Bally May Seek Resolution of Whether Rights Plan Has Been Triggered by Virtue of Concerted Action by Insurgent Shareholders.CHICAGO -- Bally Total Fitness Bally Total Fitness is an American health club chain with 400 gyms in 70 cities, and claims 4 million customers [1]. The chain has recently opened gyms in South Korea, China & the Bahamas. Corporation (NYSE NYSE See: New York Stock Exchange :BFT (Binary File Transfer) An extension to the fax protocol that allows transmission of raw data. A page of text is transmitted faster than a bitmap of the page and is displayed at normal printer resolution at the receiving side. ): --Company's Suit Forces the Revelation of Undisclosed Relationships Between Liberation and Pardus' Board Candidate and Between Liberation and Bally's Discredited Former CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. --Federal Court Finds No Need for Bally's Request for a Preliminary Injunction A temporary order made by a court at the request of one party that prevents the other party from pursuing a particular course of conduct until the conclusion of a trial on the merits. A preliminary injunction is regarded as extraordinary relief. Hearing as a Result of Additional Disclosure by Liberation Bally Total Fitness Corporation (NYSE:BFT), the leading operator and provider of health and fitness clubs, products and services, today announced it is considering its options in seeking a determination of whether its two largest shareholders, Liberation Investments and Pardus Capital Management are acting in concert and whether such concerted actions may have triggered the Company's Stockholder Rights Plan. Bally said its options include further pretrial pre·tri·al n. A proceeding held before an official trial, especially to clarify points of law and facts. adj. 1. Of or relating to a pretrial. 2. proceedings in federal court or in a request for relief in the Delaware Chancery Court where litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. that was recently filed by Liberation, challenging the Rights Plan, is already pending. The Company noted that its complaint in federal court had forced Liberation to disclose the previously omitted facts that Liberation had suggested Don Kornstein to be nominated as a candidate on the slate of Pardus European Special Opportunities Master Fund ("Pardus") and that Liberation's general manager, Emanuel Pearlman had a 17-year-long relationship with Kornstein and a close relationship with Bally and its former management, including its now-discredited CEO Lee Hillman. The U.S. District Court for the District of Delaware ruled late yesterday that the disclosure of the dispute between Liberation and the Company was sufficient at this juncture pending resolution at a later point in time as to whether or not these relationships or others resulted in the formation of a "group" between Liberation and Pardus. Accordingly, the court determined the need for expedited discovery and a preliminary injunction hearing has been mooted. Bally said it continues to believe that Liberation's disclosure is inadequate. Importantly, the Court's decision did not yet address the issue of whether Liberation and Pardus are, in fact, acting as a "group." Bally also noted that Pardus had made certain additional disclosures in its preliminary proxy materials Proxy Materials Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other filed with the SEC late yesterday. About Bally Total Fitness Bally Total Fitness is the largest and only nationwide commercial operator of fitness centers in the U.S., with nearly 440 facilities located in 29 states, Mexico, Canada, Korea, China and the Caribbean under the Bally Total Fitness(R), Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally Sports Clubs(R) and Sports Clubs of Canada(R) brands. Bally offers a unique platform for distribution of a wide range of products and services targeted to active, fitness-conscious adult consumers. Forward-looking statements in this release including, without limitation, statements relating to the Company's plans, strategies, objectives, expectations, intentions, and adequacy of resources, are made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Furthermore, for purposes of the Company's Rights Plan, this press release is not a public announcement by the Company of the existence of an Acquiring Person or the occurrence of a Share Acquisition Date, nor does it disclose the information necessary to reveal or intended to reveal the existence of an Acquiring Person, and nothing in this press release should be construed to the contrary. |
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