Bally, shareholders agree to dismiss lawsuits

Saturday, February 11, 2006

CHICAGO -- Health-club operator Bally Total Fitness Holding Corp. said Friday that it has agreed with two of its largest shareholders to dismiss all pending lawsuits against each other, ending a battle in which the shareholders sought to overhaul the company's management.

Bally also said it named three new directors to its board, after an independent firm, IVS Associates Inc., certified the results of its annual shareholders meeting on Jan. 26.

The new board members -- Charles Burdick, Barry Elson and Don Kornstein -- were proposed by hedge funds Liberation Investment Group LLC and Pardus Capital Management, which are Bally's biggest owners.

Kornstein and Elson also will join the board's strategic-alternatives committee, which was set up in January to review strategic options.

, including a possible sale of the company. All three directors will join the compensation, audit, and nominating and corporate governance committees.

Based on the certified results, proposals submitted by Liberation failed to receive enough votes for passage at the annual meeting on Jan. 26, Bally said.

Liberation had sought to remove company officers, including Chief Executive Paul Toback, and amend corporate bylaws to give shareholders more authority over director tenure.

Bally has more than 400 facilities in 29 states, Mexico, Canada, Korea, China and the Caribbean under the Bally Total Fitness, Pinnacle Fitness, Bally Sports Clubs and Sports Clubs of Canada brands.

Bally shares fell 16 cents to close at $8.80 on the New York Stock Exchange after reaching a 52-week high of $9.25 a day earlier.

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