit it or a master ballot on your behalf before the Voting Deadline). | |
5. | YOU WILL RECEIVE A SEPARATE BALLOT FOR EACH ISSUE OF SECURITIES YOU OWN WHICH IS ENTITLED TO BE VOTED UNDER THE PLAN. | |
6. | YOU MUST VOTEALL YOUR NOTESEITHER TO ACCEPT OR TO REJECT THE PLAN ANDMAY NOT SPLIT YOUR VOTE. |
Bally - Beneficial Owner Ballot for 10.5% Senior Notes, Due 2011
Item 1. | Principal Amount of Notes Voted. The undersigned certifies that as of June 22, 2007, the undersigned was either the beneficial owner, or the nominee of a beneficial owner, of Notes in the following aggregate unpaid principal amount (insert amount in the box below). If your Notes are held by a nominee on your behalf and you do not know the amount, please contact your nominee immediately. |
Item 2. | Vote. The beneficial owner of the Notes identified in Item 1 votes as follows (check one box only-if you do not check a box your vote will not be counted): |
Item 3. | Identify All Other Notes Voted. By returning this Ballot, the beneficial owner of the Notes identified in Item 1 certifies that (a) this Ballot is the only Ballot submitted for the Notes owned by such beneficial owner, except for the Notes identified in the following table, and (b)all Ballots for Notes submitted by the beneficial owner indicate the same vote to accept or reject the Plan that the beneficial owner has indicated in Item 2 of this Ballot (please use additional sheets of paper if necessary): |
BALLOTS
Name of | Principal Amount | |||||||
Account Number | Holder* | of Other Notes Voted | ||||||
$ | ||||||||
$ |
* | Insert your name if the notes are held by you in record name or, if held in street name, insert the name of your broker or bank. |
Bally - Beneficial Owner Ballot for 10.5% Senior Notes, Due 2011
Item 4. | Authorization. By returning this Ballot, the beneficial owner of the Notes identified in Item 1 (or nominee of such beneficial owner) certifies that it (a) has full power and authority to vote to accept or reject the Plan with respect to the Notes listed in Item 1, (b) was the beneficial owner of the Notes described in Item 1 (or nominee of such beneficial owner) on and as of June 22, 2007, and (c) has received a copy of the Disclosure Statement (including the exhibits thereto) and understands that the solicitation of votes for the Plan is subject to all the terms and conditions set forth in the Disclosure Statement. |
Name: | ||||||||
(Print or Type) | ||||||||
Social Security or Federal Tax I.D. No.: | ||||||||
(Optional) | ||||||||
Signature: | ||||||||
By: | ||||||||
(If Appropriate) | ||||||||
Title: | ||||||||
(If Appropriate) | ||||||||
Street Address: | ||||||||
City, State, Zip Code: | ||||||||
Telephone Number: ( ) | ||||||||
Date Completed: | ||||||||
Item 5. | Confirmations. By returning this Ballot, the beneficial owner of the Notes identified in Item 1 will also be confirming and acknowledging that (i) such owner and/or legal and financial advisors acting on its behalf has had the opportunity to ask questions of, and receive answers from, the Debtors concerning the terms of the Plan, the business of the Debtors and other related matters, (ii) the Debtors have made available to such owner or its agents all documents and information relating to the Plan and related matters reasonably requested by or on behalf of such owner and (iii) other than what is included in the materials mailed with this Ballot, such owner has not relied on any statements made or other information received from any Person with respect to the Plan. | |
By returning this Ballot, the beneficial owner of the Notes identified in Item 1 also acknowledges that the securities being offered pursuant to the Plan are not being offered pursuant to a registration statement filed with the Securities and Exchange Commission and represents that any such securities will be acquired for its own account and not with a view to any distribution of such securities in violation of the Securities Act. | ||
By returning this Ballot, the beneficial owner of the Notes identified in Item 1 also authorizes and instructs its nominee (i) to furnish the voting information and the amount of Notes the nominee holds on its behalf in a master ballot transmitted to the Debtors or their agent (unless this is a prevalidated ballot forwarded directly to the Special Voting Agent in accordance with the nominee’s instructions), and (ii) to retain this Ballot and related information in its records for at least one year after the Voting Deadline. |
Bally - Beneficial Owner Ballot for 10.5% Senior Notes, Due 2011
Bally - Beneficial Owner Ballot for 10.5% Senior Notes, Due 2011
FOR THE SOUTHERN DISTRICT OF NEW YORK
In re | ) | Chapter 11 | ||||||
) | ||||||||
) | Case No. 07- | |||||||
BALLY TOTAL FITNESS OF GREATER | ) | (Joint Administration Requested) | ||||||
NEW YORK, INC.,etal.,* | ) | |||||||
) | Honorable | |||||||
Debtors. | ) | |||||||
) |
THE JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION OF
BALLY TOTAL FITNESS HOLDING CORPORATION AND ITS AFFILIATE DEBTORS
issued by Bally total fitness holding corporation
(CUSIP Number 05873K-AJ-7)
* | The Debtors in these proceedings are: Bally Total Fitness Holding Corporation, Bally Total Fitness Corporation, Bally ARA Corporation, Bally Fitness Franchising, Inc., Bally Franchise RSC, Inc., Bally Franchising Holdings, Inc., Bally Real Estate I LLC, Bally REFS West Hartford, LLC, Bally Sports Clubs, Inc., Bally Total Fitness Franchising, Inc., Bally Total Fitness International, Inc., Bally Total Fitness of California, Inc., Bally Total Fitness of Colorado, Inc., Bally Total Fitness of Connecticut Coast, Inc., Bally Total Fitness of Connecticut Valley, Inc., Bally Total Fitness of Greater New York, Inc., Bally Total Fitness of Minnesota, Inc., Bally Total Fitness of Missouri, Inc., Bally Total Fitness of Philadelphia, Inc., Bally Total Fitness of Rhode Island, Inc., Bally Total Fitness of the Mid-Atlantic, Inc., Bally Total Fitness of the Midwest, Inc., Bally Total Fitness of the Southeast, Inc., Bally Total Fitness of Toledo, Inc., Bally Total Fitness of Upstate New York, Inc., BTF Cincinnati Corporation, BTF Europe Corporation, BTF Indianapolis Corporation, BTF Minneapolis Corporation, BTF/CFI, Inc., BTFCC, Inc., BTFF Corporation, Greater Philly No. 1 Holding Company, Greater Philly No. 2 Holding Company, Health & Tennis Corporation of New York, Holiday Health Clubs of the East Coast, Inc., Holiday/Southeast Holding Corp., Jack LaLanne Holding Corp., New Fitness Holding Co., Inc., Nycon Holding Co., Inc., Rhode Island Holding Company, Tidelands Holiday Health Clubs, Inc., and U.S. Health, Inc. |
Page 1 of 9
Page 2 of 9
Item 1. | Certification of Authority to Vote. The undersigned certifies that as of the June 22, 2007 record date, the undersigned (please check the applicable box): |
o | Is a broker, bank, or other nominee for the beneficial owners of the aggregate principal amount of Notes listed in Item 2 below, and is the registered holder of such securities, or | ||
o | Is acting under a power of attorney and/or agency (a copy of which will be provided upon request) granted by a broker, bank, or other nominee that is the registered holder of the aggregate principal amount of Notes listed in Item 2 below, or | ||
o | Has been granted a proxy (an original of which is attached hereto) from a broker, bank or other nominee, or a beneficial owner, that is the registered holder of the aggregate principal amount of Notes listed in Item 2 below, |
Item 2. | Class 5 Vote (Prepetition Senior Notes Claims). The undersigned transmits the following votes of beneficial owners in respect of their Notes, and certifies that the following beneficial owners of Notes, as identified by their respective customer account numbers set forth below, are beneficial owners of such securities as of the June 22, 2007 record date and have delivered to the undersigned, as Nominee, Ballots casting such votes (Indicate in the appropriate column the aggregate principal amount voted for each account, or attach such information to this Master Ballot in the form of the following table. Please note: Each beneficial owner must voteallhis, her, or its Class 5 Claims (Prepetition Senior Notes Claims)eitherto accept or reject the Plan, and maynot split such vote.): |
Your Customer Account | Principal Amount of Notes | Principal Amount of | |||||||
Number of Each Beneficial | Voted to | Notes Voted to | |||||||
Owner of Notes | ACCEPT the Plan | REJECT the Plan | |||||||
1. | $ | OR | $ | ||||||
2. | $ | OR | $ | ||||||
3. | $ | OR | $ | ||||||
4. | $ | OR | $ | ||||||
5. | $ | OR | $ | ||||||
6. | $ | OR | $ | ||||||
7. | $ | OR | $ | ||||||
8. | $ | OR | $ | ||||||
9. | $ | OR | $ | ||||||
10. | $ | OR | $ | ||||||
TOTALS | $ | $ |
Bally - Master Ballot for 10.5% Senior Notes, Due 2011
Page 3 of 9
Item 3. | Certification As to Transcription of Information From Item 3 of Beneficial Owner Ballots As to Other Notes Voted by Beneficial Owners. The undersigned certifies that the undersigned has transcribed in the following table the information, if any, provided by beneficial owners in Item 3 of the Beneficial Owner Ballots, identifying any other Notes for which such beneficial owners have submitted other Ballots: |
TRANSCRIBE FROM ITEM 3 OF THE BENEFICIAL OWNER BALLOT: | ||||||||||||
YOUR customer account number | Principal Amount of | |||||||||||
for each beneficial owner who | Account Number | Name of Holder | Other Notes Voted | |||||||||
completed Item 3 of the | (Transcribe from Item 3 of | (Transcribe from Item 3 of | (Transcribe from Item 3 of | |||||||||
Beneficial Owner Ballot | Beneficial Owner Ballot) | Beneficial Owner Ballot) | Beneficial Owner Ballot) | |||||||||
1. | $ | |||||||||||
2. | $ | |||||||||||
3. | $ | |||||||||||
4. | $ | |||||||||||
5. | $ | |||||||||||
6. | $ | |||||||||||
7. | $ | |||||||||||
8. | $ | |||||||||||
9. | $ | |||||||||||
10. | $ |
Page 4 of 9
Item 4. | Certification. By signing this Master Ballot, the undersigned certifies that each beneficial owner of Notes listed in Item 2 above has been provided with a copy of the Disclosure Statement, including the exhibits thereto, and acknowledges that the solicitation of votes is subject to all the terms and conditions set forth in the Disclosure Statement. |
Name of Broker, Bank, or Other Nominee: | ||||||||
(Print or Type) | ||||||||
Name of Proxy Holder or Agent for Broker, Bank, or Other Nominee (if applicable): | ||||||||
(Print or Type) | ||||||||
DTC No.: | ||||||||
Social Security or Federal Tax I.D. No.: | ||||||||
Signature: | ||||||||
By: | ||||||||
Title: | ||||||||
Street Address: | ||||||||
City, State, Zip Code: | ||||||||
Telephone Number: ( ) | ||||||||
Date Completed: | ||||||||
Page 5 of 9
105 Madison Ave, 14th Floor
New York, NY 10016
Attn: Glen Linde
1. | Complete and execute the Beneficial Owner Ballot (other than Items 2 and 3) and deliver to the beneficial owner such “prevalidated” Beneficial Owner Ballot, along with the Disclosure Statement and other materials requested to be forwarded. The beneficial owner should complete Items 2 and 3 of that Ballot and return the completed Ballot to Mackenzie Partners, Inc. so as to be received before the Voting Deadline; |
2. | For any Beneficial Owner Ballots you do not “prevalidate”: | |
Deliver the Beneficial Owner Ballot to the beneficial owner, along with the Disclosure Statement and other materials requested to be forwarded, and take the necessary actions to enable such beneficial owner to (i) complete and execute such Beneficial Owner Ballot voting to accept or reject the Plan, and (ii) return the completed and executed Beneficial Owner Ballot to you in sufficient time to enable you to complete the Master Ballot and deliver it to Mackenzie Partners, Inc. before the Voting Deadline; and |
Bally - Master Ballot for 10.5% Senior Notes, Due 2011
Page 6 of 9
With respect to all Beneficial Owner Ballots returned to you, you must properly complete the Master Ballot, as follows: |
a. | Check the appropriate box in Item 1 on the Master Ballot; | ||
b. | Indicate the votes to accept or reject the Plan in Item 2 of this Master Ballot, as transmitted to you by the beneficial owners of Notes. To identify such beneficial owners without disclosing their names, please use the customer account number assigned by you to each such beneficial owner, or if no such customer account number exists, please assign a number to each account (making sure to retain a separate list of each beneficial owner and the assigned number).IMPORTANT: BENEFICIAL OWNERS MAYNOTSPLIT THEIR VOTES. EACH BENEFICIAL OWNER MUST VOTEALLHIS, HER, OR ITS NOTESEITHERTO ACCEPT OR REJECT THE PLAN. IF ANY BENEFICIAL OWNER HAS ATTEMPTED TO SPLIT SUCH VOTE, PLEASE CONTACT MACKENZIE PARTNERS, INC. IMMEDIATELY. Any Beneficial Owner Ballot or Master Ballot which is validly executed but which does not indicate acceptance or rejection of the Plan by the indicated beneficial owner or which impermissibly attempts to split a vote will not be counted; | ||
c. | Please note that Item 3 of this Master Ballot requests that you transcribe the information provided by each beneficial owner from Item 3 of each completed Beneficial Owner Ballot relating to other Notes voted; | ||
d. | Review the certification in Item 4 of the Master Ballot; | ||
e. | Sign and date the Master Ballot, and provide the remaining information requested; | ||
f. | If additional space is required to respond to any item on the Master Ballot, please use additional sheets of paper clearly marked to indicate the applicable Item of the Master Ballot to which you are responding; | ||
g. | Contact Mackenzie Partners, Inc. to arrange for delivery of the completed Master Ballot to its offices; | ||
h. | Multiple Master Ballots may be completed and delivered to the Special Voting Agent. Votes reflected by multiple Master Ballots will be counted except to the extent that the votes thereon are duplicative of other Master Ballots. If two or more Master Ballots are inconsistent, the latest Master Ballots actually received prior to the Voting Deadline will, to the extent of such inconsistency, supersede and revoke any prior Master Ballot. If more than one Master Ballot is submitted and the later Master Ballot supplements rather than supersedes the earlier Master Ballot(s), please mark the subsequent Master Ballot with the words “Additional Vote” or such other language as you customarily use to indicate an additional vote that is not meant to revoke an earlier vote; and | ||
i. | Deliver the completed and executed Master Ballot so that it isactually received by Mackenzie Partners, Inc. on or before the Voting Deadline. For each completed and executed Beneficial Owner Ballot returned to you by a beneficial owner, either forward such Beneficial Owner Ballot (along with your Master Ballot) to Mackenzie Partners, Inc. or retain such Beneficial Owner Ballot in your files for at least one year from the Voting Deadline. |
Page 7 of 9
Page 8 of 9
Page 9 of 9
FOR THE SOUTHERN DISTRICT OF NEW YORK
In re | ) | Chapter 11 | ||||||
) | ||||||||
) | Case No. 07- | |||||||
BALLY TOTAL FITNESS OF GREATER | ) | (Joint Administration Requested) | ||||||
NEW YORK, INC.,etal.,* | ) | |||||||
) | Honorable | |||||||
Debtors. | ) | |||||||
) |
THE JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION OF
BALLY TOTAL FITNESS HOLDING CORPORATION AND ITS AFFILIATE DEBTORS
and the 9.875% Senior Subordinated Notes due 2007, Series D, issued by Bally total
fitness holding corporation
(CUSIP Number 05873K-AF-5)
* | The Debtors in these proceedings are: Bally Total Fitness Holding Corporation, Bally Total Fitness Corporation, Bally ARA Corporation, Bally Fitness Franchising, Inc., Bally Franchise RSC, Inc., Bally Franchising Holdings, Inc., Bally Real Estate I LLC, Bally REFS West Hartford, LLC, Bally Sports Clubs, Inc., Bally Total Fitness Franchising, Inc., Bally Total Fitness International, Inc., Bally Total Fitness of California, Inc., Bally Total Fitness of Colorado, Inc., Bally Total Fitness of Connecticut Coast, Inc., Bally Total Fitness of Connecticut Valley, Inc., Bally Total Fitness of Greater New York, Inc., Bally Total Fitness of Minnesota, Inc., Bally Total Fitness of Missouri, Inc., Bally Total Fitness of Philadelphia, Inc., Bally Total Fitness of Rhode Island, Inc., Bally Total Fitness of the Mid-Atlantic, Inc., Bally Total Fitness of the Midwest, Inc., Bally Total Fitness of the Southeast, Inc., Bally Total Fitness of Toledo, Inc., Bally Total Fitness of Upstate New York, Inc., BTF Cincinnati Corporation, BTF Europe Corporation, BTF Indianapolis Corporation, BTF Minneapolis Corporation, BTF/CFI, Inc., BTFCC, Inc., BTFF Corporation, Greater Philly No. 1 Holding Company, Greater Philly No. 2 Holding Company, Health & Tennis Corporation of New York, Holiday Health Clubs of the East Coast, Inc., Holiday/Southeast Holding Corp., Jack LaLanne Holding Corp., New Fitness Holding Co., Inc., Nycon Holding Co., Inc., Rhode Island Holding Company, Tidelands Holiday Health Clubs, Inc., and U.S. Health, Inc. |
Page 1 of 9
Page 2 of 9
Item 1. | Certification of Authority to Vote. The undersigned certifies that as of the June 22, 2007 record date, the undersigned (please check the applicable box): |
o | Is a broker, bank, or other nominee for the beneficial owners of the aggregate principal amount of Notes listed in Item 2 below, and is the registered holder of such securities, or | ||
o | Is acting under a power of attorney and/or agency (a copy of which will be provided upon request) granted by a broker, bank, or other nominee that is the registered holder of the aggregate principal amount of Notes listed in Item 2 below, or | ||
o | Has been granted a proxy (an original of which is attached hereto) from a broker, bank or other nominee, or a beneficial owner, that is the registered holder of the aggregate principal amount of Notes listed in Item 2 below, |
Item 2. | Class 6A Vote (Prepetition Senior Subordinated Notes Claims). The undersigned transmits the following votes of beneficial owners in respect of their Notes, and certifies that the following beneficial owners of Notes, as identified by their respective customer account numbers set forth below, are beneficial owners of such securities as of the June 22, 2007 record date and have delivered to the undersigned, as Nominee, Ballots casting such votes (Indicate in the appropriate column the aggregate principal amount voted for each account, or attach such information to this Master Ballot in the form of the following table. Please note: Each beneficial owner must voteallhis, her, or its Class 6A Claims (Prepetition Senior Subordinated Notes Claims)eitherto accept or reject the Plan, and maynot split such vote.): |
Your Customer Account | Principal Amount of Notes | Principal Amount of | |||||||
Number of Each Beneficial | Voted to | Notes Voted to | |||||||
Owner of Notes | ACCEPT the Plan | REJECT the Plan | |||||||
1. | $ | OR | $ | ||||||
2. | $ | OR | $ | ||||||
3. | $ | OR | $ | ||||||
4. | $ | OR | $ | ||||||
5. | $ | OR | $ | ||||||
6. | $ | OR | $ | ||||||
7. | $ | OR | $ | ||||||
8. | $ | OR | $ | ||||||
9. | $ | OR | $ | ||||||
10. | $ | OR | $ | ||||||
TOTALS | $ | $ |
Bally - Master Ballot for 9.875% Senior Subordinated Notes, Due 2007
Page 3 of 9
Item 3. Certification As to Transcription of Information From Item 3 of Beneficial Owner Ballots As to Other Notes Voted by Beneficial Owners. The undersigned certifies that the undersigned has transcribed in the following table the information, if any, provided by beneficial owners in Item 3 of the Beneficial Owner Ballots, identifying any other Notes for which such beneficial owners have submitted other Ballots: |
TRANSCRIBE FROM ITEM 3 OF THE BENEFICIAL OWNER BALLOT: | ||||||||||||
YOUR customer account number | Principal Amount of | |||||||||||
for each beneficial owner who | Account Number | Name of Holder | Other Notes Voted | |||||||||
completed Item 3 of the | (Transcribe from Item 3 of | (Transcribe from Item 3 of | (Transcribe from Item 3 of | |||||||||
Beneficial Owner Ballot | Beneficial Owner Ballot) | Beneficial Owner Ballot) | Beneficial Owner Ballot) | |||||||||
1. | $ | |||||||||||
2. | $ | |||||||||||
3. | $ | |||||||||||
4. | $ | |||||||||||
5. | $ | |||||||||||
6. | $ | |||||||||||
7. | $ | |||||||||||
8. | $ | |||||||||||
9. | $ | |||||||||||
10. | $ |
Page 4 of 9
Item 4. Certification. By signing this Master Ballot, the undersigned certifies that each beneficial owner of Notes listed in Item 2 above has been provided with a copy of the Disclosure Statement, including the exhibits thereto, and acknowledges that the solicitation of votes is subject to all the terms and conditions set forth in the Disclosure Statement. |
Name of Broker, Bank, or Other Nominee: | ||||||||
(Print or Type) | ||||||||
Name of Proxy Holder or Agent for Broker, Bank, or Other Nominee (if applicable): | ||||||||
(Print or Type) | ||||||||
DTC No.: | ||||||||
Social Security or Federal Tax I.D. No.: | ||||||||
Signature: | ||||||||
By: | ||||||||
Title: | ||||||||
Street Address: | ||||||||
City, State, Zip Code: | ||||||||
Telephone Number: ( ) | ||||||||
Date Completed: | ||||||||
Page 5 of 9
105 Madison Ave, 14th Floor
New York, NY 10016
Attn: Glen Linde
1. | Complete and execute the Beneficial Owner Ballot (other than Items 2 and 3) and deliver to the beneficial owner such “prevalidated” Beneficial Owner Ballot, along with the Disclosure Statement and other materials requested to be forwarded. The beneficial owner should complete Items 2 and 3 of that Ballot and return the completed Ballot to Mackenzie Partners, Inc. so as to be received before the Voting Deadline; |
2. | For any Beneficial Owner Ballots you do not “prevalidate”: | |
Deliver the Beneficial Owner Ballot to the beneficial owner, along with the Disclosure Statement and other materials requested to be forwarded, and take the necessary actions to enable such beneficial owner to (i) complete and execute such Beneficial Owner Ballot voting to accept or reject the Plan, and (ii) return the completed and executed Beneficial Owner Ballot to you in sufficient time to enable you to complete the Master Ballot and deliver it to Mackenzie Partners, Inc. before the Voting Deadline; and |
Bally - Master Ballot for 9.875% Senior Subordinated Notes, Due 2007
Page 6 of 9
With respect to all Beneficial Owner Ballots returned to you, you must properly complete the Master Ballot, as follows: |
a. | Check the appropriate box in Item 1 on the Master Ballot; | ||
b. | Indicate the votes to accept or reject the Plan in Item 2 of this Master Ballot, as transmitted to you by the beneficial owners of Notes. To identify such beneficial owners without disclosing their names, please use the customer account number assigned by you to each such beneficial owner, or if no such customer account number exists, please assign a number to each account (making sure to retain a separate list of each beneficial owner and the assigned number).IMPORTANT: BENEFICIAL OWNERS MAYNOTSPLIT THEIR VOTES. EACH BENEFICIAL OWNER MUST VOTEALLHIS, HER, OR ITS NOTESEITHERTO ACCEPT OR REJECT THE PLAN. IF ANY BENEFICIAL OWNER HAS ATTEMPTED TO SPLIT SUCH VOTE, PLEASE CONTACT MACKENZIE PARTNERS, INC. IMMEDIATELY. Any Beneficial Owner Ballot or Master Ballot which is validly executed but which does not indicate acceptance or rejection of the Plan by the indicated beneficial owner or which impermissibly attempts to split a vote will not be counted; | ||
c. | Please note that Item 3 of this Master Ballot requests that you transcribe the information provided by each beneficial owner from Item 3 of each completed Beneficial Owner Ballot relating to other Notes voted; | ||
d. | Review the certification in Item 4 of the Master Ballot; | ||
e. | Sign and date the Master Ballot, and provide the remaining information requested; | ||
f. | If additional space is required to respond to any item on the Master Ballot, please use additional sheets of paper clearly marked to indicate the applicable Item of the Master Ballot to which you are responding; | ||
g. | Contact Mackenzie Partners, Inc. to arrange for delivery of the completed Master Ballot to its offices; | ||
h. | Multiple Master Ballots may be completed and delivered to the Special Voting Agent. Votes reflected by multiple Master Ballots will be counted except to the extent that the votes thereon are duplicative of other Master Ballots. If two or more Master Ballots are inconsistent, the latest Master Ballots actually received prior to the Voting Deadline will, to the extent of such inconsistency, supersede and revoke any prior Master Ballot. If more than one Master Ballot is submitted and the later Master Ballot supplements rather than supersedes the earlier Master Ballot(s), please mark the subsequent Master Ballot with the words “Additional Vote” or such other language as you customarily use to indicate an additional vote that is not meant to revoke an earlier vote; and | ||
i. | Deliver the completed and executed Master Ballot so that it isactually received by Mackenzie Partners, Inc. on or before the Voting Deadline. For each completed and executed Beneficial Owner Ballot returned to you by a beneficial owner, either forward such Beneficial Owner Ballot (along with your Master Ballot) to Mackenzie Partners, Inc. or retain such Beneficial Owner Ballot in your files for at least one year from the Voting Deadline. |
Bally - Master Ballot for 9.875% Senior Subordinated Notes, Due 2007
Page 7 of 9
Page 8 of 9
Page 9 of 9