Exhibit 99.4
ANNEX B
-------
NO BANKRUPTCY CASE HAS BEEN FILED AS OF THE DATE THIS BALLOT IS
BEING SENT TO YOU. RATHER, AS SET FORTH IN THE ATTACHED
DISCLOSURE STATEMENT, THIS BALLOT SHALL APPLY TO A
PREPACKAGED PLAN WHICH THE COMPANIES MAY ATTEMPT TO
EFFECTUATE SHOULD A BANKRUPTCY CASE BE FILED.
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
IN RE: )
) CASE NO. ______________
GLENOIT UNIVERSAL, LTD.; GLENOIT )
CORPORATION; GLENOIT ASSETS ) CHAPTER 11
CORP.; AMERICAN PACIFIC )
ENTERPRISES, INC.; GRAND AVENUE )
CORPORATION; EX-CELL HOME )
FASHIONS, INC.; EX-CELL LINDE OF )
CAROLINA, INC.; AND EX-CELL OF ) JOINTLY ADMINISTERED
BENTONVILLE, INC. )
Debtors. )
)
------------------------------------
BALLOT FOR BENEFICIAL OWNERS OF 11% SENIOR SUBORDINATED
NOTES DUE 2007 OF GLENOIT CORPORATION, A DELAWARE
CORPORATION, ACCEPTING OR REJECTING THE PREPACKAGED PLAN
OF REORGANIZATION TO BE FILED BY GLENOIT CORPORATION AND
CERTAIN OF ITS AFFILIATES IN THE EVENT CHAPTER 11 CASES ARE
COMMENCED ON THEIR BEHALF
-------------------------
RECORD DATE: JULY 3, 2000
VOTING DEADLINE: 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 3,
2000
THIS BALLOT IS TO BE USED BY BENEFICIAL OWNERS OF THE 11% SENIOR
SUBORDINATED NOTES DUE 2007 ISSUED BY GLENOIT CORPORATION ("GLENOIT"), A
DELAWARE CORPORATION. PLEASE READ AND FOLLOW THE ATTACHED INSTRUCTIONS
CAREFULLY. PLEASE COMPLETE, SIGN AND DATE THIS BALLOT AND RETURN IT PROMPTLY. IF
BEACON HILL PARTNERS, INC. (THE "INFORMATION
1
<PAGE>
AND BALLOTING AGENT") HAS NOT RECEIVED THE BALLOT BY 5:00 P.M., NEW YORK CITY
TIME, ON AUGUST 3, 2000, UNLESS THE DATE IS EXTENDED BY GLENOIT (THE "VOTING
DEADLINE"), THE BALLOT WILL NOT BE COUNTED. IF THE ENCLOSED RETURN ENVELOPE IS
ADDRESSED TO YOUR NOMINEE OR YOUR NOMINEE'S PROXY INTERMEDIARY, PLEASE MAIL YOUR
BALLOT SUFFICIENTLY IN ADVANCE OF THE VOTING DEADLINE SO THAT IT MAY BE
PROCESSED AND FORWARDED TO THE INFORMATION AND BALLOTING AGENT BEFORE THE VOTING
DEADLINE. YOU MAY FAX YOUR BALLOT TO THE INFORMATION AND BALLOTING AGENT, FAX
NUMBER (212) 843-4384, PROVIDED (A) THAT IT IS RECEIVED BY THE VOTING DEADLINE,
AND (B) THE ORIGINAL BALLOT IS RECEIVED BY THE INFORMATION AND BALLOTING AGENT
NO LATER THAN FIVE (5) BUSINESS DAYS AFTER THE VOTING DEADLINE. IF THE ORIGINAL
OF A FAXED BALLOT IS RECEIVED AFTER THAT DATE AND TIME, NEITHER THE FAXED BALLOT
NOR THE ORIGINAL WILL BE COUNTED.
Glenoit, along with certain of its affiliates listed in the caption
above (collectively, the "Companies"), are soliciting votes with respect to the
joint prepackaged plan of reorganization (the "Prepackaged Plan") under Chapter
11 of Title 11 of the United States Code (the "Bankruptcy Code") attached as
Appendix A to the Disclosure Statement dated July 6, 2000, that may be filed on
behalf of the Companies. This ballot is to be used by a beneficial owner of the
11% Senior Subordinated Notes due 2007 (the "Notes") issued by Glenoit to cast
its vote to accept or reject the Prepackaged Plan. Pursuant to the Prepackaged
Plan, beneficial owners of Notes hold a Class 5 Claim. Capitalized terms not
otherwise defined herein shall have the meanings ascribed them in the
Prepackaged Plan.
Although the Companies are soliciting votes to accept or reject the
Prepackaged Plan, the Companies have not commenced Chapter 11 cases. As
discussed in the Disclosure Statement and the Offer to Purchase and Consent
Solicitation Statement, the Companies believe that it is necessary to reduce
their overall indebtedness and increase their equity (the "Recapitalization").
In order to effect the Recapitalization, Glenoit initiated a tender offer for
the Notes on July 6, 2000 (the "Tender Offer"). Even if all the conditions to
the Tender Offer are satisfied, however, the Companies may seek to implement the
Recapitalization pursuant to the Prepackaged Plan. Accordingly, the Companies
are seeking the votes of the beneficial owners of the Notes pursuant to which
the beneficial owners indicate their acceptance or rejection of the Prepackaged
Plan.
In the event that the Companies seek to implement the Recapitalization
through the Prepackaged Plan, the Prepackaged Plan can be confirmed (approved)
by the Bankruptcy Court and thereby made binding upon you if it is accepted by a
majority in number and at least two-thirds in amount of the allowed claims of
Noteholders that have actually voted on the Prepackaged Plan and if the
Prepackaged Plan otherwise satisfies the requirements of Section 1129(a) of the
Bankruptcy Code.
-2-
<PAGE>
To have your vote counted, this Ballot must be completed and returned
so that it is received by the Beacon Hill Partners, Inc., the Information and
Balloting Agent, telephone number (212) 843-8500, facsimile number (212)
843-4384, by 5:00 p.m., New York City time, on August 3, 2000, unless extended
(the "Voting Deadline") at the following addresses:
By Mail, by Hand and by Overnight Courier:
Beacon Hill Partners, Inc
90 Broad Street
New York, NY 10004
By Facsimile Transmission:
(212) 843-4384
[Note that the original of any facsimile vote must also be
delivered to Beacon Hill no later than five (5) business days
after the Voting Deadline, or it will not count.]
The Companies reserve the right to amend the Prepackaged Plan as it
relates to them before or after the date Chapter 11 cases are commenced on their
behalf. Amendments to the Prepackaged Plan that do not materially and adversely
affect the treatment of Holders of Claims may be approved by the Bankruptcy
Court at a hearing on confirmation without the necessity of resoliciting votes.
If resolicitation is required, the Companies will furnish new Ballots and/or
Master Ballots to be used to accept or reject the Prepackaged Plan, as amended.
-3-
<PAGE>
PLEASE READ THE ATTACHED INSTRUCTIONS FOR COMPLETING THE BALLOT BEFORE
COMPLETING THE BALLOT:
Item 1. Aggregate Principal Amount of Notes. This Ballot is cast by
or on behalf of the beneficial owner of the aggregate
principal amount of Notes indicated below as of the July 3,
2000, record date. (Note: it is important that you fill out
each column):
<TABLE>
<CAPTION>
--------------------------------- -------------------------------- ----------------------------------------
Customer Account Aggregate Principal Name of Custodian Bank or
Number(s) Amount of Notes Broker Nominee Where the
Notes Are Held
--------------------------------- -------------------------------- ----------------------------------------
<S> <C> <C>
$
--------------------------------- -------------------------------- ----------------------------------------
$
--------------------------------- -------------------------------- ----------------------------------------
$
--------------------------------- -------------------------------- ----------------------------------------
</TABLE>
If you own Notes but they are held by someone else on your
behalf and you do not know the amount, please contact that
individual or entity immediately.
Item 2. Class 5 (Notes) Vote. The beneficial owner of the aggregate
principal amount of Notes set forth in Item 1 votes with
respect to the proposed treatment of its Claim against Glenoit
as follows (check one box only):
[ ] to ACCEPT the Prepackaged Plan
[ ] to REJECT the Prepackaged Plan
Item 3. Certification as to Notes Held in Additional Accounts. By
signing and returning this Ballot, the undersigned certifies
that the beneficial owner either (a) has not submitted any
other Ballots for the Notes held in other accounts or record
names, OR (b) has provided the information specified in the
following table for all other Notes for which the beneficial
owner has submitted additional Ballots (please use additional
sheets if necessary):
-4-
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------- ------------------------------------- -------------------------------------
Other Account Number Aggregate Principal Amount Name of Custodian Bank or
of Notes Broker Nominee Where the
Notes Are Held
---------------------------------------- ------------------------------------- -------------------------------------
<S> <C> <C>
$
---------------------------------------- ------------------------------------- -------------------------------------
$
---------------------------------------- ------------------------------------- -------------------------------------
</TABLE>
Item 4. By signing and returning this Ballot, the undersigned
certifies and/or acknowledges that:
(a) the beneficial owner has been provided with a copy of the
Disclosure Statement, including the Prepackaged Plan;
(b) the beneficial owner of the aggregate principal amount of
Notes set forth in Item 1 has full power and authority to vote
to accept or reject the Prepackaged Plan;
(c) such beneficial owner has voted to accept or reject the
Prepackaged Plan as set forth in Item 2 above;
(d) this Ballot has been executed on behalf of a single
beneficial owner; and
(e) this solicitation of Prepackaged Plan acceptances is
subject to all the terms and conditions set forth in the
Disclosure Statement.
Item 5. By signing and returning this Ballot, the undersigned
certifies that (i) this Ballot has been executed on behalf of
a single entity or individual and (ii) the undersigned has
full power and authority to execute this Ballot on behalf of
such entity:
Name:______________________________________________________
(print or type)
Social Security or Federal Tax I.D. No.:____________________________
(optional)
Signature:__________________________________________________
By:_________________________________________________________
(if appropriate)
Title:_______________________________________________________
(if appropriate)
Street Address:______________________________________________
-5-
<PAGE>
City, State, Zip Code:_______________________________________
Telephone Number:__(___)_____________________________________
Date Completed:______________________________________________
THIS BALLOT (OR A MASTER BALLOT INCLUDING THE VOTES TRANSMITTED HEREBY)
MUST BE RECEIVED BY BEACON HILL PARTNERS, INC., THE INFORMATION AND BALLOTING
AGENT, AT THE ADDRESS LISTED BELOW, BY 5:00 P.M., NEW YORK CITY TIME, ON AUGUST
3, 2000, UNLESS EXTENDED BY GLENOIT, OR THE VOTES TRANSMITTED HEREBY WILL NOT BE
COUNTED. YOU MAY FAX YOUR BALLOT TO THE INFORMATION AND BALLOTING AGENT, FAX
NUMBER (212) 843-4384, PROVIDED (A) THAT IT IS RECEIVED BY THE VOTING DEADLINE,
AND (B) THE ORIGINAL BALLOT IS RECEIVED BY THE INFORMATION AND BALLOTING AGENT
NO LATER THAN FIVE (5) BUSINESS DAYS AFTER THE VOTING DEADLINE. IF THE ORIGINAL
OF A FAXED BALLOT IS RECEIVED AFTER THAT DATE AND TIME, NEITHER THE FAXED BALLOT
NOR THE ORIGINAL WILL BE COUNTED.
By Mail:
Beacon Hill Partners, Inc
90 Broad Street
New York, NY 10004
By Hand and Overnight Courier:
Beacon Hill Partners, Inc
90 Broad Street
New York, NY 10004
By Facsimile Transmission: (212) 843-4384
Confirm Facsimile by Telephone: (212) 843-8500
For Information Call: (212) 843-8500
-6-
<PAGE>
INSTRUCTIONS FOR COMPLETING THE BALLOT
The Companies are soliciting your vote pursuant to the provisions of
Chapter 11 of the Bankruptcy Code with respect to the Prepackaged Plan referred
to in the Disclosure Statement. Please review the Disclosure Statement in its
entirety, including the appendices thereto, before you vote.
Instructions: Please complete this Ballot as follows:
------------- ---------------------------------------
(a) complete Item 1 (if not already filled out by your nominee) with
the understanding that the information provided by you will be used for the
tabulation of votes on the Prepackaged Plan. Please contact your nominee if you
are unsure of the principal amount of the Notes you own;
(b) vote to accept or reject the Prepackaged Plan by checking the
appropriate box in Item 2;
(c) provide the information required in Item 3 if you have submitted
any other Ballots for Notes held in other accounts or record names;
(e) review the acknowledgment set forth in Item 4;
(f) SIGN and date this Ballot, and provide your address if it does not
appear on the Ballot (unless your Ballot has already been signed or
"prevalidated" by your nominee). By signing and returning this Ballot you are
voting all of your Notes with respect to the Prepackaged Plan;
(g) please use additional sheets of paper if additional space is
required to respond to any item on the Ballot (clearly marked to indicate the
applicable item on the Ballot);
(h) if you are completing this Ballot on behalf of another entity,
indicate your relationship with such entity and the capacity in which you are
signing, and provide proof of your authorization to so sign; and
(i) return this Ballot in the enclosed return envelope EARLY ENOUGH FOR
YOUR VOTE TO BE PROCESSED BY YOUR NOMINEE AND THEN FORWARDED TO THE INFORMATION
AND BALLOTING AGENT SO THAT IT IS RECEIVED BY 5:00 P.M., NEW YORK CITY TIME, ON
AUGUST 3, 2000, UNLESS EXTENDED BY GLENOIT. ANY BALLOT WHICH IS EXECUTED BUT
WHICH DOES NOT INDICATE AN ACCEPTANCE OR REJECTION OF THE PREPACKAGED PLAN WILL
NOT BE COUNTED.
* YOU MUST VOTE EITHER TO ACCEPT OR REJECT THE PREPACKAGED PLAN, AND
YOU MAY NOT SPLIT YOUR VOTE.
-7-
<PAGE>
* IF YOU RECEIVED A RETURN ENVELOPE ADDRESSED DIRECTLY TO THE
INFORMATION AND BALLOTING AGENT, PLEASE MAIL YOUR BALLOT SO THAT IT WILL BE
RECEIVED BY THE VOTING DEADLINE.
* IF YOU RECEIVED A RETURN ENVELOPE ADDRESSED TO A BROKER, BANK,
NOMINEE OR PROXY INTERMEDIARY, YOU MUST RETURN YOUR BALLOT EARLY ENOUGH FOR YOUR
VOTE TO BE PROCESSED AND THEN FORWARDED TO THE INFORMATION AND BALLOTING AGENT
BY THE VOTING DEADLINE. PLEASE ALLOW ADDITIONAL TIME.
* IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE VOTING
PROCEDURES, OR IF YOU NEED A BALLOT OR ADDITIONAL COPIES OF THE OFFERING
MEMORANDUM AND SOLICITATION DOCUMENT OR OTHER ENCLOSED MATERIAL, INCLUDING THE
PREPACKAGED PLAN, PLEASE CALL:
Beacon Hill Partners, Inc
(212) 843-8500
Please Note:
-----------
This Ballot shall not constitute or be deemed a proof of claim, equity
interest or an assertion of a claim or equity interest.
No fees, commissions, or other remuneration will be payable to any
broker, dealer, or other person for soliciting votes on the Prepackaged Plan.
-8-
