Carter v. N.V.E. Inc.
1:05-cv-02474 | S.D.N.Y. | Jun 3, 2005
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
In re :
: 04 MD 1598 (JSR)
EPHEDRA PRODUCTS LIABILITY :
LITIGATION. :
:
:
:
---------------------------------------------------------------x
PERTAINS TO ALL CASES
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
In re :
: Chapter 11 Case No.
TL ADMINISTRATION CORPORATION, :
et al. (f/k/a TWINLAB CORPORATION, et al.), : 03-15564 (RDD)
:
: (Jointly Administered)
Debtors. :
---------------------------------------------------------------x
ORDER (I) APPROVING FIRST AMENDED DISCLOSURE
STATEMENT, (II) FIXING A RECORD DATE, (III) APPROVING
SOLICITATION PACKAGES AND PROCEDURES FOR DISTRIBUTION
THEREOF, (IV) APPROVING FORMS OF BALLOTS AND PROCEDURES
FOR VOTING ON THE DEBTORS’ FIRST AMENDED JOINT PLAN OF
LIQUIDATION, (V) SCHEDULING A HEARING AND ESTABLISHING
NOTICE AND OBJECTION PROCEDURES IN RESPECT OF CONFIRMATION
OF THE DEBTORS’ FIRST AMENDED JOINT PLAN OF LIQUIDATION, AND
(VI) AUTHORIZING THE RETENTION OF BANKRUPTCY SERVICES, LLC AND
FINANCIAL BALLOTING GROUP LLC AS VOTING AND TABULATION AGENTS
A hearing having been held on June 2, 2005 (the “Hearing”) to consider the
motion, dated April 26, 2005 (the “Motion”), of TL Administration Corporation (f/k/a Twinlab
Corporation) and certain of its direct and indirect subsidiaries, as debtors and debtors in
possession (collectively, the “Debtors”) for an order (i) approving the First Amended Disclosure
Statement (as amended, including as most recently filed with the Bankruptcy Court on June 3,
2005, the “Disclosure Statement”) for the Debtors’ First Amended Joint Plan of Liquidation
Under Chapter 11 of the Bankruptcy Code (the “Plan”), (ii) fixing a record date, (iii) approving
solicitation packages and procedures for distribution thereof, (iv) approving forms of ballots and
procedures for voting on the Plan, (v) scheduling a hearing and establishing notice and objection
procedures in respect of confirmation of the Plan, and (vi) authorizing the retention of
Bankruptcy Services, LLC (“BSI”) and Financial Balloting Group LLC (“FBG” and together
with BSI, the “Voting Agents”) as voting and tabulation agents, all as more fully set forth in the
Motion; and the Courts (as defined below) having jurisdiction to consider the Motion and the
relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334 and the Standing Order of
Referral of Cases to Bankruptcy Court Judges of the District Court for the Southern District of
New York (the “District Court”), dated July 19, 1984 (Ward, Acting C.J.); and the District Court
having withdrawn the bankruptcy reference with respect to the Debtors’ chapter 11 cases by
Order dated March 22, 2005 (the “Reference Order”); and the Reference Order (as amended by
the District Court’s Status Order (Including Case Management Order No. 12) dated April 15,
2005) having provided that the District Court and the Bankruptcy Court for the Southern District
of New York (the “Bankruptcy Court” and together with the District Court, the “Courts”) “shall
jointly retain jurisdiction over, and jointly hear,” “all hearings on the approval of a disclosure
statement and confirmation of a chapter 11 plan of liquidation”; and consideration of the Motion
and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); and
venue being proper before these Courts pursuant to 28 U.S.C. §§ 1408 and 1409; and due and
proper notice of the Motion having been provided, and no other or further notice need be
provided; and the relief requested in the Motion being in the best interests of the Debtors and all
parties in interest; and the Courts having reviewed the Motion and having heard the statements in
2
support of the relief requested therein at the Hearing; and the Courts having determined that the
legal and factual bases set forth in the Motion and at the Hearing establish just cause for the
relief granted herein; and upon all of the proceedings had before the Courts; and after due
deliberation and sufficient cause appearing therefor, it is
ORDERED, FOUND AND DETERMINED THAT:
1. The Disclosure Statement contains adequate information within the
meaning of section 1125 of chapter 11 of title 11 of the United States Code (the “Bankruptcy
Code”).
2. The Disclosure Statement and the Motion are hereby approved.
3. The Debtors are authorized to make non-substantive changes to the
Disclosure Statement, the Plan, and related documents prior to their mailing without further
order of the Courts, including, without limitation, the insertion of dates and times approved by
the Courts at the Hearing, changes to correct typographical and grammatical errors, and
conforming changes among the Disclosure Statement, the Plan and any other materials in the
Solicitation Package.
4. May 27, 2005 is established as the record date (the “Record Date”) for
purposes of this Order and determining which holders of claims are entitled to vote on the Plan.
5. The Ballots1 and Master Ballot substantially in the forms annexed hereto
as Exhibits “A,” “B,” “C,” and “D” are approved.
6. By June 14, 2005 (the “Solicitation Date”), the Debtors shall deposit or
cause to be deposited in the United States mail, postage prepaid, a solicitation package (the
“Solicitation Package”) containing copies of (i) this Disclosure Statement Order (without the
1
Unless otherwise defined, capitalized terms used herein shall have the meanings ascribed to
such terms in the Motion.
3
Exhibits attached thereto); (ii) the Confirmation Hearing Notice (substantially in the form
annexed hereto as Exhibit “E”); and (iii) either (a) a Ballot and/or Master Ballot2 , together with a
return envelope and the Disclosure Statement (together with the Plan annexed thereto as Exhibit
“A”), to creditors in classes entitled to vote, or (b) a Notice of Non-Voting Status (as defined
below), to creditors and equity holders in classes not entitled to vote.
7. In accordance with Bankruptcy Rules 2002 and 3017(d), the Confirmation
Hearing Notice sets forth (i) the date of approval of the Disclosure Statement, (ii) the Record
Date, (iii) the Voting Deadline (as defined below), (iv) the Confirmation Objection Deadline (as
defined below), and (v) the time, date, and place for the Confirmation Hearing. Because it is
included in the Solicitation Package, such notice will be sent on or prior to the date that is
twenty-five (25) days prior to the Confirmation Objection Deadline. The Confirmation Hearing
Notice includes in conspicuous bold language a statement that the Plan proposes an injunction
not otherwise enjoined under the Code, describes briefly the nature of the injunction, and
identifies the entities that are to be subject to the injunction, all as required by and in compliance
with Bankruptcy Rule 2002(c)(3). The Confirmation Hearing Notice satisfies all the notice
requirements of Bankruptcy Rule 2002.
8. The Debtors shall send to holders of claims in Class 1 (Secured Claims),
Class 2 (Priority Non-Tax Claims), and Class 3 (Pre-2002 Ephedra PI Claims) a Notice of Non-
Voting Status for unimpaired claim holders, substantially in the form annexed hereto as Exhibit
“F,” and to holders of claims in Class 6 (Punitive Damage Claims) and equity interests in Class 7
(Equity Interests) a Notice of Non-Voting Status for impaired claim holders receiving no
2
Consistent with securities industry practices in bankruptcy solicitations, Master Ballots will be
distributed to Voting Nominees after the Solicitation Packages have been forwarded to the
bondholders.
4
distribution under the Plan, substantially in the form annexed hereto as Exhibit “G.” The Notices
of Non-Voting Status identify the classes designated as unimpaired or impaired and receiving no
distribution under the Plan and set forth the manner in which a copy of the Plan and Disclosure
Statement may be obtained. Such notices satisfy the requirements of Bankruptcy Rule 3017(d).
9. The Debtors shall distribute or cause to be distributed by the Solicitation
Date, this Disclosure Statement Order (without exhibits attached thereto), the Confirmation
Hearing Notice, and the Disclosure Statement (together with the Plan annexed thereto as Exhibit
“A”) to (i) the U.S. Trustee, (ii) the attorneys for the Creditors Committee, (iii) the attorneys for
the Ephedra Claimants Committee, and (iv) all parties that the Debtors are required to serve
pursuant to the Bankruptcy Court’s Order, dated September 12, 2003, establishing notice
procedures.
10. The Debtors are not required to distribute Solicitation Packages to
creditors who have timely filed proofs of claim for amounts less than or equal to the amounts
scheduled for such claims by the Debtors if such claims have already been paid in the full
scheduled amount; provided, however, if, and to the extent that, any such creditor would be
entitled to receive a Solicitation Package for any reason other than by virtue of the fact that its
claim had been scheduled by the Debtors, such creditor will be sent a Solicitation Package in
accordance with the procedures set forth above.
11. The Debtors are not required to distribute Solicitation Packages to those
entities listed at addresses from which Disclosure Statement Notices were returned as
undeliverable by the United States Postal Service unless the Debtors are provided with accurate
addresses for such entities before the Solicitation Date, and failure to distribute Solicitation
5
Packages to such entities will not constitute inadequate notice of the Confirmation Hearing Date
or the Voting Deadline, or violation of Bankruptcy Rule 3017(d).
12. In addition to mailing the Confirmation Hearing Notice, the Debtors shall
publish the Confirmation Hearing Notice, not less than twenty-five (25) days prior to the
Confirmation Objection Deadline, in The New York Times (National Edition) and The Wall Street
Journal (National Edition). The publication of the Confirmation Hearing Notice will provide
sufficient notice of the approval of the Disclosure Statement, the Record Date, the Voting
Deadline, the Confirmation Objection Deadline, and the time, date, and place of the
Confirmation Hearing to persons or entities that do not otherwise receive notice by mail as
provided for in the Disclosure Statement Order.
13. The letters in support of the Plan from the Official Committee of
Unsecured Creditors and the Official Committee of Ephedra Claimants submitted at the Hearing
are approved and the Debtors are authorized to include letters in substantially the same form of
such letters with the Solicitation Packages to be mailed to creditors in classes entitled to vote.
Further, a letter in support of the Plan from the Plaintiffs Coordinating Council in the above-
captioned Multi District Litigation in substantially the same form as the letter in support of the
Plan from the Official Committee of Ephedra Claimants is approved, and the Debtors are
authorized to include such a letter with the Solicitation Packages to be mailed to creditors in
classes entitled to vote.
14. A Voting Nominee has two options with respect to voting. Under the first
option, the Voting Nominee will forward the Solicitation Package to each bondholder for voting
and include a return envelope provided by and addressed to the Voting Nominee so that the
bondholder may return the completed Ballot for Class 5 Noteholder Claims. The Voting
6
Nominee will then summarize the individual votes of its respective bondholders from their
Ballots for Class 5 Noteholder Claims on the appropriate Master Ballot, and then return the
Master Ballot to the Debtors’ Voting Agents.
15. Under the second option, if the Voting Nominee elects to “prevalidate”
Ballots:
(a) to “prevalidate” a ballot, the Voting Nominee should complete and
execute the Ballot (other than Items 2 and 3 thereon) and indicate on the
Ballot the name of the bondholder, the number of claims held by the
Voting Nominee for the bondholder and the account number(s) for the
account(s) in which such bonds are held by the Voting Nominee; and
(b) the Voting Nominee shall forward the Solicitation Package or copies
thereof (including (i) the Disclosure Statement, (ii) an individual Ballot
that has been prevalidated, as indicated in paragraph (a) above, and (iii) a
return envelope provided by and addressed to the Debtors’ Voting Agents)
to the bondholder within five (5) business days of the receipt by such
Voting Nominee of the Solicitation Package;
(c) the bondholder shall return the prevalidated Ballot to the Debtors’ Voting
Agents by the Voting Deadline.
16. All persons and entities entitled to vote on the Plan including Voting
Nominees shall deliver their Ballots by mail, hand delivery or overnight courier no later than
4:00 p.m. (New York Time) on July 14, 2005 (the “Voting Deadline”) to the Voting Agents at:
TL ADMINISTRATION CORPORATION (F/K/A TWINLAB CORPORATION)
c/o BSI - FBG
757 Third Avenue – 3rd Floor
New York, New York 10017
Any Ballot received after such time shall not be counted other than as provided for herein.
Ballots submitted by telecopier, facsimile or other electronic communications shall not be
counted.
17. Subject to Bankruptcy Rule 3018(a), the Debtors shall have the ability to
extend the Voting Deadline at the Debtors’ sole discretion.
7
18. Solely for the purposes of voting to accept or reject the Plan, each claim
within a class of claims entitled to vote to accept or reject the Plan shall be entitled to vote the
amount of such claim as set forth in the Schedules unless such holder has timely filed a proof of
claim, in which event such holder would be entitled to vote the amount of such claim as set forth
in the proof of claim; provided that:
(a) if a claim is deemed allowed under the Plan, such claim is allowed for
voting purposes in the deemed allowed amount set forth in the Plan;
(b) if a claim for which a proof of claim has been timely filed is, by its terms,
contingent, unliquidated, or disputed, such claim is temporarily allowed
for voting purposes only, and not for purposes of allowance or
distribution, in an amount equal to the lesser of (i) $10,000, and (ii) the
amount listed on such proof of claim;
(c) if a claim for which a proof of claim has been timely filed is partially
liquidated and partially unliquidated, such claim is temporarily allowed for
voting purposes in the liquidated amount only;
(d) if a claim has been estimated or otherwise allowed for voting purposes by
order of the Court, such claim is temporarily allowed in the amount so
estimated or allowed by the Court for voting purposes only, and not for
purposes of allowance or distribution;
(e) if a claim is listed in the Schedules as contingent, unliquidated, or disputed
and a proof of claim was not (i) filed by the applicable bar date for the
filing of proofs of claim established by the Court or (ii) deemed timely
filed by an order of the Court prior to the Voting Deadline, unless the
Debtors have consented in writing, such claim is disallowed for voting
purposes and for purposes of allowance and distribution pursuant to
Bankruptcy Rule 3003(c); and
(f) if the Debtors have served an objection to a claim at least ten (10) days
before the Voting Deadline, such claim is temporarily disallowed for
voting purposes only and not for purposes of allowance or distribution,
except to the extent and in the manner as may be set forth in such
objection.
19. If any creditor seeks to challenge the allowance of its claim for voting
purposes in accordance with the above procedures, such creditor shall serve upon the Debtors
and file with the Court a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily
8
allowing such claim in a different amount for purposes of voting to accept or reject the Plan on
or before the later of (i) the fifth (5th ) day after the date of service of notice of an objection, if
any, to such claim, and (ii) the fifth (5th) day after the date of service of notice of entry of this
Order.
20. With respect to Ballots submitted by a holder of a claim:
(a) whenever a creditor casts more than one Ballot or Master Ballot voting the
same claim(s) before the Voting Deadline, the last Ballot or Master Ballot
received before the Voting Deadline shall be counted;
(b) creditors may not split their vote within a class; thus each creditor shall
vote all of its claims within a particular class either to accept or reject the
Plan;
(c) any Ballot which is otherwise properly completed, executed, and timely
returned to the Voting Agent that does not indicate an acceptance or
rejection of the Plan, or that indicates both an acceptance and rejection of
the Plan, shall not be counted;
(d) any Ballot received after the Voting Deadline shall not be counted unless
the Debtors shall have granted in writing an extension;
(e) any Ballot that is illegible or contains insufficient information to permit
identification of the claimant shall not be counted;
(f) any Ballot cast by a creditor or bondholder that does not hold a claim in a
class that is entitled to vote to accept or reject the Plan shall not be
counted;
(g) any Ballot which is returned unsigned shall not be counted; and
(h) any Ballot transmitted to the Debtors’ Voting Agent by facsimile or other
electronic means shall not be counted.
21. With respect to Master Ballots cast by Voting Nominees and prevalidated
Ballots cast by bondholders, for purposes of voting, the principal amount of bonds held as of the
Record Date (the “Record Amount”) will be used and the following additional rules shall apply:
(a) votes cast by bondholders through prevalidated Ballots will be applied
against the positions held by the relevant Voting Nominees in the
applicable security as of the Record Date, as evidenced by record and
depository listings. Votes cast on account of securities held by a Voting
9
Nominee (whether pursuant to a Master Ballot or prevalidated Ballots)
will not be counted in excess of the Record Amount of such securities held
by such Voting Nominee.
(b) to the extent conflicting votes or “overvotes” are submitted, the Debtors’
Voting Agents will attempt to reconcile discrepancies with the Voting
Nominees.
(c) to the extent overvotes on a Master Ballot or prevalidated Ballots are not
reconcilable prior to the preparation of the vote certification, the Debtors’
Voting Agents will apply the votes to accept and to reject the Plan in the
same proportion as the votes to accept and reject the Plan submitted on the
Master Ballot or prevalidated Ballots that contained the overvote, but only
to the extent of the Voting Nominee’s position with the bondholders.
22. The hearing on confirmation of the Plan is scheduled for July 21, 2005
(the “Confirmation Hearing Date”) at 2:00 p.m. (New York Time), in Courtroom 14-B, United
States District Court for the Southern District of New York, 500 Pearl Street, New York, New
York. This hearing may be adjourned from time to time without further notice other than an
announcement of the adjourned date(s) at said hearing and at any adjourned hearing(s).
23. Any objection to confirmation of the Plan must (i) be in writing, (ii) state
the name and address of the objecting party and the amount and nature of the claim or interest of
such party, (iii) state with particularity the basis and nature of any objection to the Plan, and (iv)
be filed, together with proof of service, with the Courts and served so that they are received by
(a) Weil, Gotshal & Manges LLP, attorneys for the Debtors, 767 Fifth Avenue, New York, New
York 10153 (Attn: Michael P. Kessler, Esq.); (b) the Office of the United States Trustee for the
Southern District of New York, 33 Whitehall Street, 21st Floor, New York, New York 10004
(Attn: Richard Morrissey, Esq.); (c) Kaye Scholer, LLP, attorneys for the Creditors Committee,
425 Park Avenue, New York, New York 10022 (Attn: Richard G. Smolev, Esq.), and (d) Brown
Rudnick Berlack Israels LLP, attorneys for Ephedra Claimants Committee, Seven Times Square,
New York, New York 10036 (Attn: David Molton, Esq.), no later than 4:00 p.m. (New York
10
Time) on July 14, 2005. Any confirmation objection not filed and served as set forth herein shall
be deemed waived and may not be considered by the Courts.
24. The Debtors are hereby authorized to employ and retain FBG as a voting
agent, on the terms and subject to the conditions set forth in the Agreement annexed to the
Motion as Exhibit “J.”
25. The Debtors are hereby authorized to utilize BSI as a voting agent and the
scope of services to be provided by BSI in these chapter 11 cases, as set forth more fully in the
Order Authorizing the Retention of BSI As Claims and Noticing Agent, dated September 3,
2003, is hereby modified to include all services required of and attendant to a voting agent in
these chapter 11 cases.
26. The Debtors are hereby authorized to compensate FBG and BSI upon
receipt of a reasonably detailed invoice, in accordance with prior order of the Bankruptcy Court
providing for interim payment of fees and expenses of professionals; provided, however that
FBG and BSI shall file an application with the Bankruptcy Court for final approval of fees and
expenses for services performed in connection with this Order.
11
27. The determinations, findings, judgments, decrees and orders set forth or
incorporated herein constitute the Courts’ findings of fact and conclusions of law pursuant to
Bankruptcy Rules 7052 and 9014. Each finding of fact set forth or incorporated herein, to the
extent it is or may be deemed a conclusion of law, shall also constitute a conclusion of law.
Each conclusion of law set forth or incorporated herein to the extent it is or may be deemed a
finding of fact, shall also constitute a finding of fact.
Dated: June 3, 2005
New York, New York
/s/ JED S. RAKOFF
The Honorable Jed S. Rakoff
United States District Court
Southern District of New York
/s/ ROBERT D. DRAIN
The Honorable Robert D. Drain
United States Bankruptcy Court
Southern District of New York
12
EXHIBIT A
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
In re :
: 04 MD 1598 (JSR)
EPHEDRA PRODUCTS LIABILITY :
LITIGATION. :
:
:
:
---------------------------------------------------------------x
PERTAINS TO ALL CASES
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
In re :
: Chapter 11 Case No.
TL ADMINISTRATION CORPORATION, :
et al. (f/k/a TWINLAB CORPORATION, et al.), : 03-15564 (RDD)
:
: (Jointly Administered)
Debtors. :
---------------------------------------------------------------x
BALLOT FOR HOLDERS OF
CLASS 4 2002-2004 EPHEDRA PI CLAIMS
Individualized information will be placed on each Ballot setting forth the name and
address of the claimholder, and the claim amount such holder is entitled to vote against
the Debtors (the lesser of (i) $10,000, and (ii) the amount listed on the claimholder’s claim).
TL Administration Corporation (f/k/a Twinlab Corporation) and certain of its
direct and indirect subsidiaries, as debtors and debtors in possession (collectively, the
“Debtors”), are soliciting votes with respect to the First Amended Joint Plan of Liquidation of
TL Administration Corporation (f/k/a Twinlab Corporation), TL Administration Inc. (f/k/a Twin
Laboratories Inc.), and TL Administration (UK) Ltd. (f/k/a Twin Laboratories (UK) Ltd.) Under
Chapter 11 of the Bankruptcy Code, dated May 25, 2005 (as same may be amended, the “Plan”),
from the holders of impaired claims in Class 4 under the Plan.
THIS BALLOT IS TO BE USED FOR VOTING BY HOLDERS OF
CLASS 4 2002-2004 EPHEDRA PI CLAIMS. FOR A VOTE TO COUNT, IT MUST BE
RECEIVED BY THE VOTING AGENTS BEFORE THE VOTING DEADLINE OF
4:00 P.M., NEW YORK TIME, ON JULY 14, 2005.
THE ABOVE-LISTED CLAIM AMOUNT WILL BE USED FOR VOTING
PURPOSES ONLY AND WILL NOT BE DETERMINATIVE OF, OR OTHERWISE
AFFECT, THE HOLDER’S CLAIM FOR PLAN TREATMENT OR DISTRIBUTION
PURPOSES OR ANY OTHER CHAPTER 11 PURPOSES.
PLEASE COMPLETE THE FOLLOWING:
ITEM 1. Amount of Claim. For purposes of voting to accept or reject the
Plan, the undersigned holds a Class 4 2002-2004 Ephedra PI Claim against the Debtors in the
amount set forth above. This claim is unliquidated and disputed. Such claim will be temporarily
allowed for voting purposes only, and not for purposes of allowance or distribution, at the lesser
of (i) $10,000, and (ii) the amount listed on the undersigned’s Class 4 2002-2004 Ephedra PI
Claim.
ITEM 2. Vote on the Plan. The undersigned holder of a Class 4 2002-
2004 Ephedra PI Claim set forth in Item 1 above hereby votes to:
Check one box: ¨ Accept the Plan
¨ Reject the Plan
ITEM 3. Acknowledgements and Certification. By signing this Ballot,
the undersigned acknowledges that the undersigned has been provided with a copy of the First
Amended Disclosure Statement for the Plan, dated May 25, 2005 (as same may be amended, the
“Disclosure Statement ”), including all exhibits thereto. The undersigned certifies that (i) this
Ballot is the only Ballot submitted for its 2002-2004 Ephedra PI Claim, (ii) it has full power and
authority to vote to accept or reject the Plan with respect to the amount of the 2002-2004
Ephedra PI Claim listed in Item 1, and (iii) it was the holder of the 2002-2004 Ephedra PI Claim
listed in Item 1 on May 27, 2005. The undersigned further acknowledges that the Debtors’
solicitation of votes is subject to all terms and conditions set forth in the Disclosure Statement.
Print or Type Name of Claimant:
Social Security or Federal Tax I.D. No. of Claimant:
Signature:
If by Authorized Agent, Name and Title of Agent:
Name of Institution:
Street Address:
City, State, and Zip Code:
Telephone Number:
Date Completed:
VOTING INSTRUCTIONS FOR COMPLETING THE BALLOT
FOR HOLDERS OF CLASS 4 2002-2004 EPHEDRA PI CLAIMS
a. This Ballot is submitted to you to solicit your vote to accept or reject the Plan, which is
described in the Disclosure Statement. All capitalized terms used but not defined herein
have the meanings ascribed to such terms in the Plan or the Disclosure Statement.
PLEASE READ THE PLAN AND THE DISCLOSURE STATEMENT
CAREFULLY BEFORE COMPLETING THIS BALLOT.
b. The Plan will be accepted by Class 4 if it is accepted by the holders of two-thirds in
amount and more than one-half in number of claims in Class 4 voting on the Plan. If the
Plan is confirmed by the Bankruptcy Court, all holders of interests in, and any and all
other holders of claims against, the Debtors (including those who abstain or reject the
Plan or are not entitled to vote thereon) will be bound by the confirmed Plan and the
transactions contemplated thereby.
c. To have your vote counted, you must complete, sign and return this Ballot so that it is
received by the Voting Agents not later than 4:00 p.m., New York Time, on July 14,
2005, unless such time is extended in the sole discretion of the Debtors (the “Voting
Deadline”). You may use the envelope provided or send the Ballot by mail, hand
delivery or overnight courier to the Voting Agents at the following address:
TL ADMINISTRATION CORPORATION (F/K/A TWINLAB CORPORATION)
c/o BSI - FBG
757 Third Avenue – 3rd Floor
New York, New York 10017
(646) 282-2500
Ballots will not be accepted by telecopy or facsimile transmission.
d. To properly complete the Ballot, you must follow the procedures described below:
i. cast one vote to accept or reject the Plan by checking the appropriate box in
Item 2;
ii. if you are completing this Ballot on behalf of another person or entity, indicate
your relationship with such person or entity and the capacity in which you are
signing and submit satisfactory evidence of your authority to so act (e.g., a power
of attorney or a certified copy of board resolutions authorizing you to so act);
iii. if you also hold claims in a Class other than Class 4, you may receive more than
one Ballot labeled for a different Class of claims. Your vote will be counted in
determining acceptance or rejection of the Plan by a particular Class of claims
only if you complete, sign and return the Ballot labeled for that Class of claims in
accordance with the instructions on that Ballot;
iv. if you submit more than one Ballot voting the same claim prior to the Voting
Deadline, then the last timely filed Ballot shall be counted;
NY2:\1539945\02\X08902!.DOC\78300.0003
v. if you believe that you have received the wrong Ballot, please contact the Voting
Agents immediately;
vi. sign and date your Ballot;
vii. provide your name and mailing address; and
viii. return your Ballot to the Voting Agents by using the enclosed pre-addressed
return envelope and mailing it to the Voting Agents before the Voting Deadline of
4:00 p.m., New York Time, on July 14, 2005.
ANY BALLOT THAT IS EXECUTED AND RETURNED BUT THAT (a)
DOES NOT INDICATE AN ACCEPTANCE OR REJECTION OF THE PLAN OR
(b) INDICATES BOTH AN ACCEPTANCE AND REJECTION OF THE PLAN, WILL
NOT BE COUNTED.
IF A BALLOT IS DAMAGED OR LOST, FOR ADDITIONAL COPIES OF
THE DISCLOSURE STATEMENT, OR FOR ANY QUESTIONS CONCERNING
VOTING PROCEDURES, YOU MAY CONTACT THE VOTING AGENTS AT THE
FOLLOWING ADDRESS AND TELEPHONE NUMBER:
TL ADMINISTRATION CORPORATION (F/K/A TWINLAB CORPORATION)
c/o BSI - FBG
757 Third Avenue – 3rd Floor
New York, New York 10017
(646) 282-2500
NY2:\1539945\02\X08902!.DOC\78300.0003 4
EXHIBIT B
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
In re :
: 04 MD 1598 (JSR)
EPHEDRA PRODUCTS LIABILITY :
LITIGATION. :
:
:
:
---------------------------------------------------------------x
PERTAINS TO ALL CASES
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
In re :
: Chapter 11 Case No.
TL ADMINISTRATION CORPORATION, :
et al. (f/k/a TWINLAB CORPORATION, et al.), : 03-15564 (RDD)
:
: (Jointly Administered)
Debtors. :
---------------------------------------------------------------x
BALLOT FOR CLASS 5
GENERAL UNSECURED CLAIMS OTHER THAN NOTEHOLDER CLAIMS
Individualized information will be placed on each Ballot setting
forth the name and address of the claimholder, and the claim
amount such holder is entitled to vote against the Debtors.
TL Administration Corporation (f/k/a Twinlab Corporation) and certain of its
direct and indirect subsidiaries, as debtors and debtors in possession (collectively, the
“Debtors”), are soliciting votes with respect to the First Amended Joint Plan of Liquidation of
TL Administration Corporation (f/k/a Twinlab Corporation), TL Administratio n Inc. (f/k/a Twin
Laboratories Inc.), and TL Administration (UK) Ltd. (f/k/a Twin Laboratories (UK) Ltd.) Under
Chapter 11 of the Bankruptcy Code, dated May 25, 2005 (as same may be amended, the “Plan”),
from the holders of impaired claims in Class 5 under the Plan.
THIS BALLOT IS TO BE USED FOR VOTING BY HOLDERS OF
CLASS 5 GENERAL UNSECURED CLAIMS OTHER THAN CLAIMS IN
CONNECTION WITH THE DEBTORS’ SENIOR SUBORDINATED NOTED DUE MAY
2006. FOR A VOTE TO COUNT, IT MUST BE RECEIVED BY THE VOTING AGENTS
BEFORE THE VOTING DEADLINE OF 4:00 P.M., NEW YORK TIME, ON JULY 14,
2005.
THE ABOVE-LISTED CLAIM AMOUNT WILL BE USED FOR VOTING
PURPOSES ONLY AND WILL NOT BE DETERMINATIVE OF, OR OTHERWISE
AFFECT, THE HOLDER’S CLAIM FOR PLAN TREATMENT OR DISTRIBUTION
PURPOSES OR ANY OTHER CHAPTER 11 PURPOSES.
PLEASE COMPLETE THE FOLLOWING:
ITEM 1. Amount of Claim. For purposes of voting to accept or reject the
Plan, the undersigned holds a Class 5 General Unsecured Claim against the Debtors in the
amount set forth above.
ITEM 2. Vote on the Plan. The undersigned holder of a Class 5 General
Unsecured Claim set forth in Item 1 above hereby votes to:
Check one box: ¨ Accept the Plan
¨ Reject the Plan
ITEM 3. Acknowledgements and Certification. By signing this Ballot,
the undersigned acknowledges that the undersigned has been provided with a copy of the First
Amended Disclosure Statement for the Plan, dated May 25, 2005 (as same may be amended, the
“Disclosure Statement”), including all exhibits thereto. The undersigned certifies that (i) this
Ballot is the only Ballot submitted for the General Unsecured Claim listed in Item 1, (ii) it has
full power and authority to vote to accept or reject the Plan with respect to the General
Unsecured Claim listed in Item 1, and (iii) it was the holder of the General Unsecured Claim
listed in Item 1 on May 27, 2005. The undersigned further acknowledges that the Debtors’
solicitation of votes is subject to all terms and conditions set forth in the Disclosure Statement.
Print or Type Name of Claimant:
Social Security or Federal Tax I.D. No. of Claimant:
Signature:
If by Authorized Agent, Name and Title of Agent:
Name of Institution:
Street Address:
City, State, and Zip Code:
Telephone Number:
Date Completed:
VOTING INSTRUCTIONS
FOR COMPLETING THE BALLOT FOR CLASS 5
GENERAL UNSECURED CLAIMS OTHER THAN NOTEHOLDER CLAIMS
a. This Ballot is submitted to you to solicit your vote to accept or reject the Plan,
which is described in the Disclosure Statement. All capitalized terms used but not
defined herein have the meanings ascribed to such terms in the Plan or the
Disclosure Statement. PLEASE READ THE PLAN AND THE
DISCLOSURE STATEMENT CAREFULLY BEFORE COMPLETING
THE BALLOT.
b. The Plan will be accepted by Class 5 if it is accepted by the holders of two-thirds
in amount and more than one-half in number of claims in Class 5 voting on the
Plan. If the Plan is confirmed by the Bankruptcy Court, all holders of interests in,
and any and all other holders of claims against, the Debtors (including those who
abstain or reject the Plan or are not entitled to vote thereon) will be bound by the
confirmed Plan and the transactions contemplated thereby.
c. To have your vote counted, you must complete, sign and return this Ballot so that
it is received by the Voting Agents not later than 4:00 p.m., New York Time, on
July 14, 2005, unless such time is extended in the sole discretion of the Debtors
(the “Voting Deadline”). You may use the envelope provided or send the Ballot
by mail, hand delivery or overnight courier to the Voting Agents at the following
address:
TL ADMINISTRATION CORPORATION (F/K/A TWINLAB CORPORATION)
c/o BSI - FBG
757 Third Avenue – 3rd Floor
New York, New York 10017
(646) 282-2500
Ballots will not be accepted by telecopy or facsimile transmission.
d. To properly complete the Ballot, you must follow the procedures described
below:
i. make sure that the information required in Item 1 is correct;
ii. cast one vote to accept or reject the Plan by checking the appropriate box
in Item 2;
iii. if you are completing this Ballot on behalf of another person or entity,
indicate your relationship with such person or entity and the capacity in
which you are signing and submit satisfactory evidence of your authority
to so act (e.g., a power of attorney or a certified copy of board resolutions
authorizing you to so act);
iv. if you also hold claims in a Class other than Class 5, you may receive
more than one Ballot, labeled for a different Class of claims. Your vote
will be counted in determining acceptance or rejection of the Plan by a
particular Class of claims only if you complete, sign and return the Ballot
labeled for that Class of claims in accordance with the instructions on that
Ballot;
v. if you submit more than one Ballot voting the same claim prior to the
Voting Deadline, then the last timely filed Ballot shall be counted;
vi. if you believe that you have received the wrong Ballot, please contact the
Voting Agents immediately;
vii. sign and date your Ballot;
viii. provide your name and mailing address; and
ix. return your Ballot to the Voting Agents by using the enclosed
pre-addressed return envelope and mailing it to the Voting Agents before
the Voting Deadline of 4:00 p.m., New York Time, on July 14, 2005.
ANY BALLOT WHICH IS EXECUTED AND RETURNED BUT
WHICH (a) DOES NOT INDICATE AN ACCEPTANCE OR REJECTION OF
THE PLAN OR (b) INDICATES BOTH AN ACCEPTANCE AND REJECTION
OF THE PLAN, WILL NOT BE COUNTED.
IF A BALLOT IS DAMAGED OR LOST, FOR ADDITIONAL
COPIES OF THE DISCLOSURE STATEMENT, OR FOR ANY QUESTIONS
CONCERNING VOTING PROCEDURES, YOU MAY CONTACT THE VOTING
AGENTS AT THE FOLLOWING ADDRESS AND TELEPHONE NUMBER:
TL ADMINISTRATION CORPORATION (F/K/A TWINLAB CORPORATION)
c/o BSI - FBG
757 Third Avenue – 3rd Floor
New York, New York 10017
(646) 282-2500
EXHIBIT C
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
In re :
: 04 MD 1598 (JSR)
EPHEDRA PRODUCTS LIABILITY :
LITIGATION. :
:
:
:
---------------------------------------------------------------x
PERTAINS TO ALL CASES
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
In re :
: Chapter 11 Case No.
TL ADMINISTRATION CORPORATION, :
et al. (f/k/a TWINLAB CORPORATION, et al.), : 03-15564 (RDD)
:
: (Jointly Administered)
Debtors. :
---------------------------------------------------------------x
BALLOT FOR CLASS 5 NOTEHOLDER CLAIMS
TL Administration Corporation (f/k/a Twinlab Corporation) and certain of its direct and
indirect subsidiaries, as debtors and debtors in possession (collectively, the “Debtors”), are soliciting
votes with respect to the First Amended Joint Plan of Liquidation of TL Administration Corporation
(f/k/a Twinlab Corporation), TL Administration Inc. (f/k/a Twin Laboratories Inc.), and TL
Administration (UK) Ltd. (f/k/a Twin Laboratories (UK) Ltd.) Under Chapter 11 of the Bankruptcy
Code, dated May 25, 2005 (as same may be amended, the “Plan”), from the holders of impaired Class 5
General Unsecured Claims in connection with the Debtors’ senior subordinated notes (the “Notes”) due
May 2006 (“Noteholder Claims”) under the Plan.
THIS BALLOT IS TO BE USED FOR VOTING BY HOLDERS OF CLASS 5
NOTEHOLDER CLAIMS. FOR A VOTE (OR THE MASTER BALLOT CAST ON ITS
BEHALF) TO COUNT, THE VOTE MUST BE RECEIVED BY THE VOTING AGENTS
BEFORE THE VOTING DEADLINE OF 4:00 P.M., NEW YORK TIME, ON JULY 14, 2005.
IF THE RETURN ENVELOPE INCLUDED WITH YOUR SOLICITATION
PACKAGE WAS ADDRESSED TO YOUR NOMINEE (AS DEFINED BELOW IN THE
INSTRUCTIONS), PLEASE ALLOW ENOUGH TIME FOR YOUR NOMINEE TO SUBMIT
YOUR VOTE ON A MASTER BALLOT.
THE CLAIM AMOUNT LISTED BELOW WILL BE USED FOR VOTING
PURPOSES ONLY AND WILL NOT BE DETERMINATIVE OF, OR OTHERWISE AFFECT,
NY2:\1539953\03\X08H03!.DOC\78300.0003
THE HOLDER’S CLAIM FOR PLAN TREATMENT OR DISTRIBUTION PURPOSES OR
ANY OTHER CHAPTER 11 PURPOSES.
PLEASE COMPLETE THE FOLLOWING:
ITEM 1. Face Amount of Notes. The undersigned hereby certifies that as of May
27, 2005, the undersigned was the Beneficial Owner (or authorized signatory for a Beneficial Owner), or
the Nominee of a Beneficial Owner, of Notes. Notes in the following aggregate unpaid face amount
(insert amount in box below). If your Notes are held by a Nominee on your behalf and you do not know
the face amount held, please contact your Nominee.
Face Amount: $___________________________
ITEM 2. Vote on the Plan. The undersigned holder of a Class 5 Noteholder
Claim set forth in Item 1 above hereby votes to:
Check one box: ¨ Accept the Plan
¨ Reject the Plan
ITEM 3. Certification as to Notes Held in Additional Accounts. By completing
and returning this Ballot, the beneficial owner certifies that either (1) it has not submitted any other
Ballots for other Noteholder Claims held in other accounts or other record na mes or (2) it has provided
the information specified in the following table for all other Noteholder Claims for which it has
submitted additional Ballots, each of which indicates the same vote to accept or reject the Plan (please
use additional sheets of paper if necessary):
ONLY COMPLETE THIS SECTION IF YOU HAVE VOTED CLASS 5 BALLOTS OTHER
THAN THIS BENEFICIAL OWNER BALLOT
Account Number Name of Owner 1 Face Amount of Other
Class 5 Notes Voted
1
Insert your name if the Notes are held by you in record name or, if held in street name, insert the name
of your broker or bank.
NY2:\1539953\03\X08H03!.DOC\78300.0003 2
ITEM 4. Acknowledgements and Certification. By signing this Ballot, the
undersigned acknowledges that the undersigned has been provided with a copy of the First Amended
Disclosure Statement for Plan, dated May 25, 2005 (as same may be amended, the “Disclosure
Statement ”), including all exhibits thereto. The undersigned certifies that (i) this Ballot is the only
Ballot submitted by the undersigned for its General Unsecured Claim listed in Item 1, (ii) it has full
power and authority to vote to accept or reject the Plan with respect to the General Unsecured Claim
listed in Item 1, and (iii) it was the holder of the General Unsecured Claim listed in Item 1 on May 27,
2005. The undersigned further acknowledges that the Debtors’ solicitation of votes is subject to all
terms and conditions set forth in the Disclosure Statement.
Print or Type Name of Claimant:
Social Security or Federal Tax I.D. No. of Claimant:
Signature:
If by Authorized Agent, Name and Title of Agent:
Name of Institution:
Street Address:
City, State, and Zip Code:
Telephone Number:
Date Completed:
NY2:\1539953\03\X08H03!.DOC\78300.0003 3
VOTING INSTRUCTIONS FOR COMPLETING
THE BALLOT FOR CLASS 5 NOTEHOLDER CLAIMS
a. This Ballot is submitted to you to solicit your vote to accept or reject the Plan, which is described
in the Disclosure Statement. All capitalized terms used but not defined herein have the meanings
ascribed to such terms in the Plan or the Disclosure Statement. PLEASE READ THE PLAN
AND THE DISCLOSURE STATEMENT CAREFULLY BEFORE COMPLETING THIS
BALLOT.
b. The Plan will be accepted by Class 5 if it is accepted by the holders of two-thirds in amount and
more than one-half in number of claims in Class 5 voting on the Plan. If the Plan is confirmed
by the Bankruptcy Court, all holders of interests in, and any and all other holders of claims
against, the Debtors (including those who abstain or reject the Plan or are not entitled to vote
thereon) will be bound by the confirmed Plan and the transactions contemplated thereby.
c. To have your vote counted, you must complete, sign and return this Ballot so that it is received
not later than 4:00 p.m., New York Time, on July 14, 2005, unless such time is extended in the
sole discretion of the Debtors (the “Voting Deadline”).
IF THE RETURN ENVELOPE INCLUDED WITH YOUR SOLICITATION PACKAGE
WAS ADDRESSED TO YOUR NOMINEE (AS DEFINED BELOW), PLEASE ALLOW
ENOUGH TIME FOR YOUR NOMINEE TO SUBMIT YOUR VOTE ON A MASTER BALLOT
(PLEASE SEE INSTRUCTION (x)(1), BELOW).
The Voting Agents are:
TL ADMINISTRATION CORPORATION (F/K/A TWINLAB CORPORATION)
c/o BSI - FBG
757 Third Avenue – 3rd Floor
New York, New York 10017
(646) 282-1800
Ballots will not be accepted by telecopy or facsimile transmission.
d. To properly complete the Ballot, you must follow the procedures described below:
i. complete item 1;
ii. cast one vote to accept or reject the Plan by checking the appropriate box in Item 2;
iii. provide the information required by Item 3, if applicable to you;
iv. if you are completing this Ballot on behalf of another person or entity, indicate your
relationship with such person or entity and the capacity in which you are signing and submit
satisfactory evidence of your authority to so act (e.g., a power of attorney or a certified copy
of board resolutions authorizing you to so act);
v. if you also hold claims in a Class other than Class 5, you may receive more than one Ballot,
labeled for a different Class of claims. Your vote will be counted in determining acceptance
or rejection of the Plan by a particular Class of claims only if you complete, sign and return
the Ballot labeled for that Class of claims in accordance with the instructions on that Ballot;
NY2:\1539953\03\X08H03!.DOC\78300.0003 4
vi. if you submit more than one Ballot voting the same claim prior to the Voting Deadline, then
the last timely filed Ballot shall be counted;
vii. if you believe that you have received the wrong Ballot, please contact the Voting Agents
immediately;
viii. sign and date your Ballot;
ix. provide your name and mailing address; and
x. return your Ballot to the:
1. to the broker, bank, or other nominee; or as the agent of a broker, bank, or other nominee
(each of the foregoing, a “Nominee”), if the Notes are held in “street name” through a
Nominee (unless the ballot has already been signed, or “prevalidated,” by the Nominee),
by using the enclosed pre-addressed return envelope and mailing it in sufficient time for
the Nominee to then forward your vote on a Master Ballot so as to be received by the
Voting Agents before the Voting Deadline of 4:00 p.m., New York Time, on July 14,
2005. Any ballot submitted to a Nominee will not be counted until such Nominee
properly completes and timely delivers a corresponding Master Ballot to the Voting
Agents;
OR
2. to the Voting Agent s, if your Ballot has already been signed (or “prevalidated”) by your
Nominee, by using the enclosed pre-addressed return envelope and mailing it to the
Voting Agents before the Voting Deadline of 4:00 p.m., New York Time, on July 14,
2005.
IF YOU HAVE BEEN INSTRUCTED TO RETURN YOUR BALLOT TO YOUR
BANK, BROKER, OR OTHER NOMINEE, OR TO THEIR AGENT, YOU MUST RETURN
YOUR BALLOT TO SUCH ENTITY IN SUFFICIENT TIME FOR IT TO BE PROCESSED
AND RETURNED TO THE VOTING AGENTS BEFORE THE VOTING DEADLINE.
ANY BALLOT WHICH IS EXECUTED AND RETURNED BUT WHICH (a)
DOES NOT INDICATE AN ACCEPTANCE OR REJECTION OF THE PLAN OR (b)
INDICATES BOTH AN ACCEPTANCE AND REJECTION OF THE PLAN, WILL NOT BE
COUNTED.
IF A BALLOT IS DAMAGED OR LOST, FOR ADDITIONAL COPIES OF THE
DISCLOSURE STATEMENT, OR FOR ANY QUESTIONS CONCERNING VOTING
PROCEDURES, YOU MAY CONTACT THE VOTING AGENTS AT THE FOLLOWING
ADDRESS AND TELEPHONE NUMBER:
TL ADMINISTRATION CORPORATION (F/K/A TWINLAB CORPORATION)
c/o BSI - FBG
757 Third Avenue – 3rd Floor
New York, New York 10017
(646) 282-1800
NY2:\1539953\03\X08H03!.DOC\78300.0003 5
EXHIBIT D
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
In re :
: 04 MD 1598 (JSR)
EPHEDRA PRODUCTS LIABILITY :
LITIGATION. :
:
:
:
---------------------------------------------------------------x
PERTAINS TO ALL CASES
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
In re :
: Chapter 11 Case No.
TL ADMINISTRATION CORPORATION, :
et al. (f/k/a TWINLAB CORPORATION, et al.), : 03-15564 (RDD)
:
: (Jointly Administered)
Debtors. :
---------------------------------------------------------------x
MASTER BALLOT FOR CLASS 5 NOTEHOLDER CLAIMS
TL Administration Corporation (f/k/a Twinlab Corporation) and certain of its
direct and indirect subsidiaries, as debtors and debtors in possession (collectively, the
“Debtors”), are soliciting votes with respect to the First Amended Joint Plan of Liquidation of
TL Administration Corporation (f/k/a Twinlab Corporation), TL Administration Inc. (f/k/a Twin
Laboratories Inc.), and TL Administration (UK) Ltd. (f/k/a Twin Laboratories (UK) Ltd.) Under
Chapter 11 of the Bankruptcy Code, dated May 25, 2005 (as same may be amended, the “Plan”),
from the holders (“Noteholders”) of impaired Class 5 General Unsecured Claims in connection
with the Debtors senior subordinated notes (“Notes”) due May 2006 (the “Noteholder Claims”)
under the Plan.
THIS MASTER BALLOT IS TO BE USED BY YOU AS A BROKER,
BANK, OR OTHER NOMINEE OF NOTEHOLDERS; OR AS THE AGENT OF A
BROKER, BANK, OR OTHER NOMINEE (EACH OF THE FOREGOING, A
“NOMINEE”); OR AS THE PROXY HOLDER OF A NOMINEE OR NOTEHOLDER
TO TRANSMIT TO THE VOTING AGENTS THE VOTES OF SUCH BENEFICIAL
HOLDERS IN RESPECT OF THEIR CLASS 5 NOTEHOLDER CLAIMS TO ACCEPT
OR REJECT THE PLAN. FOR THE VOTES OF THE BENEFICIAL OWNERS TO
COUNT, THIS MASTER BALLOT MUST BE RECEIVED BY THE VOTING AGENTS
BEFORE THE VOTING DEADLINE OF 4:00 P.M., NEW YORK TIME, ON JULY 14,
2005.
PLEASE COMPLETE THE FOLLOWING:
ITEM 1. Certification of Authority to Vote. The undersigned certifies that
as of the May 27, 2005 (the “Record Date”), the undersigned (please check appropriate box):
¨ Is a broker, bank or other nominee for the Class 5 Noteholder Claims listed in Item 2
below, and is the registered holder of such securities, 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 holder of the Class 5
Noteholder Cla ims listed in Item 2 below, or
¨ Has been granted a proxy (an original of which is annexed hereto) from a broker, bank or
other nominee, or a Noteholder, that is the registered holder of the Class 5 Noteholder
Claim listed in Item 2 below,
and accordingly, has full power and authority to vote to accept or reject the Plan, on behalf of the
Class 5 Noteholder Claim described in Item 2.
ITEM 2. Claim Holder Information. The undersigned certifies that the
schedule set forth below is an accurate listing of the Class 5 Noteholder Claims that have
delivered voting instructions to the undersigned voting to accept or reject the Plan. (Please
complete the beneficial owner summary schedule set forth below. Attach additional schedules as
needed.)
GENERAL UNSECURED CLAIMS OF NOTEHOLDERS SUMMARY
Customer Name or Account No. Face Amount of Class 5 Face Amount of Class 5
for Each Noteholder Claim Notes Accepting the Plan Notes Rejecting the Plan
TOTALS:
ITEM 3. Certification as to Transcription of Information from Item 3 of
Beneficial Owner Ballot. The undersigned certifies that the undersigned has transcribed in the
following table the information, if any, provided by beneficial owners in Item 3 of the beneficial
owner’s original Ballot, identifying any Notes for which such beneficial owners have submitted
other Ballots:
YOUR Account number TRANSCRIBE FROM BALLOT FOR CLASS 5 NOTEHOLDER CLAIMS
for each account that Account Number Name of Owner Face Amount of Other
completed Item 3 of the Class 5 Notes Voted
Class 5 Ballot
By signing this Master Ballot, the undersigned certifies that each Noteholder holding a Class 5
Noteholder Claim listed in Item 2 above, has been provided with a copy of the Disclosure
Statement, including the exhibits thereto, and acknowledges that the solicitation of votes for the
Plan is subject to all the terms and conditions set forth in the Disclosure Statement.
Name of Broker, Bank or other Nominee:
(Print or Type)
Participant Number:
(Print or Type)
Name of Proxy Holder or Agent for Broker, Bank
or Other Nominee (if applicable):
(Print or Type)
Social Security or
Federal Tax I.D. No.:
Signature:
By:
(If Appropriate)
Title:
(If Appropriate)
Street Address:
City, State, Zip Code:
Telephone Number: ( )
(Including Area Code)
Date Completed:
INSTRUCTIONS FOR COMPLETING THE
MASTER BALLOT FOR CLASS 5 NOTEHOLDER CLAIMS
a. To have the vote of the Noteholders for whom you act as nominee count, you
must complete, sign and return this Master Ballot so that it is received by the
Voting Agents not later than 4:00 p.m., New York Time, on July 14, 2005, unless
such time is extended in the sole discretion of the Debtors (the “Voting
Deadline”). You may use the envelope provided or send the Ballot by mail, hand
delivery or overnight courier to the Voting Agents at the following address:
TL ADMINISTRATION CORPORATION (F/K/A TWINLAB CORPORATION)
c/o BSI - FBG
757 Third Avenue – 3rd Floor
New York, New York 10017
(646) 282-1800
Master Ballots will not be accepted by telecopy or facsimile transmission.
b. How to Vote. If you are the Noteholder and you wish to vote such Class 5
Noteholder Claim, you may complete, execute and return to the Voting Agents
either a Ballot for Class 5 Noteholder Claims or a Master Ballot for Class 5
Noteholder Claims. If you are transmitting the votes of any Class 5
Noteholder Claims other than yourself, you may either:
i. Complete and execute the Ballot for Class 5 Noteholder Claims
(other than Item 2 and 3) and deliver to the beneficial owner such
“prevalidated” Ballot for Class 5 Noteholder Claims, along with
the Disclosure Statement and other materials requested to be
forwarded. The beneficial owner should complete Item 2 of that
Ballot and return the completed Ballot to the Voting Agent s so that
it will be received before the Voting Deadline;
OR
ii. For any Ballots for Class 5 Noteholder Claims you do not
“prevalidate”: Deliver the Ballot for Class 5 Noteholder Claims to
the beneficial owner, along with the Disclosure Statement and
other materials requested to be forwarded, and take the necessary
action to enable such beneficial owner to complete and execute
such Ballot voting to accept or reject the Plan, return the
completed, executed Ballot to you in sufficient time to enable you
to complete the Master Ballot and deliver it to the Voting Agents
before the Voting Deadline; and
With respect to all Ballots for Class 5 Noteholder Claims returned to you, you
must properly complete the Master Ballot, as follows:
i. check the appropriate box in Item 1 on the Master Ballot;
ii. indicate the votes to accept or reject the Plan in Item 2 of the
Master Ballot, as transmitted to you by the Noteholders. 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: EACH NOTEHOLDER MUST VOTE
ALL HIS, HER OR ITS CLASS 5 NOTEHOLDER CLAIMS
EITHER TO ACCEPT OR REJECT THE PLAN, AND MAY
NOT SPLIT ITS VOTES. IF ANY NOTEHOLDER HAS
ATTEMPTED TO SPLIT SUCH VOTE, PLEASE CONTACT
THE VOTING AGENTS IMMEDIATELY. Any Ballot or Master
Ballot that is signed, dated and timely received, but does not
indicate acceptance or rejection of the Plan will not be counted for
purposes of voting on the Plan;
iii. review the certifications in Item 3 of the Master Ballot;
iv. sign and date the Master Ballot, and provide the remaining
information requested;
v. if additional space is required to respond to any item on the Master
Ballot, please use additional sheets of paper clearly marked to
indicate the applicable Item of the Master Ballot to which you are
responding;
vi. contact the Voting Agents if you need any additional information;
and
vii. deliver the completed, executed Master Ballot so as to be received
by the Voting Agents before the Voting Deadline. For each
completed, executed Ballot for Class 5 Noteholder Claims returned
to you by a Noteholder, either forward such Ballot (along with
your Master Ballot) to the Voting Agent s or retain such Ballot in
your files for one year from the Voting Deadline.
c. PLEASE NOTE.
i. This Master Ballot is not a letter of transmittal and may not be
used for any purpose other than to cast votes to accept or reject the
Plan. Holders should not surrender, at this time, certificates
representing their securities. Neither the Debtors nor the Voting
Agents will accept delivery of any such certificates surrendered
together with this Master Ballot.
ii. No Ballot or Master Ballot shall constitute or be deemed a proof of
claim or an assertion of a claim.
iii. No fees, commissions, or other remuneration will be payable to
any broker, dealer, or other person for soliciting votes on the plan.
We will, however, reimburse you for customary mailing and
handling expenses incurred by you in forwarding the Ballots and
other enclosed materials to the Class 5 Noteholder Claims held by
you as a nominee or in a fiduciary capacity. We also will pay all
transfer taxes, if any, applicable to the transfer and exchange of
your securities pursuant to and following confirmation of the Plan.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED
DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON THE AGENT
OF THE DEBTORS OR THE VOTING AGENTS, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY
STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE
PLAN, EXCEPT FOR THE STATEMENTS CONTAINED IN THE ENCLOSED
DOCUMENTS.
ANY BALLOT WHICH IS EXECUTED AND RETURNED BUT
WHICH (a) DOES NOT INDICATE AN ACCEPTANCE OR REJECTION OF
THE PLAN OR (b) INDICATES BOTH AN ACCEPTANCE AND REJECTION
OF THE PLAN, WILL NOT BE COUNTED.
IF A BALLOT IS DAMAGED OR LOST, FOR ADDITIONAL
COPIES OF THE DISCLOSURE STATEMENT, OF FOR ANY QUESTIONS
CONCERNING VOTING PROCEDURES, YOU MAY CONTACT THE VOTING
AGENTS AT THE FOLLOWING ADDRESS AND TELEPHONE NUMBER:
TL ADMINISTRATION CORPORATION (F/K/A TWINLAB CORPORATION)
c/o BSI - FBG
757 Third Avenue – 3rd Floor
New York, New York 10017
(646) 282-1800
EXHIBIT E
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
In re :
: 04 MD 1598 (JSR)
EPHEDRA PRODUCTS LIABILITY :
LITIGATION. :
:
:
:
---------------------------------------------------------------x
PERTAINS TO ALL CASES
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
In re :
: Chapter 11 Case No.
TL ADMINISTRATION CORPORATION, :
et al. (f/k/a TWINLAB CORPORATION, et al.), : 03-15564 (RDD)
:
: (Jointly Administered)
Debtors. :
---------------------------------------------------------------x
NOTICE OF ORDER (I) APPROVING DEBTORS’ FIRST AMENDED DISCLOSURE
STATEMENT, (II) ESTABLISHING RECORD HOLDER DATE, (III) APPROVING
SOLICITATION PROCEDURES, FORMS OF BALLOTS, AND MANNER OF NOTICE,
AND (IV) FIXING DATE, TIME AND PLACE FOR CONFIRMATION HEARING IN
RESPECT OF CONFIRMATION OF THE DEBTORS’ FIRST AMENDED JOINT PLAN
OF LIQUIDATION AND DEADLINE FOR FILING OBJECTIONS THERETO
TO ALL CREDITORS, EQUITY INTEREST HOLDERS AND PARTIES IN INTEREST,
PLEASE TAKE NOTICE THAT:
1. On [____], 2005, the Bankruptcy Court approved the First Amended Disclosure Statement
for the First Amended Joint Plan of Liquidation of TL Administration Corporation (f/k/a
Twinlab Corporation), TL Administration Inc. (f/k/a Twin Laboratories Inc.), and TL
Administration (UK) Ltd. (f/k/a Twin Laboratories (UK) Ltd.) Under Chapter 11 of the
Bankruptcy Code, dated May 25, 2005 (as same may be amended, the “Disclosure
Statement ”), filed by TL Administration Corporation (f/k/a Twinlab Corporation) and
certain of its direct and indirect subsidiaries, as debtors and debtors in possession
(collectively, the “Debtors”), as containing adequate information within the meaning of
section 1125 of the Bankruptcy Code. Capitalized terms used herein but not defined have
the meaning ascribed to such terms in the Plan.
NY2:\1539964\06\X08S06!.DOC\78300.0003
2. All persons and entities (except beneficial owners of the Debtors’ senior subordinated notes
due May 2006 in street name, who may be returning ballots to their nominee) entitled to
vote on the First Amended Joint Plan of Liquidation of TL Administration Corporation
(f/k/a Twinlab Corporation), TL Administration Inc. (f/k/a Twin Laboratories Inc.), and TL
Administration (UK) Ltd. (f/k/a Twin Laboratories (UK) Ltd.) Under Chapter 11 of the
Bankruptcy Code, dated May 25, 2005 (as same may be amended, the “Plan”), shall deliver
their Ballots by mail, hand delivery or overnight courier no later than 4:00 p.m., New York
Time, on July 14, 2005 (the “Voting Deadline”) to the Voting Agents at:
TL ADMINISTRATION CORPORATION (F/K/A TWINLAB CORPORATION)
c/o BSI - FBG
757 Third Avenue – 3rd Floor
New York, New York 10017
(646) 282-2500
3. The Debtors have the ability to extend the Voting Deadline at their sole discretion.
4. For voting purposes, May 27, 2005 shall be the “Record Date” for the holders of such claims
and interests.
5. The Debtors are mailing the Solicitation Packages, as defined in the Order, to holders of
Claims, as of the Record Holder Date, in the voting Classes.
6. With respect to Ballots submitted by a holder of a Claim:
a. whenever a creditor casts more than one Ballot voting the same Claim(s) before the
Voting Deadline, the last Ballot received before the Voting Deadline shall be
counted;
b. creditors may not split their vote within a Class; thus each creditor shall vote all of
its Claim within a particular Class either to accept or reject the Plan;
c. any Ballot which is otherwise properly completed, executed and timely returned to
the Voting Agents that does not indicate an acceptance or rejection of the Plan, or
that indicates both an acceptance and rejection of the Plan shall not be counted;
d. any Ballot received after the Voting Deadline unless the Debtors shall have granted
in writing an extension shall not be counted;
e. any Ballot that is illegible or contains insufficient information to permit
identification of the claimant shall not be counted;
f. any Ballot cast by a person that does not hold a Claim in a Class that is entitled to
vote to accept or reject the Plan shall not be counted;
g. any Ballot which is returned unsigned shall not be counted; and
h. any Ballot transmitted to the Debtors’ Voting Agents by facsimile or other electronic
means shall not be counted.
NY2:\1539964\06\X08S06!.DOC\78300.0003 2
7. Please take notice that the Disclosure Statement describes, and the Plan includes, the
following releases:
a. Releases of the Settling Third Parties. On the Effective Date, the Debtors, the
Creditors Committee, the Ephedra Claimants Committee, and all Creditors, for
themselves, their successors and assigns, and the Estates, shall fully, finally, and
irrevocably release and forever discharge the Released Parties (listed on Exhibit
A hereto) of and from any and all past, present, and future claims, rights,
actions, demands, injuries, damages, compensation, or Causes of Action of
whatsoever kind or nature, arising out of or otherwise relating to the
manufacture, marketing, sale, distribution, fabrication, advertising, supply,
production, use, or ingestion of ephedra or ephedra-containing products
designed, manufactured, fabricated, sold, supplied, produced, or distributed by
one or more of the Debtors, whether foreseen or unforeseen, known or
unknown, contingent or actual, liquidated or unliquidated, whether in tort or
contract, whether statutory or at common law (including, without limitation,
claims under section 506(c) of the Bankruptcy Code) which they have or may
have as of the Confirmation Date, arising from the beginning of the world up to
the Confirmation Date, provided, however, that such release does not include
claims against the Settling Third Parties (as defined in Exhibit A hereto) in
connection with the Pre -2002 Ephedra PI Claims; provided, further, that such
release does limit the liability of GNC Oldco, Inc. (f/k/a General Nutrition
Companies, Inc.) and its affiliates and assigns, and their insurer, Zurich
American Insurance Company (collectively, “GNC”), in each of the Pre -2002
Ephedra PI Claims to the proceeds of the Debtors’ applicable insurance policy
or policies and further limits the recovery of any holder of a Pre -2002 Ephedra
PI Claim solely to such insurance proceeds in connection with any claim against
GNC.
b. Releases of the Blechmans . On the Effective Date, the Debtors, the Creditors
Committee, the Ephedra Claimants Committee, and all Creditors, for
themselves, their successors and assigns, the Estates, and any person claiming
by, through, or under any of the foregoing will fully, finally, and irrevocably
release and forever discharge Brian Blechman, Dean Blechman, Neil Blechman,
Steve Blechman, Ross Blechman, Robin Blechman, Sharon Blechman, Helena
Blechman, Linda Blechman, and Elyse Blechman (collectively, the
“Blechmans”) of and from any and all claims, rights, actions, demands, injuries,
damages, compensation, or Causes of Action of every kind and nature, whether
foreseen or unforeseen, known or unknown, contingent or actual, liquidated or
unliquidated, whether in tort or contract, whether statutory or at common law
(including, without limitation, claims under section 506(c) of the Bankruptcy
Code and any and all claims of creditors or shareholders of the Debtors) (i)
asserted or that might have been asserted in the Committee Action or the
Declaratory Judgment Complaint, (ii) arising out of or related to the facts and
circumstances alleged in the Committee or Declaratory Judgment Complaint,
(iii) arising from all alleged acts or omissions of every kind, nature, and
description by any of the Blechmans arising out of their management of the
Debtors or related to any of the Debtors, or (iv) based on allegations of product
NY2:\1539964\06\X08S06!.DOC\78300.0003 3
liability, personal injury (whether physical, emotional, or otherwise), wrongful
death, or other statutory claims relating to products manufactured, fabricated,
supplied, advertised, marketed, distributed, and/or sold by the Debtors) which
they have or may have as of the Confirmation Date relating to the Debtors,
arising from the beginning of the world up to the Confirmation Date).
8. Please take notice that the Disclosure Statement describes, and the Plan includes, the
following injunctions against third parties:
All Entities who have held, hold, or may hold Claims against or Equity Interests in any
or all of the Debtors and other parties in interest, along with their respective present or
former employees, agents, officers, directors, or principals, are permanently enjoined,
on and after the Effective Date, with respect to all Claims against, and Equity Interests
in, any of the Debtors from:
a. commencing, conducting, or continuing in any manner, directly or indirectly,
any Cause of Action or other proceeding of any kind against or affecting the
Debtors, the Estates, the Plan Administrator, the Ephedra Personal Injury
Trust, the Ephedra Personal Injury Trustee, Ideasphere, the Released Parties,
the Blechmans, or the property of any of the foregoing;
b. enforcing, levying, attaching (including, without limitation, any prejudgment
attachment), collecting, or otherwise recovering by any manner or means,
whether directly or indirectly, any judgment, award, decree, or order against
the Debtors, the Estates, the Plan Administrator, the Ephedra Personal Injury
Trust, the Ephedra Personal Injury Trustee, Ideasphere, the Released Parties,
the Blechmans, or the property of any of the foregoing;
c. creating, perfecting, or otherwise enforcing in any manner, directly or
indirectly, any encumbrance of any kind against the Debtors, the Estates, the
Plan Administrator, the Ephedra Personal Injury Trust, the Ephedra Personal
Injury Trustee, Ideasphere, the Released Parties, the Blechmans, or against the
property or interests in property of the Debtors;
d. asserting any right of setoff, directly or indirectly, against any obligation due
the Debtors, the Estates, the Plan Administrator, the Ephe dra Personal Injury
Trust, the Ephedra Personal Injury Trustee, Ideasphere, the Released Parties,
the Blechmans, or any of the property of the foregoing, except as contemplated
or allowed by the Plan;
e. acting or proceeding in any manner, in any place whatsoever, that does not
conform to or comply with the provisions of the Plan;
f. commencing, continuing or asserting in any manner any Cause of Action or
other proceeding of any kind with respect to any Claims and Causes of Action
which are extinguished or released pursuant to the Plan, and
g. taking any actions to interfere with the implementation or consummation of the
Plan.
NY2:\1539964\06\X08S06!.DOC\78300.0003 4
All persons will be permanently enjoined, on and after the Effective Date, from
asserting any Claim (i) which is released by such person under the Plan or (ii) for
which the party against whom the Claim is being asserted has received exculpation
under the Plan.
9. The hearing on confirmation of the Plan is scheduled for July 21, 2005 at 2:00 p.m. New
York Time, in Courtroom 14-B, United States District Court for the Southern District of
New York, 500 Pearl Street, New York, New York. This hearing may be adjourned from
time to time without further notice other than an announcement of the adjourned date(s) at
the hearing and at any adjourned hearing(s).
10. Any objection to confirmation of the Plan (i) must be in writing, (ii) must state the name and
address of the objecting party and the amount of its claims or the nature of its interest, (iii)
must state, with particularity, the nature of its objection, (iv) must be filed with the Clerk of
the Bankruptcy Court (with a hard copy delivered directly to the chambers of the Honorable
Jed S. Rakoff, United States District Judge, Daniel Patrick Moynihan United States
Courthouse, 500 Pearl Street, Room 1340, New York, New York 10007-1312, and the
chambers of the Honorable Robert D. Drain, United States Bankruptcy Judge, United States
Bankruptcy Court for the Southern District of New York, One Bowling Green, New York,
New York 10004-1408), together with proof of service and (v) must be served on (i) Weil,
Gotshal & Manges LLP, Attorneys for Debtors and Debtors in Possession, 767 Fifth
Avenue, New York, New York 10153, Attention: Michael P. Kessler, Esq.; (ii) the Office
of the United States Trustee for the Southern District of New York, 33 Whitehall Street, 21st
Floor, New York, New York 10004, Attention: Deirdre A. Martini, Esq. and Richard
Morrissey, Esq.; (iii) Kaye Scholer, LLP, attorneys for the General Unsecured Creditors
Committee, 425 Park Avenue, New York, New York 10022, Attention: Richard G. Smolev,
Esq., (iv) Brown Rudnick Berlack Israels LLP, attorneys for the Official Committee of
Ephedra Claimants, Seven Times Square, New York, New York 10036, Attention: David
Molton, Esq., so as to be received on or before 4:00 p.m., New York Time, on July 14, 2005.
Any confirmation objection not filed and served as set forth herein shall be deemed
waived and may not be considered by the Bankruptcy Court.
Dated: [________], 2005
New York, New York
_______________________________
Michael P. Kessler, Esq. (MPK 7134)
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153-0119
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
Attorneys for Debtors and
Debtors In Possession
NY2:\1539964\06\X08S06!.DOC\78300.0003 5
EXHIBIT A – RELEASED PARTIES
The following “Settling Third Parties” and any current or former employee, agent, representative, officer,
director, member, partner, manager, accountant, attorney, financial advisor, other professional, successor,
and assign of any such Settling Third Party, and any individual, corporation, partnership, limited liability
company, association, joint stock company, joint venture, estate, trust, unincorporated organization, or
government or any political subdivision thereof, or other person or entity claimed to be liable derivatively
through any of the foregoing:
1. Academy, Ltd. 26. GNC Corporation
2. Albertsons Inc., and/or its subsidiaries, 27. GNC Franchising, Inc.
including but not limited to Sav-On 28. H.E.B. Food Stores, Inc.
Drug Stores, Inc. 29. H.E.B., Inc.
3. American International Specialty Lines 30. H.E. Butt Grocery Company
Insurance Company, and any other 31. HEB Grocery Company, L.P.
company corporately affiliated with the 32. MET-Rx USA, Inc.
American International Group (“AIG”) 33. MU Oldco, Inc.
(except to the extent that AIG provides
34. Muscletech Research & Development,
insurance to Debtors or Settling Third
Inc.
Party in the Pre-2002 Ephedra PI Cases
listed on Exhibit C) 35. Nature Food Centres, Inc.
36. Navarro Discount Pharmacies, Inc.
4. Apollo Management, L.P.
37. NBTY, Inc.
5. Bob O’Leary Health Food Distributor
Co., Inc. 38. NFC, Inc., a/k/a Nature Food Centres,
Inc.
6. Contract Pharmacal
39. NMU Oldco, Inc.
7. Europa Sports Products, Inc.
40. Numico USA, Inc.
8. Evergood Products Corporation
41. Nutricia USA
9. Franchising Oldco, Inc.
42. Nutricia USA, Inc.
10. GN OLDCO Corporation (f/k/a General
Nutrition Corporation) 43. Nutrition USA, Inc.
11. GNI OLDCO, Inc. 44. 103rd Street Family Center #105199
12. GNCI OLDCO, Inc. (f/k/a General 45. Pharr Gym
Nutrition Companies, Inc.) 46. Phoenix Laboratories, Inc.
13. General Nutrition Center International, 47. Rexall Sundown, Inc.
Inc. 48. Richardson Labs, Inc.
14. General Nutrition Centers, Inc. 49. R.S. OLDCO, Inc. (f/k/a Rexall
15. General Nutrition Companies, Inc. Sundown, Inc.)
16. General Nutrition Corporation 50. R.L. OLDCO, Inc. (f/k/a Richardson
Labs, Inc.)
17. General Nutrition Distribution, L.P.
18. General Nutrition Distribution Company 51. Royal Numico NV
19. General Nutrition Center Store #105199 52. Sav-On Drug Stores, Inc.
20. General Nutrition Center Store #100340 53. Styrka Botanics Co., Inc.
21. General Nutrition Center Store #106742 54. Summit Sports Club
22. General Nutrition Food Products, Inc. 55. 21st Century Laboratories, Inc.
23. General Nutrition Franchising, Inc. (on 56. Walgreen Co. and each of its
its own behalf and on behalf of all of its subsidiaries
stores and franchisees) 57. Wal-Mart Stores East, LP
24. General Nutrition, Inc. 58. Wal-Mart Stores, Inc.
25. General Nutrition, Incorporated 59. Zurich American Insurance Company
NY2:\1539964\06\X08S06!.DOC\78300.0003
EXHIBIT F
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
In re :
: 04 MD 1598 (JSR)
EPHEDRA PRODUCTS LIABILITY :
LITIGATION. :
:
:
:
---------------------------------------------------------------x
PERTAINS TO ALL CASES
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
In re :
: Chapter 11 Case No.
TL ADMINISTRATION CORPORATION, :
et al. (f/k/a TWINLAB CORPORATION, et al.), : 03-15564 (RDD)
:
: (Jointly Administered)
Debtors. :
---------------------------------------------------------------x
NOTICE OF NON-VOTING STATUS FOR FIRST AMENDED JOINT PLAN OF
LIQUIDATION OF TL ADMINISTRATION CORPORATION (F/K/A TWINLAB
CORPORATION), TL ADMINISTRATION, INC. (F/K/A TWIN LABORATORIES INC.)
AND TL ADMINISTRATION (UK) LTD. (F/K/A TWIN LABORATORIES (UK) LTD.)
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
TO HOLDERS OF CLASS 1 SECURED CLAIMS, CLASS 2 PRIORITY NON-TAX
CLAIMS, AND CLASS 3 PRE-2002 EPHEDRA PI CLAIMS, PLEASE TAKE NOTICE
THAT:
1. On May 25, 2005, TL Administration Corporation (f/k/a Twinlab Corporation) and certain of
its direct and indirect subsidiaries, as debtors and debtors in possession (collectively, the
“Debtors”), filed the First Amended Joint Plan of Liquidation of TL Administration
Corporation (f/k/a Twinlab Corporation), TL Administration Inc. (f/k/a Twin Laboratories
Inc.), and TL Administration (UK) Ltd. (f/k/a Twin Laboratories (UK) Ltd.) Under Chapter
11 of the Bankruptcy Code (as same may be amended, the “Plan”) and the First Amended
Disclosure Statement for the First Amended Joint Plan of Liquidation of TL Administration
Corporation (f/k/a Twinlab Corporation), TL Administration Inc. (f/k/a Twin Laboratories
Inc.), and TL Administration (UK) Ltd. (f/k/a Twin Laboratories (UK) Ltd.) Under Chapter
11 of the Bankruptcy Code (as same may be amended, the “Disclosure Statement ”). On
NY2:\1539958\05\X08M05!.DOC\78300.0003
[_____], 2005, the Bankruptcy Court1 approved the Disclosure Statement as containing
adequate information within the meaning of section 1125 of title 11 of the United States
Code (the “Bankruptcy Code”).
2. IF YOU HOLD A CLASS 1 SECURED CLAIM, the Plan provides as follows: Except to
the extent that the ho lder of an Allowed Secured Claim agrees to less favorable treatment or
that such Allowed Secured Claim has previously been satisfied by the Debtors, on the later of
the Effective Date or the date such Secured Claim becomes an Allowed Secured Claim, or as
soon thereafter as is reasonably practicable, each holder of an Allowed Secured Claim shall
receive, at the option of the Debtors, and in full satisfaction of such Claim, either (i) Cash in
an amount equal to one hundred percent (100%) of the unpaid amount of such Allowed
Secured Claim, (ii) the proceeds of the sale or disposition of the Collateral securing such
Allowed Secured Claim to the extent of the value of the holder’s secured interest in the
Allowed Secured Claim, net of the costs of disposition of such Collateral, (iii) the Collateral
securing such Allowed Secured Claim, (iv) treatment that leaves unaltered the legal,
equitable, and contractual rights to which the holder of such Allowed Secured Claim is
entitled, or (v) such other distribution and/or treatment as necessary to satisfy the
requirements of the Bankruptcy Code for classifying a Class of secured Claims as
unimpaired. In the event the Debtors treat a Claim under clause (i) or (ii) of this Section, the
liens securing such Secured Claim shall be deemed released. AS A HOLDER OF AN
UNIMPAIRED CLAIM UNDER THE PLAN, YOU ARE DEEMED TO HAVE
ACCEPTED THE PLAN PURSUANT TO SECTION 1126(f) OF THE
BANKRUPTCY CODE AND ARE NOT ENTITLED TO VOTE TO ACCEPT OR
REJECT THE PLAN.
3. IF YOU HOLD A CLASS 2 PRIORITY NON-TAX CLAIM, the Plan provides as
follows: Except to the extent that a holder of an Allowed Priority Non-Tax Claim agrees to a
different treatment of such Claim, on the later of the Effective Date and the date such Priority
Non-Tax Claim becomes an Allowed Priority Non-Tax Claim, or as soon thereafter as is
reasonably practicable, each holder of an Allowed Priority Non-Tax Claim shall receive, in
full satisfaction of such Claim, an amount in Cash equal to the Allowed amount of such
Priority Non-Tax Claim. AS A HOLDER OF AN UNIMPAIRED CLAIM UNDER THE
PLAN, YOU ARE DEEMED TO HAVE ACCEPTED THE PLAN PURSUANT TO
SECTION 1126(f) OF THE BANKRUPTCY CODE AND ARE NOT ENTITLED TO
VOTE TO ACCEPT OR REJECT THE PLAN.
4. IF YOU HOLD A CLASS 3 PRE-2002 EPHEDRA PI CLAIM, the Plan provides as
follows: Subject to the following, each Pre-2002 Ephedra PI Claim shall be satisfied in full
in the ordinary course of business from the proceeds of the Debtors’ applicable insurance
policy or policies, as the case may be, at such time as such Pre-2002 Ephedra PI Claim
becomes an Allowed Claim. All Pre-2002 Ephedra PI Claims are Disputed Claims and shall
be determined, resolved, or adjudicated, as the case may be, in a manner as if the Chapter 11
Cases had not been commenced and shall survive the Effective Date as if the Chapter 11
1
Capitalized terms used herein but not defined have the meaning ascribed to such terms in the
Plan.
NY2:\1539958\05\X08M05!.DOC\78300.0003 2
Cases had not been commenced. Upon the determination, resolution or adjudication of any
such Claim as provided herein, such Claim shall be deemed to be an Allowed Pre-2002
Ephedra PI Claim, in the amount or in the manner determined by a Final Order or by a
binding award, agreement or settlement; provided, however, that in addition to the Debtors’
preservation of all rights and defenses respecting any Pre-2002 Ephedra PI Claim that exist
under applicable non-bankruptcy law, (i) any rejection, avoidance, recovery, or other power
or defense available to the Debtors under sections 365, 510 (except subordination), 542, 543,
544, 545, 547, 548, 549, 550, 533 or 724 of the Bankruptcy Code is preserved, and (ii) the
Debtors may object under section 502 of the Bankruptcy Code to any Pre-2002 Ephedra PI
Claim on the ground that (A) such Pre-2002 Ephedra PI Claim was not timely asserted in the
Chapter 11 Cases, (B) such Pre-2002 Ephedra PI Claim is subject to any power or defense
reserved in clause (i) of this sentence and/or is disallowable under section 502(d) of the
Bankruptcy Code, or (C) such Pre-2002 Ephedra PI Claim is disallowable under section
502(e) of the Bankruptcy Code, to the extent that such section is relied on to ensure that there
is no duplication in the Claim of an allegedly subrogated claim, on the one hand, and the
underlying claimant whose Claim allegedly gave rise to the subrogated claim, on the other.
Subject to the foregoing, all Pre-2002 Ephedra PI Claims shall be determined and liquidated
under applicable non-bankruptcy law in the administrative or judicial tribunal in which they
are pending as of the Effective Date, or if no such action is pending on the Effective Date, in
any administrative or jud icial tribunal of appropriate jurisdiction. To effectuate the
foregoing, the entry of the Confirmation Order shall, effective as of the Effective Date,
constitute a modification of any stay or injunction under the Bankruptcy Code that would
otherwise preclude the determination, resolution or adjudication of any Pre-2002 Ephedra PI
Claim. Nothing contained in this Section will constitute or be deemed to constitute a waiver
or release of any (i) claim, right or Cause of Action that the Debtors may have against any
Entity in connection with or arising out of any Pre-2002 Ephedra PI Claim, including, but not
limited to, any rights under section 157(b) of title 28, United States Code, or (ii) defense in
any action or proceeding in any administrative or judicial tribunal, including, but not limited
to, with respect to the jurisdiction of such administrative or judicial tribunal, except a defense
to a Claim that was timely asserted in the Chapter 11 Cases and that constitutes a Pre-2002
Ephedra PI Claim where such defense is based on the discharge of section 1141(d) of the
Bankruptcy Code or any release, discharge, or injunction contained in this Plan or the
Confirmation Order. Further, nothing contained in the Plan shall affect the rights of any
Settling Third Party (as that term is defined in the Plan) to coverage under the Debtors’
applicable insurance policy or policies with respect to the Pre-2002 Ephedra PI Claims. AS
A HOLDER OF AN UNIMPAIRED CLAIM UNDER THE PLAN, YOU ARE
DEEMED TO HAVE ACCEPTED THE PLAN PURSUANT TO SECTION 1126(f) OF
THE BANKRUPTCY CODE AND ARE NOT ENTITLED TO VOTE TO ACCEPT
OR REJECT THE PLAN.
5. The hearing on confirmation of the Plan is scheduled for July 21, 2005 at 2:00 p.m., New
York Time, in Courtroom 14-B, United States District Court for the Southern District of New
York, 500 Pearl Street, New York, New York. This hearing may be adjourned from time to
time without further notice other than an announcement of the adjourned date(s) at the
hearing and at any adjourned hearing(s).
NY2:\1539958\05\X08M05!.DOC\78300.0003 3
6. Any objection to confirmation of the Plan must (i) be in writing, (ii) state the name and
address of the objecting party and the amount of its claims or the nature of its interest, (iii)
state, with particularity, the nature of the objection, (iv) be filed with the Clerk of the
Bankruptcy Court (with a hard copy delivered directly to the chambers of the Honorable Jed
S. Rakoff, United States District Judge, Daniel Patrick Moynihan United States Courthouse,
500 Pearl Street, Room 1340, New York, New York 10007-1312, and the chambers of the
Honorable Robert D. Drain, United States Bankruptcy Judge, United States Bankruptcy
Court for the Southern District of New York, One Bowling Green, New York, New York
10004-1408), together with proof of service and (v) be served on (i) Weil, Gotshal & Manges
LLP, Attorneys for Debtors and Debtors in Possession, 767 Fifth Avenue, New York, New
York 10153, Attention: Michael P. Kessler, Esq.; (ii) the Office of the United States Trustee
for the Southern District of New York, 33 Whitehall Street, 21st Floor, New York, New
York 10004, Attention: Deirdre A. Martini, Esq. and Richard Morrissey, Esq.; (iii) Kaye
Scholer, LLP, Attorneys for the Creditors’ Committee, 425 Park Avenue, New York, New
York 10022, Attention: Richard G. Smolev, Esq.; and (iv) Brown Rudnick Berlack Israels
LLP, Attorneys for Ephedra Claimants Committee, Seven Times Square, New York, New
York 10036, Attention: David Molton, Esq. so as to be received on or before 4:00 p.m., New
York Time, on July 14, 2005. Any confirmation objection not filed and served as set
forth herein shall be deemed waived and may not be considered by the Bankruptcy
Court.
7. The Debtors will not provide you with a copy of the Disclosure Statement and/or the Plan
unless you request, in writing, to receive a copy of these documents. If you wish to receive
copies of the Disclosure Statement and/or Plan, please direct your written request to: BSI -
FBG, 757 Third Avenue – 3rd Floor, New York, New York 10017. Upon receipt of such
written request, you will be provided with a copy of the Disclosure Statement and/or Plan at
no expense. If, notwithstanding this Notice of Non-Voting Status, you believe that you may
have a claim against the Debtors which entitles you to vote on the Plan, you should
immediately request copies of the Disclosure Statement, the Plan and a Ballot.
Dated: [_____], 2005
New York, New York
_______________________________
Michael P. Kessler, Esq. (MPK 7134)
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153-0119
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
Attorneys for Debtors and
Debtors In Possession
NY2:\1539958\05\X08M05!.DOC\78300.0003 4
EXHIBIT G
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
In re :
: 04 MD 1598 (JSR)
EPHEDRA PRODUCTS LIABILITY :
LITIGATION. :
:
:
:
---------------------------------------------------------------x
PERTAINS TO ALL CASES
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
In re :
: Chapter 11 Case No.
TL ADMINISTRATION CORPORATION, :
et al. (f/k/a TWINLAB CORPORATION, et al.), : 03-15564 (RDD)
:
: (Jointly Administered)
Debtors. :
---------------------------------------------------------------x
NOTICE OF NON-VOTING STATUS FOR FIRST AMENDED JOINT PLAN
OF LIQUIDATION OF TL ADMINISTRATION CORPORATION
(F/K/A TWINLAB CORPORATION), TL ADMINISTRATION, INC.
(F/K/A TWIN LABORATORIES INC.) AND TL ADMINISTRATION (UK) LTD.
(F/K/A TWIN LABORATORIES (UK) LTD.) UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
TO HOLDERS OF CLASS 6 PUNITIVE DAMAGE CLAIMS AND CLASS 7 EQUITY INTERESTS,
PLEASE TAKE NOTICE THAT:
1. On May 25, 2005, TL Administration Corporation (f/k/a Twinlab Corporation) and certain of its direct and
indirect subsidiaries, as debtors and debtors in possession (collectively, the “Debtors”), filed the First
Amended Joint Plan of Liquidation of TL Administration Corporation (f/k/a Twinlab Corporation), TL
Administration Inc. (f/k/a Twin Laboratories Inc.), and TL Administration (UK) Ltd. (f/k/a Twin Laboratories
(UK) Ltd.) Under Chapter 11 of the Bankruptcy Code (as same may be amended, the “Plan”) and the First
Amended Disclosure Statement for the First Amended Joint Plan of Liquidation of TL Administration
Corporation (f/k/a Twinlab Corporation), TL Administration Inc. (f/k/a Twin Laboratories Inc.), and TL
Administration (UK) Ltd. (f/k/a Twin Laboratories (UK) Ltd.) Under Chapter 11 of the Bankruptcy Code (as
same may be amended, the “Disclosure Statement”). On [ ], 2005, the Bankruptcy Court 1 approved the
Disclosure Statement as containing adequate information within the meaning of section 1125 of title 11 of the
United States Code (the “Bankruptcy Code”).
2. IF YOU HOLD A CLASS 6 PUNITIVE DAMAGE CLAIM , the Plan provides as follows: Each holder of
a Punitive Damage Claim shall (i) be subordinated in full to the Claims in Class 1, Class 2, Class 3, Class 4,
and Class 5 and (ii) receive no distribution under the Plan. AS A HOLDER OF AN IMPAIRED CLAIM
UNDER THE PLAN IN WHICH YOU WILL RECEIVE NO DISTRIBUTION, YOU ARE DEEMED
TO HAVE REJECTED THE PLAN PURSUANT TO SECTION 1126(g) OF THE BANKRUPTCY
CODE AND ARE NOT ENTITLED TO VOTE TO ACCEPT OR REJECT THE PLAN.
1
Capitalized terms used herein but not defined have the meaning ascribed to such terms in the Plan.
NY2:\1539962\05\X08Q05!.DOC\78300.0003
3. IF YOU HOLD A CLASS 7 EQUITY INTEREST, the Plan provides as follows: On the Effective Date, or
as soon thereafter as is reasonably practicable, all Equity Interests shall be canceled, at which time one new
share of Holdings common stock shall be issued to the Plan Administrator who shall hold such share as
custodian for the benefit of holders of Equity Interests consistent with their former economic entitlement.
Such holders’ beneficial interests in such share of new common stock shall be noncertified and
nontransferable. Holders of Class 7 Equity Interests are not entitled to vote and shall be conclusively deemed
to have rejected the Plan. AS A HOLDER OF AN IMPAIRED INTEREST UNDER THE PLAN IN
WHICH YOU WILL RECEIVE NO DISTRIBUTION, YOU ARE DEEMED TO HAVE REJECTED
THE PLAN PURSUANT TO SECTION 1126(g) OF THE BANKRUPTCY CODE AND ARE NOT
ENTITLED TO VOTE TO ACCEPT OR REJECT THE PLAN.
4. The hearing on confirmation of the Plan is scheduled for July 21, 2005 at 2:00 p.m., New York Time, in
Courtroom 14-B, United States District Court for the Southern District of New York, 500 Pearl Street, New
York, New York. This hearing may be adjourned from time to time without further notice other than an
announcement of the adjourned date(s) at the hearing and at any adjourned hearing(s).
5. Any objection to confirmation of the Plan must (i) be in writing, (ii) state the name and address of the
objecting party and the amount of its claims or the nature of its interest, (iii) state, with particularity, the
nature of the objection, (iv) be filed with the Clerk of the Bankruptcy Court (with a hard copy delivered
directly to the chambers of the Honorable Jed S. Rakoff, United States District Judge, 500 Pearl Street, Room
1340, New York, New York 10007-1312, and the chambers of the Honorable Robert D. Drain, United States
Bankruptcy Judge, United States Bankruptcy Court for the Southern District of New York, One Bowling
Green, New York, New York 10004-1408), together with proof of service and (v) be served on (i) Weil,
Gotshal & Manges LLP, Attorneys for Debtors and Debtors in Possession, 767 Fifth Avenue, New York,
New York 10153, Attention: Michael P. Kessler, Esq.; (ii) the Office of the United States Trustee for the
Southern District of New York, 33 Whitehall Street, 21st Floor, New York, New York 10004, Attention:
Deirdre A. Martini, Esq. and Richard Morrissey, Esq.; (iii) Kaye Scholer, LLP, Attorneys for the Creditors’
Committee, 425 Park Avenue, New York, New York 10022, Attention: Richard G. Smolev, Esq.; and (iv)
Brown Rudnick Berlack Israels LLP, Attorneys for the Ephedra Claimants Committee, Seven Times Square,
New York, New York 10036, Attention: David Molton, Esq. so as to be received on or before 4:00 p.m. New
York Time on July 14, 2005. Any confirmation objection not filed and served as set forth herein shall be
deemed waived and may not be considered by the Bankruptcy Court.
6. The Debtors will not provide you with a copy of the Disclosure Statement and/or the Plan unless you request,
in writing, to receive a copy of these documents. If you wish to receive copies of the Disclosure Statement
and/or Plan, please direct your written request to: BSI - FBG, 757 Third Avenue – 3rd Floor, New York,
New York 10017. Upon receipt of such written request, you will be provided with a copy of the Disclosure
Statement and/or Plan at no expense. If, notwithstanding this Notice of Non-Voting Status, you believe that
you may have a claim against the Debtors which entitles you to vote on the Plan, you should immediately
request copies of the Disclosure Statement, the Plan and a Ballot.
Dated: [_____], 2005
New York, New York
_______________________________
Michael P. Kessler, Esq. (MPK 7134)
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153-0119
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
Attorneys for Debtors and
Debtors In Possession
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