<PAGE> 1
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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
BALLY TOTAL FITNESS HOLDING CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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<PAGE> 2
LOGO
BALLY TOTAL FITNESS HOLDING CORPORATION
8700 WEST BRYN MAWR AVENUE
CHICAGO, ILLINOIS 60631
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 8, 2000
To our stockholders:
The annual meeting of stockholders of Bally Total Fitness Holding
Corporation will be held at 9:00 a.m. (local time) on June 8, 2000 at Bally's
fitness center located at 142 Central Avenue, Clark, NJ 07066 for the following
purposes:
1. The election of two Class I directors for three-year terms expiring
in 2003; and
2. Such other business as may properly come before the annual meeting or
any adjournment thereof.
Stockholders of record as of the close of business on April 12, 2000 will
be entitled to notice of and to vote at the annual meeting and any adjournment
thereof. The transfer books will not be closed.
The board of directors of Bally desires to have the maximum stockholder
representation at the annual meeting and respectfully requests that you execute,
date and return promptly the enclosed proxy card in the postage-paid envelope
provided. In order to attend the annual meeting, you must bring the enclosed
entrance pass with you. No one will be admitted without the entrance pass.
By order of the board of directors,
Cary A. Gaan, Secretary
Chicago, Illinois
April 14, 2000
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT!
PLEASE EXECUTE, DATE AND RETURN PROMPTLY THE ENCLOSED
PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.
<PAGE> 3
LOGO
BALLY TOTAL FITNESS HOLDING CORPORATION
8700 WEST BRYN MAWR AVENUE
CHICAGO, ILLINOIS 60631
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 8, 2000
This proxy statement is furnished in connection with the solicitation of
proxies on behalf of the board of directors of Bally for use at the annual
meeting of stockholders to be held on June 8, 2000, at Bally's fitness center
located at 142 Central Avenue, Clark, NJ 07066, at 9:00 a.m. (local time) and at
any adjournment or postponement of the meeting. This statement and the
accompanying proxy, together with our annual report to stockholders for the
fiscal year ended December 31, 1999, are being mailed to stockholders on or
about April 14, 2000.
ABOUT THE MEETING
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
At the annual meeting, stockholders will elect one class of directors and
act upon anything else that properly comes before the meeting. In addition,
after the meeting, management will report on our performance during fiscal 1999
and respond to questions from stockholders.
WHO IS ENTITLED TO VOTE?
Only stockholders of record at the close of business on the record date,
April 12, 2000, are entitled to receive notice of the annual meeting and to vote
the shares of common stock that they held on that date at the meeting or any
postponement or adjournment of the meeting. Each outstanding share entitles its
holder to cast one vote on each matter to be voted upon.
WHO CAN ATTEND THE MEETING?
All stockholders as of the record date, or their duly appointed proxies,
may attend the meeting. Registration will begin at 8:00 a.m. In order to attend
the annual meeting, you must bring your entrance pass.
WHAT CONSTITUTES A QUORUM?
The presence at the meeting, in person or by proxy, of the holders of a
majority of the common stock outstanding on April 12, 2000 will constitute a
quorum, permitting the meeting to conduct its business. As of the record date,
23,633,536 shares of common stock were outstanding. Proxies received but marked
as abstentions and broker non-votes will be included in the calculation of the
number of shares considered to be present at the meeting.
<PAGE> 4
HOW DO I VOTE?
If you complete and properly sign the accompanying proxy card and return it
to LaSalle Bank N.A., our transfer agent and registrar, it will be voted as you
instruct on the proxy card. If you attend the meeting, you may deliver your
completed proxy card in person, or you may vote in person. At the meeting, the
results of stockholder voting will be tabulated by LaSalle Bank N.A., the
independent inspector of elections appointed by Bally for the meeting.
CAN I CHANGE MY VOTE OR REVOKE MY PROXY AFTER I RETURN MY PROXY CARD?
Yes. Even after you have submitted your proxy, you may change your vote at
any time before the proxy is exercised by filing with the Secretary of Bally
either a notice of revocation or a duly executed proxy bearing a later date. If
you vote in person at the meeting, your proxy will be revoked. However,
attendance at the meeting will not by itself revoke a previously granted proxy.
WHAT ARE THE BOARD'S RECOMMENDATIONS?
Unless you give other instructions on your proxy card, the persons named as
proxy holders on the proxy card will vote:
- FOR election of the nominees for Class I Directors (see page 3).
With respect to any other matters that properly come before the meeting,
the proxy holders will vote using their own discretion.
WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?
- Election of Directors. The affirmative vote of the holders of a
majority of the shares represented in person or by proxy at the
meeting and entitled to vote on the election of directors is required
for the election of directors. A properly executed proxy marked
"WITHHOLD ALL" with respect to the election of one or more directors
will not be noted with respect to the director or directors indicated,
although it will be counted for purposes of determining whether there
is a quorum.
- Other Items. For each other item, the affirmative vote of the holders
of a majority of the shares represented in person or by proxy and
entitled to vote on the item will be required for approval.
2
<PAGE> 5
ELECTION OF DIRECTORS AND SECURITY OWNERSHIP
At the annual meeting, two Class I directors are to be elected to serve for
three-year terms expiring in 2003 or until their successors have been duly
elected and qualified. Set forth below are the names of, and certain information
with respect to, the persons nominated by the board of directors for election as
Class I directors. It is intended that all duly executed proxies in the
accompanying form will be voted for the election of such nominees (or such
substitute nominees as provided below), unless such authorization has been
withheld.
Authority granted to the persons named in the proxy to vote for nominees is
limited to the two nominees proposed by the board of directors and named below,
and proxies cannot be voted for a greater number of persons than the number of
nominees named. The board of directors is not aware that either of the nominees
will be unavailable for service at the date of the annual meeting. If, for any
reason, either of the nominees becomes unavailable for election, an event which
is not presently anticipated, discretionary authority may be exercised by the
persons named in the proxy to vote for substitute nominees proposed by the board
of directors.
In general, "beneficial ownership" includes those shares a stockholder has
the power to vote or transfer and stock options or warrants that are exercisable
currently or within 60 days. Unless otherwise indicated, all information with
respect to ownership of common stock is as of March 31, 2000. On March 31, 2000,
Bally had outstanding 23,613,369 shares of common stock. The Common Shares Owned
column includes, in certain circumstances, shares of common stock held in the
name of the director's or executive officer's spouse, minor children, or
relatives sharing the director's or executive officer's home and, in the case of
Mr. Goldberg, shares held by Nugget Partners, L.P., a New Jersey limited
partnership, whose sole general partner is Mr. Goldberg, the reporting of which
is required by applicable rules of the Securities and Exchange Commission, but
as to which shares of common stock the director or executive officer may have
disclaimed beneficial ownership. As used in the following tables, an asterisk in
the Percentage of Outstanding Stock column means less than 1%.
NOMINEES
CLASS I
TERM EXPIRING IN 2003
<TABLE>
<CAPTION>
HAS SERVED COMMON OPTIONS/WARRANTS TOTAL PERCENTAGE OF
NAME, AGE, PRINCIPAL OCCUPATION AS DIRECTOR SHARES EXERCISABLE BENEFICIAL OUTSTANDING
AND ADDITIONAL INFORMATION SINCE OWNED WITHIN 60 DAYS OWNERSHIP STOCK
- ---------------------------------------- ----------- ------ ---------------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Aubrey C. Lewis, 65 1995 795 8,333 9,128 *
Mr. Lewis is a director of the United
States Naval Academy Foundation, the
University of Notre Dame and the New
Jersey Sports and Exposition Authority
(Board of Commissioners) Retired Vice
President of Woolworth Corporation.
Liza M. Walsh, 41 1995 1,000 8,333 9,333 *
Partner at the law firm of Connell
Foley LLP, concentrating in commercial
litigation, since 1992. Ms. Walsh is
also an Arbitrator for the United
States District Court for the District
of New Jersey.
</TABLE>
3
<PAGE> 6
DIRECTORS CONTINUING IN OFFICE
CLASS II
TERM EXPIRING IN 2001
<TABLE>
<CAPTION>
HAS SERVED COMMON OPTIONS/WARRANTS TOTAL PERCENTAGE OF
NAME, AGE, PRINCIPAL OCCUPATION AS DIRECTOR SHARES EXERCISABLE BENEFICIAL OUTSTANDING
AND ADDITIONAL INFORMATION SINCE OWNED WITHIN 60 DAYS OWNERSHIP STOCK
- ---------------------------------------- ----------- ------ ---------------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Lee S. Hillman, 44 1992 202,500 969,034 1,171,534 4.8%
President and Chief Executive Officer
of Bally. Mr. Hillman is also a
director of Holmes Place, Plc. (an
operator of fitness centers in the
United Kingdom.)
James F. Mc Anally, M.D., 50 1995 2,000 8,333 10,333 *
Private practitioner who specializes
in hypertension and kidney disease.
Dr. Mc Anally is also the Medical
Director of Nephrology Services at
Elizabeth General Medical Center in
Elizabeth, New Jersey and the Chief of
Nephrology at St. Elizabeth's Hospital
in Elizabeth, New Jersey.
</TABLE>
CLASS III
TERM EXPIRING IN 2002
<TABLE>
<CAPTION>
HAS SERVED COMMON OPTIONS/WARRANTS TOTAL PERCENTAGE OF
NAME, AGE, PRINCIPAL OCCUPATION AS DIRECTOR SHARES EXERCISABLE BENEFICIAL OUTSTANDING
AND ADDITIONAL INFORMATION SINCE OWNED WITHIN 60 DAYS OWNERSHIP STOCK
- ---------------------------------------- ----------- ------ ---------------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Arthur M. Goldberg, 58 1990 384,075 2,207,104 2,591,179 10.0%
Chairman of the board of directors of
Bally. Mr. Goldberg is President and
Chief Executive Officer and a director
of Park Place Entertainment
Corporation (an operator of
hotel-casinos) since January 1999.
Prior to that he was a Director and
Executive Vice President -- Gaming
Operations, Hilton Hotels Corporation,
from December 1996 to December 1998.
He was Chairman and Chief Executive
Officer of Bally Entertainment
Corporation from October 1990 to
December 1996 and President from
January 1993 to December 1996. Mr.
Goldberg also serves as Chairman of
the board of directors, President and
Chief Executive Officer of Di Giorgio
Corporation (a food distributor). Mr.
Goldberg is also a director of Hilton
Hotels Corporation and Managing
Partner of Arveron Investments L.P.
(an investment partnership).
J. Kenneth Looloian, 77 1995 2,500 8,333 10,833 *
Consultant to Di Giorgio Corporation
since 1990. Mr. Looloian is also a
director of Park Place Entertainment
Corporation.
</TABLE>
4
<PAGE> 7
NAMED EXECUTIVE OFFICERS AND CERTAIN OTHER BENEFICIAL OWNERS
<TABLE>
<CAPTION>
PERCENTAGE
COMMON OPTIONS/WARRANTS TOTAL OF
SHARES EXERCISABLE BENEFICIAL OUTSTANDING
BENEFICIAL OWNER OWNED WITHIN 60 DAYS OWNERSHIP STOCK
- ------------------------------------------------ --------- ---------------- ---------- -----------
<S> <C> <C> <C> <C>
John W. Dwyer 69,920 76,667 146,587 *
Executive Vice President,
Chief Financial Officer and Treasurer
William G. Fanelli 6,000 41,667 47,667 *
Senior Vice President, Operations
Cary A. Gaan 35,270 15,000 50,270 *
Senior Vice President,
Secretary and General Counsel
John H. Wildman 77,500 50,000 127,500 *
Senior Vice President,
Sales and Marketing
All directors and executive officers
as a group (12 persons) 850,481 3,469,471 4,319,952 16.0%
Brookside Capital Partners Fund, L.P.(1)(2) 1,182,900 1,182,900 5.0%
Brookside Capital Investors, L.P.(1)(2)
Brookside Capital Investors, Inc.(1)(2)
W. Mitt Romney(1)(2)
Two Copley Place
Boston, Massachusetts 02116
Capital Research and Management Company(1)(3) 1,360,500 1,360,500 5.8%
SMALLCAP World Fund, Inc.(1)(3)
333 South Hope Street
Los Angeles, California 90071
Janus Capital Corporation(1)(4) 2,039,750 2,039,750 8.6%
Thomas H. Bailey(1)(4)
Janus Special Situations Fund(1)(4)
100 Fillmore Street
Denver, Colorado 80206
Morgan Stanley Dean Witter & Co.(1)(5) 3,153,897 3,153,897 13.4%
1585 Broadway
New York, New York 10036
Miller Anderson & Sherrerd, LLP(1)(5)
1 Tower Bridge, Suite 1100
West Conshohochen, Pennsylvania 19428
Wanger Asset Management, L.P. ("WAM")(1)(6) 1,605,000 1,605,000 6.8%
Wanger Asset Management, Ltd., the general
partner of WAM ("WAM LTD.")(1)(6)
Acorn Investment Trust (1)(6)
227 West Monroe Street, Suite 3000
Chicago, Illinois 60606
</TABLE>
- ---------------
(1) Represents a beneficial owner of more than 5% of the common stock based on
the owner's reported ownership of shares of common stock in filings made
with the Securities and Exchange Commission pursuant to Section 13(d) and
13(g) of the Securities Exchange Act of 1934, as amended. Information with
respect to each beneficial owner is generally as of the date of the most
recent filing by the beneficial owner with the Commission and is based
solely on information contained in such filings.
(2) Brookside Capital Partners Fund, L.P. owns 1,182,900 shares and has the sole
power to vote and dispose of the shares. The Brookside Fund acts by and
through its general partner, Brookside Capital Investors, L.P. Brookside
Capital Investors, L.P. acts by and through its general partner, Brookside
Capital
5
<PAGE> 8
Investors, Inc. Mr. W. Mitt Romney is the sole shareholder, sole director,
President and Chief Executive Officer of Brookside Capital Investors, Inc.
and thus is the controlling person of Brookside Capital Investors, Inc.
(3) Capital Research and Management Company, an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940, is deemed to be
the beneficial owner of 1,360,500 shares as a result of acting as investment
adviser to various investment companies registered under Section 8 of the
Investment Company Act of 1940. SMALLCAP World Fund, Inc. an investment
company registered under the Investment Company Act of 1940, which is
advised by Capital Research and Management Company, is the beneficial owner
of 1,360,500 shares.
(4) Janus Capital Corporation is a registered investment adviser which furnishes
investment advice to several investment companies registered under Section 8
of the Investment Company Act of 1940 and individual and institutional
clients. These investment companies and other clients hold the shares of
common stock that are reported in this chart. Janus Capital may be deemed to
be the beneficial owner of common stock held by these investment companies
and clients, but disclaims any ownership of the common stock. Mr. Bailey
owns approximately 12.2% of Janus Capital and serves as its President and
Chairman of the Board. Mr. Bailey may be deemed to be the beneficial owner
of common stock held by the investment companies and other clients of Janus
Capital, but disclaims any ownership of the common stock. Janus Special
Situations Fund is an investment company registered under the Investment
Company Act and is one of the investment companies to which Janus Capital
renders advice. Janus Special Situations Fund beneficially owns 2,022,600
shares.
(5) Morgan Stanley Dean Witter & Co. is an Investment Adviser registered under
Section 203 of the Investment Advisers Act of 1940. Miller Anderson &
Sherrerd LLP is an Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940. Accounts managed on a discretionary basis
by Miller Anderson & Sherrerd LLP, a wholly owned subsidiary of Morgan
Stanley Dean Witter & Co., are known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from, the
sale of such securities. No account holds more than 5 percent of the class.
(6) Acorn Investment Trust is an Investment Company under section 8 of the
Investment Company Act. WAM is an Investment Adviser registered under
section 203 of the Investment Advisers Act of 1940; WAM LTD. is the General
Partner of the Investment Adviser. The shares reported have been acquired on
behalf of discretionary clients of WAM, including Acorn Investment Trust.
6
<PAGE> 9
INFORMATION RELATING TO THE BOARD OF DIRECTORS
AND CERTAIN COMMITTEES OF THE BOARD
The board of directors held five meetings during 1999. Each director
attended at least 75% of the aggregate number of meetings of the board of
directors and all committees on which the director served during 1999, except
Arthur Goldberg.
The board of directors has established an executive committee, an audit
committee, a compensation committee and a nominating committee. The general
functions of such committees, the identity of each committee member and the
number of committee meetings held by each committee during 1999 are set forth
below.
EXECUTIVE COMMITTEE
The current members of the executive committee are Mr. Goldberg (Chairman),
Mr. Hillman and Mr. Looloian. The executive committee is granted all the powers
and rights necessary to exercise the full authority of the board of directors in
the management of the business and affairs of Bally when necessary between
meetings of the board of directors. The executive committee did not hold any
meetings during 1999.
AUDIT COMMITTEE
The current members of the audit committee are Mr. Looloian (Chairman), Mr.
Lewis and Dr. Mc Anally. The general functions of the audit committee include
(i) selecting the independent auditors (or recommending such action to the board
of directors), (ii) evaluating the performance of the independent auditors and
their fees for services, (iii) reviewing the scope of the annual audit with the
independent auditors and the results of the audit with management and the
independent auditors, (iv) consulting with management, the internal auditors and
the independent auditors as to the systems of internal accounting controls, and
(v) reviewing the nonaudit services performed by the independent auditors and
considering the effect, if any, on their independence. The audit committee held
four meetings during 1999.
COMPENSATION COMMITTEE
The current members of the compensation committee are Ms. Walsh (Chairman),
Mr. Lewis and Dr. Mc Anally. The compensation committee is authorized and
directed to (i) review and approve the compensation and benefits of Bally's
executive officers, (ii) review and approve the annual salary plans, (iii)
review management organization and development, (iv) review and advise
management regarding the benefits, including bonuses, and other terms and
conditions of employment of other employees, (v) administer Bally's 1997 Bonus
Plan, Bally's 1996 Long-Term Incentive Plan, Bally's 1996 Non-Employee
Directors' Stock Option Plan and any other plans that may be established, and
(vi) review and recommend for the approval of the board of directors the
compensation of directors. The compensation committee held four meetings during
1999.
NOMINATING COMMITTEE
The current members of the nominating committee are Mr. Goldberg
(Chairman), Mr. Hillman and Mr. Lewis. The general functions of the nominating
committee include recommending to the board of directors nominees for election
as directors, consideration of the performance of incumbent directors in
determining whether to nominate them for reelection and making recommendations
with respect to the organization and size of the board of directors and its
committees. The nominating committee did not hold any meetings during 1999.
The nominating committee will consider nominees recommended by
stockholders. A recommendation will be considered if submitted in writing
addressed to Bally in care of "Chairman, Nominating Committee," accompanied by a
description of the proposed nominee's qualifications and other relevant
biographical information, and a written indication of the consent of the
proposed nominee. Candidates for nomination as director are considered on the
basis of their broad business, financial and public service experience, and
should
7
<PAGE> 10
not represent any particular constituency, but rather the stockholders
generally. The nominees should be highly regarded for capability and integrity
within their fields or professions. In addition, the activities or associations
of the nominees should not constitute conflicts of interest or legal impediments
that might preclude service as a director. Moreover, nominees must be able, and
must have expressed a willingness, to devote the time required to serve
effectively as a director and as a member of one or more committees of the board
of directors.
COMPENSATION OF DIRECTORS
Members of the board of directors who are also employees of Bally do not
receive any additional compensation for service on the board of directors or any
committees of the board of directors. Members of the board of directors who are
not employees of Bally presently receive an annual retainer of $27,500 plus a
$1,000 stipend for each board of directors meeting attended. Non-employee
directors presently receive additional stipends for service on committees of the
board of directors of $500 per year for committee members and $1,000 per year
for committee chairmen. Also, pursuant to Bally's 1996 Non-Employee Directors'
Stock Option Plan (the "Directors' Plan"), each non-employee director of Bally
is granted an option to purchase 5,000 shares of common stock upon the
commencement of service on the board of directors, with another option to
purchase 5,000 shares of common stock granted on the second anniversary thereof.
Options under the Directors' Plan are generally granted with an exercise price
equal to the fair market value of the common stock at the date of grant. Option
grants under the Directors' Plan become exercisable in three equal annual
installments commencing one year from the date of grant and have a 10-year term.
Under the Directors' Plan, each of the non-employee directors of Bally was
granted options to purchase 5,000 shares of common stock in January 1996 and
January 1998.
8
<PAGE> 11
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth, for each of the years indicated, the
compensation paid by Bally to its Chief Executive Officer during 1999, and the
four other most highly compensated executive officers of Bally as of December
31, 1999 (collectively, the "Named Executive Officers"). During these years, the
Named Executive Officers were compensated in accordance with the plans and
policies of Bally. All references to securities in the following table relate to
awards of options to purchase common stock.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION -----------------------
----------------------------------- RESTRICTED
OTHER ANNUAL STOCK SECURITIES ALL OTHER
SALARY BONUS COMPENSATION AWARDS UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)(1) ($)(2) ($)(3) OPTIONS(#) ($)(4)
- ---------------------------------------- ---- --------- ------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Lee S. Hillman 1999 550,000 650,000 50,000 19,039
President and Chief 1998 450,000 325,000 28,635
Executive Officer 1997 375,000 125,000 3,499,700(5) 125,000 19,704
John W. Dwyer 1999 300,000 400,000 30,000 26,000
Executive Vice President, 1998 300,000 200,000 655,900 35,000 19,635
Chief Financial Officer 1997 225,000 75,000 1,407,381(5) 45,000 12,204
and Treasurer
William G. Fanelli 1999 225,000 162,500 30,000 16,457
Senior Vice President, 1998 183,200 85,000 468,500 20,000 11,813
Operations 1997 134,000 35,000 30,000 10,056
Cary A. Gaan 1999 225,000 162,500 1,000
Senior Vice President, 1998 225,000 95,000 140,550 15,000 1,000
Secretary and General 1997 225,000 45,000 1,407,381(5) 15,000 954
Counsel
John H. Wildman 1999 240,000 162,500 20,000
Senior Vice President, 1998 240,000 80,000 140,550 15,000
Sales and Marketing 1997 200,000 70,000(6) 1,407,381(5) 15,000
</TABLE>
- ---------------
(1) The 1999 bonus represents the bonus earned in 1999 and 50% of bonus earned
in 1998; both paid in the first two months of 2000. The 1998 bonus
represents 50% of bonus earned in 1998 and 50% of bonus earned in 1997; both
paid in March 1999. The 1997 bonus represents 50% of bonus earned in 1997
and paid in March 1998. See "1997 Bonus Plan."
(2) Certain incidental personal benefits to executive officers of Bally may
result from expenses incurred by Bally in the interest of attracting and
retaining qualified personnel. These incidental personal benefits made
available to the Named Executive Officers during 1999 are not described
herein because the incremental cost to Bally of such benefits is below the
required disclosure threshold.
(3) In 1998, the number of shares of restricted stock awarded to Messrs. Dwyer,
Fanelli, Gaan and Wildman was 35,000, 25,000, 7,500 and 7,500, respectively.
The value of such shares was determined by the closing price of the common
stock at the date of grant, net of consideration paid by each recipient.
These shares were issued in the recipient's name and are held by Bally until
the restrictions lapse. The restrictions on these shares lapse upon a change
in control of Bally, the recipient's death, termination of employment due to
disability or the first date prior to December 31, 2002 which follows seven
consecutive trading days on which the trading price equals or exceeds the
targeted stock price of $42 per share. If the restrictions do not lapse
prior to December 31, 2002, the shares will be forfeited to Bally.
(4) Represents amounts matched by Bally in connection with participation in
Bally's savings plans.
(5) Represents amounts paid by Bally for the tax gross-up upon the final vesting
in August 1997 of the restricted stock awards in 1996 to Messrs. Hillman,
Dwyer, Gaan and Wildman of 150,000, 60,000, 60,000 and 60,000 shares of
restricted stock, respectively. Restrictions on these shares generally
lapsed
9
<PAGE> 12
based upon the market price of the common stock reaching certain targeted
stock prices. In addition, a recipient of these restricted stock awards
receives a cash payment from Bally upon the lapse of restrictions in an
amount sufficient to insure that the recipient receives the common stock net
of all taxes imposed upon the recipient because of the receipt of such
common stock and cash payment.
(6) Represents a $40,000 bonus earned in and paid to Mr. Wildman in 1997 and 50%
($30,000) of the bonus for 1997 for Mr. Wildman under Bally's 1997 Bonus
Plan, which was paid in March 1998. The remaining 50% was paid in March
1999.
EMPLOYMENT AGREEMENTS
Mr. Hillman and Bally entered into an employment agreement effective as of
January 1, 1998. The agreement was for a three-year term through December 31,
2000 and provided for a base salary of $450,000, participation in Bally bonus
plans and a bonus payable at the discretion of Bally. Bally and Mr. Hillman
reached an agreement June 10, 1999 to extend the term through December 31, 2001
and increase his base salary to $550,000 effective January 1, 1999. In the event
a change in control of Bally occurs and Mr. Hillman is asked to leave the employ
of Bally or, absent cause, Mr. Hillman elects to terminate his employment
because he has been constructively terminated, Mr. Hillman will be entitled to
receive a lump sum payment equal to 36 months base salary and two times the
average of bonuses, if any, paid to Mr. Hillman by Bally for the three prior
years, and assignment of insurance policies and health protection plans provided
by Bally. In addition, if any of these payments or any other payments by Bally
as a result of a change in control precipitate an excise tax, Mr. Hillman is
entitled to be paid the amount of those excise taxes plus a tax gross-up payment
with respect to the excise tax payment. If a change in control of Bally had
occurred on March 31, 2000 and Mr. Hillman was subsequently asked to leave the
employ of Bally or, absent cause, constructively terminated, Mr. Hillman would
be entitled to a payment of $2,383,333 under his employment agreement, excluding
excise tax related payments, if any, referred to above. Additionally, if a
change in control of Bally had occurred on March 31, 2000, Mr. Hillman could
elect, at his option, to terminate his employment agreement and receive a lump
sum of six months' salary ($275,000). The employment agreement also provides
that Mr. Hillman receive a demand registration right requiring Bally to file a
shelf registration statement under the Securities Act of 1933, as amended,
registering the 735,701 shares of common stock underlying the warrant held by
Mr. Hillman.
Mr. Dwyer and Bally entered into an employment agreement effective as of
January 1, 2000, for a three-year term through December 31, 2002. The agreement
provides for a base salary of $325,000 and a bonus payable at the discretion of
Bally. In the event there is a change in control of Bally and the successor in
control, without cause, terminates the agreement, Mr. Dwyer will be paid a lump
sum equal to 24 months base salary or an amount equal to his base salary for the
balance of the three-year term, whichever is greater, and twice the greatest
bonus awarded by Bally to Mr. Dwyer for any year after 1997, but prior to the
change in control. In addition, if any of these payments, any payments under any
stock award or option plan or any other payments by Bally precipitate an excise
tax, Mr. Dwyer is entitled to be paid the amount of those excise taxes plus a
tax gross-up payment with respect to the excise tax payment. If a change in
control of Bally had occurred on March 31, 2000 and Mr. Dwyer was subsequently
asked to leave the employ of Bally or, absent cause, constructively terminated,
Mr. Dwyer would be entitled to a payment of $1,443,750 under his employment
agreement, excluding excise tax related payments, if any, referred to above.
Additionally, if a change in control of Bally had occurred on March 31, 2000,
Mr. Dwyer could elect, at his option, to terminate his employment and receive a
lump sum payment equal to six months' salary ($162,500).
Mr. Fanelli and Bally entered into an employment agreement effective as of
January 1, 2000 for a term of three years through December 31, 2002. The
agreement provides for a base salary of $250,000 per year, subject to increases
at the discretion of Bally, and a bonus payable at the discretion of Bally. In
the event of a change in control of Bally and the successor in control, without
cause, terminates the agreement, Mr. Fanelli will be paid a lump sum equal to 24
months' base salary or an amount equal to his base salary for the balance of the
three-year term, whichever is greater, and the greatest bonus awarded by Bally
to Mr. Fanelli for any year after 1997 but prior to the change in control. If
the vesting of restricted stock due to a change in control results in the
imposition of excise tax, Bally will pay Mr. Fanelli an additional amount equal
to the excise tax.
10
<PAGE> 13
If Mr. Fanelli is constructively terminated by the successor in control, the
successor in control is deemed to have terminated Mr. Fanelli without cause, and
Mr. Fanelli would be entitled to payment under his employment agreement. If a
change in control of Bally had occurred on March 31, 2000 and Mr. Fanelli was
subsequently asked to leave the employ of Bally, Mr. Fanelli would be entitled
to a payment of $800,000 under his employment agreement, excluding excise tax
related payments, if any, referred to above. Additionally, if a change in
control of Bally had occurred on March 31, 2000, Mr. Fanelli could elect, at his
option, to terminate his employment and receive a lump sum payment equal to six
months' salary ($125,000).
Mr. Gaan's employment agreement with Bally expired on March 20, 2000. Mr.
Gaan is currently working pursuant to an oral at-will agreement which provides
for a base salary of $225,000 per year and a bonus payable at the discretion of
Bally.
Mr. Wildman and Bally entered into an employment agreement effective as of
January 1, 2000 for a term of three years through December 31, 2002. The
agreement provides for an annual base salary of $250,000 per year and a bonus
payable at the discretion of Bally. In the event of a change in control of Bally
and the successor in control, without cause, terminates the agreement, Mr.
Wildman will be paid a lump sum equal to 24 months' base salary or an amount
equal to his base salary for the balance of the three-year term, whichever is
greater, and the greatest bonus awarded by Bally to Mr. Wildman for any year
after 1997 but prior to the change in control. If the vesting of restricted
stock due to a change in control results in the imposition of excise tax, Bally
will pay Mr. Wildman an additional amount equal to the excise tax. If Mr.
Wildman is constructively terminated by the successor in control, the successor
in control is deemed to have terminated Mr. Wildman without cause, and Mr.
Wildman would be entitled to payment under his employment agreement. If a change
in control of Bally had occurred on March 31, 2000 and Mr. Wildman was
subsequently asked to leave the employ of Bally, Mr. Wildman would be entitled
to a payment of $800,000 under his employment agreement, excluding excise tax
related payments, if any, referred to above. Additionally, if a change in
control of Bally had occurred on March 31, 2000, Mr. Wildman could elect, at his
option, to terminate his employment and receive a lump sum payment equal to six
months' salary ($125,000).
MANAGEMENT RETIREMENT SAVINGS PLAN
The board of directors has adopted the Bally Total Fitness Holding
Corporation Management Retirement Savings Plan (the "Retirement Plan"). The
Retirement Plan is a deferred compensation plan designed to permit a select
group of management or highly compensated employees to enhance the security of
themselves and their beneficiaries following retirement or other termination of
their employment. The Retirement Plan is intended to be an unfunded "employee
pension benefit plan" under the Employee Retirement Income Security Act of 1974,
as amended, and is maintained by Bally. The Retirement Plan is not intended to
be qualified under the Internal Revenue Code of 1986, as amended (the "Code").
The board of directors, in its sole discretion, designates those members of
management or highly compensated employees who are eligible to participate in
the Retirement Plan.
The amount of compensation that may be deferred is presently limited
pursuant to a schedule based upon the age of the participant at the beginning of
or during the compensation year. For participants who are less than 50 years of
age, a maximum of 25% of compensation may be deferred; for those who are 50 to
54 years of age, a maximum of 50% of compensation may be deferred; for those who
are 55 to 59 years of age, a maximum of 75% of compensation may be deferred; and
for those participants who are 60 years of age or older, a maximum of 100% of
compensation may be deferred. During 1999, Bally provided a matching
contribution of 50% of the first 10% of eligible compensation the participant
deferred and 0% thereafter. Matching contributions are credited to a
participant's matching account and become vested as follows: after one but less
than two Years of Deferral (as defined) they become 33 1/3% vested, after two
but less than three Years of Deferral they become 66 2/3% vested, and after more
than three Years of Deferral they become fully vested. For this purpose, a "Year
of Deferral" is credited with respect to a matching contribution for each
completed calendar year commencing after the calendar year for which the
matching contribution was made. A participant who separates from service will
receive his benefits under the Retirement Plan in a lump sum. As soon as
possible (but not later than five business days) after a change in control of
Bally (as defined), all of the participants' accounts will become 100% vested.
11
<PAGE> 14
For 1999, Bally contributed $526,135 to the accounts of all participants in
the Retirement Plan, of which $84,758 will be allocated to the accounts of all
executive officers of Bally as a group. Named Executive Officers receiving
allocations are as follows: Mr. Hillman, $19,039, Mr. Dwyer, $25,000, and Mr.
Fanelli, $15,457.
1997 BONUS PLAN
In February 1997, the compensation committee of the board of directors
adopted the Bally Total Fitness Holding Corporation 1997 Bonus Plan (the "Bonus
Plan"). The purpose of the Bonus Plan was to provide an additional performance
incentive for certain senior executive and area management of Bally for 1997,
1998 and 1999 (the "Plan Years"). The compensation committee, based upon the
recommendation of Bally's management, determined those employees who
participated in the Bonus Plan.
Two pools of participants were designated, with Pool One limited to Bally's
senior executive management and Pool Two limited to Bally's senior area
management. The bonuses for each of the pools of participants were based on
increases in Bally's earnings for a Plan Year before interest, taxes,
depreciation and amortization ("EBITDA") from the immediately preceding year
(without giving effect, for Plan Year 1997, to the restatement of Bally's 1996
consolidated financial statements). Pool One and Pool Two received allocations
of 10% and 6% of the EBITDA increases for a Plan Year, respectively. Each
participant in a pool had a determined participation percentage of the amount
allocated to the respective pool, which was based upon the participant's
responsibilities and contributions for the Plan Year. The participation
percentages were designated by the compensation committee and awarded in a
manner such that the sum of the participation percentages relating to each pool
did not exceed 100% of that pool. Each participant's share of the bonus amount
for a Plan Year equalled the individual's participation percentage for the Plan
Year multiplied by the amount allocated to the respective pool for such Plan
Year. The bonus amounts were payable by March 15th of the calendar year
following the Plan Year as follows: Plan Year 1997 bonus--50% of the bonus for
1997 to be paid by March 15, 1998; Plan Year 1998 bonus--50% of the bonus for
1997 and 50% of the bonus for 1998 to be paid by March 15, 1999; and Plan Year
1999 bonus--50% of the bonus for 1998 and 100% of the bonus for 1999 to be paid
by March 15, 2000; provided, however, if Bally's EBITDA for the year following a
Plan Year did not equal or exceed the EBITDA for that Plan Year, any unpaid
bonus relating to that Plan Year (the 50% to be paid in the second year
following the Plan Year) was limited by a Carryover Maximum (as defined), and
any excess of the unpaid bonus over the Carryover Maximum was forfeited. To the
extent that Bally's federal income tax deduction for remuneration to a
participant is limited by Section 162(m) of the Code, payments under the Bonus
Plan are deferred (with interest) until Section 162(m) no longer limits the
deduction.
The determination of the participants and their participation percentages
by the compensation committee remained in effect until participation ceased. A
person ceased to be a participant immediately upon termination of employment
with Bally for any reason whatsoever. A person who ceased to be a participant
forfeits entitlement to future payments under the plan, other than amounts
deferred because of the Section 162(m) limitation.
12
<PAGE> 15
STOCK OPTION AND SAR GRANTS
The following table sets forth certain information regarding options to
purchase common stock granted to the Named Executive Officers during 1999. There
have been no stock appreciation rights granted by Bally to date.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
----------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF STOCK
SHARES PRICE APPRECIATION FOR
UNDERLYING PERCENT OF TOTAL OPTION TERM(2)
OPTIONS OPTIONS GRANTED -----------------------
GRANTED(#) TO EMPLOYEES EXERCISE EXPIRATION 5% 10%
NAME (1) IN FISCAL YEAR PRICE ($/SH) DATE ($) ($)
- --------------------------- ---------- ---------------- -------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Lee S. Hillman 50,000 6.4 32.94 9/21/09 1,035,711 2,624,695
John W. Dwyer 30,000 3.8 32.94 9/21/09 621,427 1,574,817
William G. Fanelli 30,000 3.8 32.94 9/21/09 621,427 1,574,817
Cary A. Gaan
John H. Wildman 20,000 2.6 32.94 9/21/09 414,284 1,049,878
</TABLE>
- ---------------
(1) Generally one-third of the options granted may be exercised on the first
anniversary of the date of grant, two-thirds after two years from the date
of grant and 100% after three years from the date of grant. Each grant was
made on the date which is 10 years prior to the date of expiration set forth
in the table.
(2) The potential realizable values represent future opportunity and have not
been reduced to present value in 1999 dollars. The dollar amounts included
in these columns are the result of calculations at assumed rates set by the
Securities and Exchange Commission for illustration purposes. These rates
are not intended to be a forecast of the common stock price and are not
necessarily indicative of the values that may be realized by the Named
Executive Officers. The potential realizable values are based on arbitrarily
assumed annualized rates of stock price appreciation of 5% and 10% over the
full ten-year term of the options. For example, in order for an individual
named above who received options with an exercise price of $32.94 per share
to realize the potential values set forth in the 5% and 10% columns in the
table above, the price per share of the common stock would have to be
approximately $53.65 and $85.43, respectively.
STOCK OPTION AND SAR EXERCISES
The following table sets forth certain information concerning exercises of
stock options during 1999 by each of the Named Executive Officers and their
stock options outstanding as of December 31, 1999. There have been no stock
appreciation rights granted by Bally to date.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
OPTION VALUES AT END OF LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT DECEMBER 31, 1999 AT DECEMBER 31, 1999 (1)
ACQUIRED ON VALUE --------------------------------- ---------------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE(#) UNEXERCISABLE(#) EXERCISABLE($) UNEXERCISABLE($)
- --------------------- ----------- ----------- -------------- ---------------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Lee S. Hillman 233,333 91,667 3,994,789 380,211
John W. Dwyer 76,667 68,333 1,233,126 364,999
William G. Fanelli 41,667 53,333 631,149 228,226
Cary A. Gaan(2) 35,000 986,563 15,000 15,000 132,188 127,500
John H. Wildman 10,000 293,750 50,000 35,000 921,875 127,500
</TABLE>
- ---------------
(1) Based on the closing price of common stock on the New York Stock Exchange on
December 31, 1999, which was $26.6875 per share.
(2) Mr. Gaan has retained all shares acquired on the exercise of his options in
1999.
13
<PAGE> 16
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Bally was a wholly owned subsidiary of Bally Entertainment Corporation
until the spin-off in January 1996. Prior to the spin-off and the formation of
the Compensation Committee, Bally had entered into compensation arrangements
with a number of its key executives. Following the spin-off and considering
Bally's situation at that time (historical losses and a need to improve cash
flows), the Compensation Committee determined that compensation should be tied
to increasing stockholder value and improving Bally's cash flows. Consequently,
the Compensation Committee has made significant grants of stock awards and
adopted the Bonus Plan, pursuant to which bonuses are granted based on
improvements in Bally's cash flow. Most of the bonus compensation paid to key
executives for 1998 and 1999 was pursuant to the Bonus Plan. Allocation among
the key executives of the amounts available under the Bonus Plan, including
allocation to Lee S. Hillman, President and Chief Executive Officer of Bally,
was based on the Compensation Committee's subjective evaluation of each
executive's contribution to Bally during the periods. The prime factors
considered for 1999 were contribution toward accomplishing Bally's strategic
plan, including improvement in Bally's financial position through operational
improvements and contribution toward Bally's new initiatives and growth and
expansion programs. The Compensation Committee felt that Mr. Hillman's
contributions in these areas were substantial and, with the contributions of
other key executives, were reflected in Bally's improved results.
Bally's successful implementation of its strategic plan over the last few
years has raised the profile and size of Bally and the profile of its executive
officers. The Compensation Committee determined that a combination of modest
base pay increases, increased bonus potential and contract extensions was
appropriate for its executive officers (other than Mr. Hillman) given their
implementation of Bally's strategic plan and Bally's desire to retain quality
executives. The increase in Mr. Hillman's base salary (which the Compensation
Committee believes still leaves him at the lower end of base compensation for
New York Stock Exchange companies) and extension of the term reflected the
Committee's view about his performance as the architect of Bally's strategic
plan and his execution of that plan. In addition, it was the Compensation
Committee's view upon the spin-off, and it remains the view of the Compensation
Committee today, that the use of stock options, other stock awards and bonus
compensation tied to improvements in operating performance aligns the interests
of Bally's officers and other key employees with those of Bally's stockholders.
The objective of these awards is to provide incentive to management to advance
the long-term interests of Bally and its stockholders. Stock options and other
stock awards produce value to management as the price of the common stock
appreciates, thereby directly linking the interests of management with those of
Bally's stockholders.
The Compensation Committee believes that the improvement in Bally's
operations and results since January 9, 1996 (the date the spin-off was
completed), supports the success of Bally's approach to compensation.
Compensation Committee,
Liza M. Walsh, Chairman
Aubrey C. Lewis
James F. Mc Anally, M.D.
14
<PAGE> 17
PERFORMANCE GRAPH
Comparison of Cumulative Total Return
from January 9, 1996 to March 31, 2000*
Bally Total Fitness Holding Corporation, S&P 500 Index and
Russell 2000 Consumer Discretionary and Services Index
<TABLE>
<CAPTION>
BALLY S&P 500 RUSSELL 2000
----- ------- ------------
<S> <C> <C> <C>
1/9/96 100 100 100
12/31/96 165 124 117
12/31/97 455 165 142
12/31/98 517 213 148
12/31/99 555 258 163
3/31/00 509 264 168
</TABLE>
- ---------------
* Assumes $100 invested in Bally Total Fitness Holding Corporation common stock,
the S&P 500 Index and the Russell 2000 Consumer Discretionary and Services
Index on January 9, 1996, the date the spin-off was completed. Total return
for the S&P 500 Index and the Russell 2000 Consumer Discretionary and Services
Index assumes reinvestment of dividends; there were no dividends declared on
Bally Total Fitness Holding Corporation common stock.
TRANSACTIONS WITH MANAGEMENT
During 1999, Bally paid approximately $1.6 million for goods and services
from a company which employed a relative of Mr. Hillman. Based on Bally's
receipt of competitive bids for similar items, Bally believes that the terms of
these arrangements are at least as favorable to Bally as those which could be
obtained from unrelated parties.
AUDITORS
The board of directors, upon the recommendation of the audit committee, has
approved the selection of Ernst & Young LLP as Bally's independent auditors for
2000. Representatives of Ernst & Young LLP will be present at the annual meeting
with the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
OTHER BUSINESS
In addition to the matters described above, there will be a brief
presentation by the President and Chief Executive Officer and a general
discussion period during which stockholders will have an opportunity to ask
questions.
15
<PAGE> 18
Management knows of no other business to be presented for action at the
annual meeting. If other matters properly come before the annual meeting or any
adjournment thereof, the persons named as proxies will vote upon them in
accordance with their best judgment.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Bally is required to identify any director, executive officer, beneficial
owner of more than ten percent of the common stock or any other person subject
to Section 16 of the Exchange Act that failed to file on a timely basis, as
disclosed in their forms, reports required by Section 16(a) of the Exchange Act.
Based on a review of forms submitted to Bally, Bally believes that during 1999
all such filing requirements were complied with by its directors and executive
officers.
EXPENSE OF SOLICITATION
The cost of this solicitation will be borne by Bally. In addition to the
use of the mail, proxy solicitation may be made by telephone, facsimile, e-mail
and personal interviews by regular employees of Bally. Bally has retained
MacKenzie Partners, Inc., 156 Fifth Avenue, New York, New York 10010, to assist
in the soliciting of proxies and will pay that firm a fee of $6,500, plus
out-of-pocket expenses for such services. Bally will also reimburse brokerage
houses and others for their reasonable expenses in forwarding proxy materials to
beneficial owners of common stock.
STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
Bally expects to hold its next annual meeting of stockholders before June
30, 2001. Accordingly, stockholder proposals for inclusion in the proxy
materials relating to the next annual meeting must be received by Bally at its
principal executive offices on or before January 1, 2001. Stockholder proposals
should be directed to Cary A. Gaan, Secretary, Bally Total Fitness Holding
Corporation, 8700 West Bryn Mawr Avenue, Chicago, Illinois 60631.
ANNUAL REPORT
A copy of Bally's 1999 annual report, which contains the consolidated
financial statements of Bally, accompanies this proxy statement. Bally will
provide without charge to any stockholder as of the record date who so requests
in writing a copy of its Form 10-K and, if specifically requested, the exhibits
thereto. Requests for such copies should be directed to Investor Relations
Department, Bally Total Fitness Holding Corporation, 8700 West Bryn Mawr Avenue,
Chicago, Illinois 60631.
By order of the board of directors,
Cary A. Gaan, Secretary
Chicago, Illinois
April 14, 2000
PLEASE EXECUTE, DATE AND RETURN PROMPTLY
THE ENCLOSED PROXY CARD IN THE
POSTAGE-PAID ENVELOPE PROVIDED.
16
<PAGE> 19
LOGO
BALLY TOTAL FITNESS HOLDING CORPORATION
8700 WEST BRYN MAWR AVENUE
CHICAGO, ILLINOIS 60631
WWW.BALLYFITNESS.COM
<PAGE> 20
PROXY PROXY
BALLY TOTAL FITNESS HOLDING CORPORATION
8700 West Bryn Mawr Avenue, Chicago, Illinois 60631
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Lee S. Hillman and Cary A. Gaan, or either of
them, proxies of the undersigned with full power of substitution, to vote all
shares of the undersigned at the annual meeting of stockholders of Bally Total
Fitness Holding Corporation to be held at 9:00 a.m. (local time) on June 8, 2000
at Bally's fitness center located at 142 Central Avenue, Clark, New Jersey 07066
or at any postponement or adjournment thereof.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL NUMBER (1).
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL NUMBER (1). SEE REVERSE SIDE.
(Comments/Change of Address)
------------------------------
------------------------------
------------------------------
------------------------------
(If you have written in the
above space, please mark the
corresponding box on the
reverse side)
.............................................................................
FOLD AND DETACH HERE
ENTRANCE PASS -- 2000 ANNUAL MEETING OF STOCKHOLDERS
THIS IS AN ENTRANCE PASS FOR THE 2000 ANNUAL MEETING
OF STOCKHOLDERS OF BALLY TOTAL FITNESS HOLDING CORPORATION.
IN ORDER TO ATTEND THE ANNUAL MEETING, YOU MUST BRING THIS PASS WITH YOU.
<PAGE> 21
BALLY TOTAL FITNESS HOLDING CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
<TABLE>
<CAPTION>
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
<S> <C> <C> <C> <C>
1. Election of the following Class I 2. In their discretion on all other
director nominees for three-year [ ] [ ] [ ] matters as may properly come before
terms expiring in 2003: the annual meeting.
Aubrey C. Lewis
Liza M. Walsh
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR ALL THE ABOVE NOMINEES.
----------------------------------------
Nominee Exception
</TABLE>
Comments/
Change
of [ ]
Address
Date: , 2000
-----------------
------------------------------
Signature(s)
------------------------------
Signature(s)
Note: Please sign as name
appears hereon. Joint owners
should each sign. When
signing as attorney, executor,
administrator, trustee, or
guardian, please give full
title as such.
................................................................................
FOLD AND DETACH HERE
PLEASE VOTE, SIGN EXACTLY AS NAME APPEARS ABOVE, DATE, AND RETURN PROMPTLY
THIS PROXY FORM IN THE POSTAGE-PAID ENVELOPE PROVIDED.
