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Bally Total Fitness Comments on Pardus' Letter Responding to the Company's Settlement Proposals.


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.  (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. ), the nation's leader in health and fitness, today commented on today's letter from Pardus Capital Management, its largest shareholder, and once again encouraged shareholders to support the Board and management as they consider their proxy vote Proxy vote

Vote cast by one person or entity on behalf of another.
 before the January 26 shareholders meeting.

"We believe shareholders will recognize that Bally's extremely reasonable settlement offer clearly demonstrates the Company and its Board acted in good faith in responding to issues raised by our largest shareholder. The Board developed our proposal after our independent directors met with Pardus and listened carefully to their concerns," said John W. Rogers, Jr., Lead Director. "It's important to point out that we accommodated Pardus on the vast majority of their demands."

Bally bally
Adjective, adv

Brit old-fashioned, slang extreme or extremely: a bally nuisance, he's too bally charming for his own good

Adj. 1.
 noted that its Board of Directors, over the past six weeks, made substantial efforts to address Pardus' concerns, and that it was in agreement on most of the terms cited in Pardus' letter to stockholders today. However, the remaining differences between the parties represent critical issues for all stockholders.

--Board Composition -- With regard to Board composition, the Company has agreed to three out of 10 members for Pardus, a number that is more than fair given their stake in the Company. Bally's Board firmly urges shareholders to support the nomination of Eric Langshur, who heads the Company's Audit Committee and has played such an important role in restoring credibility to Bally's financials.

--Special Committee - Bally has already offered the very committee Pardus' letter seeks, fully empowered and constituted with independent directors, including Pardus' nominees.

--Equity Compensation - As announced yesterday, the Company has amended its proposed 2006 Omnibus Equity Compensation Plan to reduce the number of shares available under the Plan by more than 40% from 2.5 million shares to 1.75 million shares. Until the conclusion of the strategic process, Bally has agreed to restrict the use of those shares to incentive and inducement awards to retain key middle and lower level employees, not senior management.

--Separation of Chairman and 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.  - Bally believes that the creation of the Lead Director position is an effective corporate governance Corporate Governance

The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law.
 tool that has been successfully used by many companies to strengthen Board oversight. Bally's Board believes that separating the positions of Chairman and CEO during this critical juncture -- while the Company is in the midst Adv. 1. in the midst - the middle or central part or point; "in the midst of the forest"; "could he walk out in the midst of his piece?"
midmost
 of evaluating strategic alternatives regarding the possible sale, recapitalization Recapitalization

Restructuring a company's debt and equity mixture often with the aim of making a company's capital structure more stable.

Notes:
Companies often want to diversify their debt-to-equity ratio to improve liquidity.
 or other potential transactions -- would damage, not create, value.

--Rights Plan -- In exercising its fiduciary responsibilities on behalf of all shareholders, the Board continues to believe that amending Bally's Shareholder Rights Plan (which will expire in July unless approved by shareholders) to enable a single investor group that already owns nearly 15% of the shares -- and whose ultimate agenda remains undisclosed -- to accumulate more stock would be unwise. Allowing Pardus and Liberation to together accumulate 35% of Bally's stock would effectively give them a blocking position A defensive position so sited as to deny the enemy access to a given area or to prevent the enemy's advance in a given direction.  in the Company's strategic process.

"Despite the many similarities in the two proposals, we continue to urge shareholders to carefully examine the facts as we approach our annual meeting, since the choice is clear. We ask shareholders to carefully consider the motives of each side, and understand that this Board has made a good faith attempt to accommodate Pardus over an extended period of discussions. We strongly encourage shareholders to support this Board and management team so that we can continue to pursue a plan that is clearly working to create long-term value for shareholders," said Rogers.

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 relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 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.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Jan 12, 2006
Words:740
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