Exhibit 99.5
ANNEX C
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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 WILL 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. )
)
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MASTER BALLOT FOR BROKERS, PROXY INTERMEDIARIES OR OTHER
NOMINEES 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
THE MASTER BALLOT IS TO BE USED BY BROKERS, PROXY INTERMEDIARIES OR
OTHER NOMINEES FOR VOTING ON BEHALF OF 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
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<PAGE>
CAREFULLY. PLEASE COMPLETE, SIGN AND DATE THIS MASTER BALLOT AND RETURN IT
PROMPTLY. IF BEACON HILLS PARTNERS, INC. (THE "INFORMATION AND BALLOTING AGENT")
HAS NOT RECEIVED THE MASTER BALLOT BY 5:00 P.M., NEW YORK CITY TIME, ON AUGUST
3, 2000, UNLESS THIS DATE IS EXTENDED BY GLENOIT (THE "VOTING DEADLINE"), THE
MASTER BALLOT WILL NOT BE COUNTED. YOU MAY FAX YOUR MASTER 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 MASTER 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 MASTER BALLOT IS
RECEIVED AFTER THAT DATE AND TIME, NEITHER THE FAXED MASTER 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 brokers, proxy
intermediaries or other nominees for voting on behalf of beneficial holders 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
Note holders 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.
To have your vote counted, this Ballot must be completed and returned
so that it is received by 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:
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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
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.
PLEASE READ THE ATTACHED INSTRUCTIONS FOR COMPLETING THE MASTER BALLOT BEFORE
COMPLETING THE MASTER BALLOT:
Item 1. Certification of Authority to Vote. The undersigned certifies that as of
the July 3, 2000 record date, the undersigned (please check the applicable box):
[ ] Is a broker, bank, or other nominee for the beneficial owners of
the aggregate principal amount of Notes listed in Item 2 below, and is
the holder of a security entitlement for such Notes, or
[ ] Is acting under a power of attorney and/or agency (a copy of which
will be provided upon request) granted by a broker, bank, or other
nominee that is the registered holder of the aggregate principal amount
of Notes listed in Item 2 below, or
[ ] Has been granted a proxy (an original of which is attached hereto)
from a broker, bank, or other nominee, or a beneficial owner, that is
the registered holder of the aggregate principal amount of Notes listed
in Item 2 below,
and, accordingly, has full power and authority to vote to accept or reject the
Prepackaged Plan on behalf of the beneficial owners of the Notes described in
Item 2 below.
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Item 2. Class 5 (Notes) Vote. The undersigned certifies that the following
beneficial owners of Notes, or those on the attached list, as identified by
their respective customer account numbers or the respective sequence numbers set
forth below, have delivered to the undersigned Ballots casting such votes on the
Prepackaged Plan. (Indicate in the appropriate column the aggregate principal
amount voted by each respective account. Please attach additional sheets of
paper if necessary. Please Note: each beneficial owner must vote all his, her,
or its Class 5 Claims (Notes) either to accept or reject the Prepackaged Plan,
and may not split such vote.):
Customer Account
Number for each
Beneficial Owner of
the Notes (if customer
has more than one
account, please
indicate by listing each
account a, b, c, etc.)
<TABLE>
<CAPTION>
Number and Aggregate Principal Amount of Notes
To Accept the Prepackaged Plan To Reject the Prepackaged Plan
---------------------------- ---------- ---------------------------------- ---------- -------------------------------
Number Aggregate Principal Amount Number Aggregate Principal Amount
---------------------------- ---------- ---------------------------------- ---------- -------------------------------
<S> <C> <C> <C> <C>
$ $
---------------------------- ---------- ---------------------------------- ---------- -------------------------------
$ $
---------------------------- ---------- ---------------------------------- ---------- -------------------------------
$ $
---------------------------- ---------- ---------------------------------- ---------- -------------------------------
$ $
---------------------------- ---------- ---------------------------------- ---------- -------------------------------
$ $
---------------------------- ---------- ---------------------------------- ---------- -------------------------------
$ $
---------------------------- ---------- ---------------------------------- ---------- -------------------------------
$ $
---------------------------- ---------- ---------------------------------- ---------- -------------------------------
</TABLE>
Item 3. Certification as to Notes. The undersigned certifies that the
undersigned has transcribed in the following table the information, if any, as
to Notes held in additional accounts as provided in Item 3 of each Ballot
received from a beneficial owner:
<TABLE>
<CAPTION>
------------------------------ ---------------------------- --------------------------- ----------------------------
Your customer's account Name of your customer's Account numbers at other Aggregate principal
number for each other custodian or broker custodian bank or broker amount of the Notes held
beneficial owner nominee nominee in other accounts and
voted through such other
accounts
------------------------------ ---------------------------- --------------------------- ----------------------------
<S> <C> <C> <C>
$
------------------------------ ---------------------------- --------------------------- ----------------------------
$
------------------------------ ---------------------------- --------------------------- ----------------------------
$
------------------------------ ---------------------------- --------------------------- ----------------------------
$
------------------------------ ---------------------------- --------------------------- ----------------------------
$
------------------------------ ---------------------------- --------------------------- ----------------------------
</TABLE>
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<PAGE>
Item 4. By signing and returning this Master Ballot, the undersigned certifies
that each beneficial owner of Notes listed in Item 2, above, has been provided
with a copy of the Disclosure Statement, including the Annexes thereto and
acknowledges that the solicitation of votes is subject to all terms and
conditions set forth in the Disclosure Statement.
Name of Broker, Bank or Other Nominee:________________________________
Name of Proxy Holder or Agent for Broker
Bank or Other Nominee (if applicable):__________________________________
Social Security or Federal Tax I.D. No.:__________________________________
Signature:________________________________________________________
By:_______________________________________________________________
Title:_____________________________________________________________
Address:__________________________________________________________
------------------------------------------------------------------
------------------------------------------------------------------
Telephone Number:( )_______________________________________________
Facsimile 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
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<PAGE>
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
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<PAGE>
INSTRUCTIONS TO BROKERAGE FIRMS/BANKS/NOMINEES
Glenoit is soliciting the votes of your customers who are beneficial owners of
the Notes as of the July 3, 2000 record date with respect to the Prepackaged
Plan referred to in the Disclosure Statement. By signing this Master Ballot, the
signer certifies that each beneficial owner whose votes are being transmitted by
this Master Ballot has been provided a copy of the Disclosure Statement and the
Prepackaged Plan.
To have the vote of your customers count, you must first have delivered to each
such customer a Ballot and a copy of the Prepackaged Plan and the Disclosure
Statement, then instruct your customers to complete the Ballots and return them
to you. You must (a) retain such Ballots in your files and transfer the
requested information from each such Ballot onto the attached Master Ballot, (b)
complete and execute the Master Ballot, and (c) ARRANGE FOR DELIVERY AS SET
FORTH BELOW OF THE ORIGINAL MASTER BALLOT TO BEACON HILL PARTNERS, INC., THE
INFORMATION AND BALLOTING AGENT, AT THE ADDRESSES LISTED BELOW:
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
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<PAGE>
Instructions for Completing the Master Ballot
To complete the Master Ballot, follow these instructions:
(a) Check the appropriate box in Item 1 of the Master Ballot.
(b) Indicate in Item 2 the votes to accept or reject the Prepackaged Plan. To
identify such beneficial owners without disclosing their names, please use the
customer account number assigned by you to each such beneficial owner, or if no
such customer account number exists, please assign a number to each account
(making sure to retain a separate list of each beneficial owner and the assigned
number). IMPORTANT: BENEFICIAL OWNERS MAY NOT SPLIT THEIR VOTES. EACH BENEFICIAL
OWNER MUST VOTE EITHER TO ACCEPT OR REJECT THE PREPACKAGED PLAN. IF ANY
BENEFICIAL OWNER HAS ATTEMPTED TO SPLIT SUCH VOTE, PLEASE CONTACT BEACON HILL
PARTNERS, INC., (THE "INFORMATION AND BALLOTING AGENT") AT (800) 755-5001. Any
Ballot or Master Ballot which is validly executed but which does not indicate
acceptance or rejection of the Prepackaged Plan by the indicated beneficial
owner or which impermissibly attempts to split a vote will not be counted.
(c) Transcribe in Item 3 of the Master Ballot any information provided in Item 3
of each Ballot received from a beneficial owner of Notes.
(d) SIGN and date the Master Ballot and provide the remaining information
requested. If you are signing the Master Ballot on behalf of another entity,
state your relationship or title with respect to such entity, and provide proof
of authorization to so sign. Print your name and mailing address if no
preprinted address appears on the Master Ballot, or if the preprinted address is
incorrect.
FOR YOUR CUSTOMERS' VOTES TO COUNT, YOUR MASTER BALLOT MUST BE RECEIVED
BY THE INFORMATION AND BALLOTING AGENT ON OR BEFORE THE VOTING DEADLINE (5:00
P.M., NEW YORK CITY TIME, ON AUGUST 3, 2000) UNLESS EXTENDED BY GLENOIT. PLEASE
ADVISE YOUR CUSTOMERS TO RETURN THEIR BALLOTS TO YOU IN TIME TO PREPARE THE
MASTER BALLOT AND DELIVER IT TO THE INFORMATION AND BALLOTING AGENT. YOU MUST
RETURN ALL MASTER BALLOTS TO THE INFORMATION AND BALLOTING AGENT BY MAIL, HAND
OR FACSIMILE IN SUFFICIENT TIME SO THAT THEY ARE RECEIVED PRIOR TO THE VOTING
DEADLINE. A RETURN ENVELOPE TO THE INFORMATION AND BALLOTING AGENT IS ENCLOSED.
VOTES NOT RECEIVED BY THE VOTING DEADLINE WILL NOT BE COUNTED UNLESS SUCH VOTING
DEADLINE IS 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 MAY FAX YOUR MASTER 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 MASTER
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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 MASTER
BALLOT IS RECEIVED AFTER THAT DATE AND TIME, NEITHER THE FAXED MASTER BALLOT NOR
THE ORIGINAL WILL BE COUNTED.
No Ballot or Master Ballot shall constitute or be deemed a proof of
claim or equity interest or an assertion of a claim or equity interest.
No fees or commissions or other remuneration will be payable to any
broker, dealer or other person for soliciting Ballots in accepting the
Prepackaged Plan. Glenoit will, however, upon request, reimburse you for
customary mailing and handling expenses incurred by you in forwarding the
Ballots and other enclosed materials to your clients. Glenoit will also pay all
transfer taxes, if any, applicable to the transfer and exchange of your
securities pursuant to and following confirmation of the Prepackaged Plan.
IF YOU HAVE ANY QUESTIONS REGARDING THIS MASTER 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.
(800) 755-5001
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