X0202 4 2007-10-01 0 0000770944 BALLY TOTAL FITNESS HOLDING CORP BFTH 0001259272 LIBERATION INVESTMENT GROUP LLC 330 MADISON AVENUE 6TH FLOOR NEW YORK NY 10017 0 0 1 0 Common Stock, $0.01 par value per share 2007-10-01 4 D 0 4206880 0 D 0 I See Footnotes This is a joint filing by Liberation Investments, L.P. ("LILP"), Liberation Investments Ltd. ("LILTD"), Liberation Investment Group, LLC ("LIGLLC") and Emanuel R. Pearlman (collectively, the "Reporting Persons"). Immediately prior to the transaction reported herein, LILP directly owned 2,710,042 shares of the Issuer's common stock (the "Shares"), LILTD directly owned 1,461,838 Shares, and Mr. Pearlman directly owned 35,000 Shares. LIGLLC is the sole general partner of LILP and the sole investment advisor to LILTD, and thus may be deemed an indirect beneficial owner of the Shares that were held by LILP and LILTD. Mr. Pearlman is the General Manager, Chairman and Chief Executive Officer of LIGLLC and thus he may be deemed an indirect beneficial owner of the Shares indirectly beneficially owned by LIGLLC. The Reporting Persons are filing this joint Form 4 because they may be regarded as a group. However, each Reporting Person disclaims beneficial ownership of the shares owned by the other Reporting Persons and disclaims membership in a group, and this filing shall not constitute an acknowledgment that the Reporting Persons constitute a group. On October 1, 2007, the Issuer consummated the First Amended Joint Prepackaged Chapter 11 Plan of Reorganization of the Issuer and its Affiliate Debtors (the "Plan"), which was confirmed by order of the United States Bankruptcy Court for the Southern District of New York on September 17, 2007. Pursuant to the terms of the Plan, the Issuer's shareholders and holders of certain equity-related claims will receive an aggregate distribution of $16.5 million. A determination of the distribution cannot be made until after the October 31, 2007 deadline for submission of proofs of claim for equity-related claims and may require court approval. (4) Mr. Pearlman is signing in his capacity as General Manager, Chairman and Chief Executive Officer of LIGLLC, the sole general partner of LILP. (5) Mr. Pearlman is signing in his capacity as General Manager, Chairman and Chief Executive Officer of LIGLLC, the sole investment advisor to LILTD. (6) Mr. Pearlman is signing in his capacity as General Manager, Chairman and Chief Executive Officer of LIGLLC. /s/ Emanuel R. Pearlman (4) 2007-10-03 /s/ Emanuel R. Pearlman (5) 2007-10-03 /s/ Emanuel R. Pearlman (6) 2007-10-03 /s/ Emanuel R. Pearlman 2007-10-03