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Leading Proxy Advisor Recommends Shareholders Reject Liberation's Stockholder Proposals in Bally Proxy Contest; Rebuff's Pardus' Attempt to Get Blanket Discretion on Liberation Proposals.


CHICAGO -- Bally Board Reiterates Support for Nomination of Eric Langshur

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, announced today that Institutional Shareholder Services (ISS ISS

See Institutional Shareholder Services (ISS).
) has recommended that Bally shareholders reject all the stockholder proposals put forth by Liberation Investment Group. ISS also rejected Pardus' request for discretionary authority to vote on the Liberation proposals.

ISS noted in its report, "While we support the context of providing shareholders with rights to affect change, it is important to balance this with the need for companies to operate without constantly 'looking over their shoulder' for daily approval from shareholders. A well-structured and functioning board should be able to provide this necessary balance -- keeping management focused on shareholder value, while providing a buffer against freewheeling free·wheel·ing  
adj.
1.
a. Free of restraints or rules in organization, methods, or procedure.

b. Heedless of consequences; carefree.

2. Relating to or equipped with a free wheel.
 attacks that may be made against management...Therefore, we recommend that shareholders do not vote on the proposals presented by Liberation."

Commenting on the ISS recommendations, John W. Rogers, Jr., Lead Director of Bally's Board, said, "We are very pleased that ISS has asked shareholders not to vote for Liberation's proposals and rejected Pardus' attempt to gain blanket discretion to vote on these proposals. Our Board remains confident that Bally's turnaround is working and that the current management team led by Paul Toback is responsible for returning the Company to profitability and setting it on the right path."

ISS also urged shareholders to vote in favor of the Company's proposed new Omnibus Stock plan, noting that based on ISS analysis, the total cost of the company's plan is less than half the allowable cap for the company. The Company was pleased that ISS rejected Pardus and Liberation's contrary recommendations on this proposal.

Bally also responded to ISS's recommendation regarding the election of directors to be voted on at Bally's annual meeting of shareholders on January 26, 2006. Rogers noted, "Regarding the election of directors, we urge that shareholders support the Board's proposal which includes two candidates nominated by Pardus, along with Eric Langshur, Bally's Head of the Audit Committee. Eric is the individual who successfully led our finance team through the arduous financial restatement process and helped restore integrity to the financial reporting process at Bally. Mr. Kornstein, Pardus' remaining candidate, in our view, is too closely aligned with Mr. Pearlman and Liberation."

Bally urges shareholders to vote for the Bally nominees by signing, dating and returning the WHITE proxy card A proxy card is an easily-acquired or home-made substitute for a collectible card. A proxy is used when a collectible card game player does not own a card, and it would be impractical for such purposes to acquire the card. . Shareholders with questions or in need of assistance in voting their shares should contact Bally's proxy solicitor Proxy Solicitor

A specialist (firm) hired to gather proxy votes.
, MacKenzie Partners, toll-free at 800-322-2885 or collect at 212-929-5500.

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.

About Institutional Shareholder Services

(ISS) is the world's leading provider of proxy voting Proxy voting is the delegation to another member of a voting body of that member's power to vote in his absence. It is essentially synonymous to delegated voting.

Proxy voting is commonly used in corporations for voting by members or shareholders, because it allows members
 and 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.
 services with over 20 years of experience. ISS serves more than 1,600 institutional and corporate clients worldwide with its core business -- analyzing proxies and issuing informed research and objective vote recommendations for more than 33,000 companies across 115 markets worldwide.

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
Geographic Code:1USA
Date:Jan 14, 2006
Words:646
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