-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VK+4aTL9h6h1CSSzqYxgnz10jocicP+DGi5Qv1YGRD8Z5PAT1ji3C8G1KFybq3iS Un+lLp1cjdfVRcMwTLTpqw== 0000927016-02-000848.txt : 20020414 0000927016-02-000848.hdr.sgml : 20020414 ACCESSION NUMBER: 0000927016-02-000848 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BALLY TOTAL FITNESS HOLDING CORP CENTRAL INDEX KEY: 0000770944 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 363228107 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49952 FILM NUMBER: 02543067 BUSINESS ADDRESS: STREET 1: 8700 WEST BRYN MAWR AVENUE STREET 2: SECOND FLOOR CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 7733997656 MAIL ADDRESS: STREET 1: 8700 WEST BRYN MAWR AVENUE STREET 2: SECOND FLOOR CITY: CHICAGO STATE: IL ZIP: 60631 FORMER COMPANY: FORMER CONFORMED NAME: BALLYS HEALTH & TENNIS CORP DATE OF NAME CHANGE: 19940526 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROOKSIDE CAPITAL PARTNERS FUND LP CENTRAL INDEX KEY: 0001028348 IRS NUMBER: 043313066 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: TWO COPLEY PLACE STREET 2: 617-572-3000 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6175723000 MAIL ADDRESS: STREET 1: TWO COPLEY PLACE CITY: BOSTON STATE: MA ZIP: 02116 SC 13G/A 1 dsc13ga.txt BALLY TOTAL FITNESS 13G/A #2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2)* Bally Total Fitness Holding Corporation ------------------------------------------------------------ (Name of Issuer) Common Stock, par value $.01 per share ------------------------------------------------------------ (Title of Class of Securities) 05873K 10 8 ------------------------------------------------------------ (CUSIP Number) December 31, 2001 ------------------------------------------------------------ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------- -------------------- CUSIP No. 05873K 10 8 13G Page 2 of 6 Pages - -------------------------------- -------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brookside Capital Partners Fund, L.P. EIN No.: 04-3313066 - -------------------------------------------------------------------------------- (a) [_] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER NUMBER OF SHARES 613,400 shares BENEFICIALLY -------------------------------------------------------- OWNED BY EACH 6. SHARED VOTING POWER REPORTING 0 PERSON -------------------------------------------------------- WITH 7. SOLE DISPOSITIVE POWER 613,400 shares -------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 613,400 shares - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [_] 10. CERTAIN SHARES* - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- Item 1(a). NAME OF ISSUER The name of the issuer to which this filing on Schedule 13G relates is Bally Total Fitness Holding Corporation (the "Company"). Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES The principal executive offices of the Company are located at 8700 West Bryn Mawr Avenue, Chicago, Illinois 60631. Item 2(a). NAME OF PERSON FILING This Statement is being filed on behalf of Brookside Capital Partners Fund, L.P., a Delaware limited partnership (the "Brookside Fund"). Brookside Capital Investors, L.P., a Delaware limited partnership ("Brookside Investors"), is the sole general partner of the Brookside Fund. Brookside Capital Management, LLC, a Delaware limited liability company ("Brookside Management"), is the sole general partner of Brookside Investors. Mr. Roy Edgar Brakeman, III is the sole managing member of Brookside Management. Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE The principal business address of each of the Brookside Fund, Brookside Investors and Brookside Management is 111 Huntington Avenue, Boston, Massachusetts 02199. Item 2(c). CITIZENSHIP Each of the Brookside Fund, Brookside Investors and Brookside Management is organized under the laws of the State of Delaware. Mr. Brakeman is a citizen of the United States. Item 2(d). TITLE OF CLASS OF SECURITIES The class of equity securities of the Company to which this filing on Schedule 13G relates is Common Stock, par value $.01 per share. Item 2(e). CUSIP Number The CUSIP number of the Company's Common Stock is 05873K 10 8. Item 3. IF THIS STATEMENT IS FILED PURSUANT TO (S)(S) 240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: Not applicable. (a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c). (c) [_] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). 3 (d) [_] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with(S)13d-1(b)(1)(ii)(E). (f) [_] An employee benefit plan or endowment fund in accordance with(S)240.13d-1(b)(1)(ii)(F). (g) [_] A parent holding company or control person in accordance with(S)240.13d-1(b)(1)(ii)(G). (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) [_] Group, in accordance with(S)240.13d-1(b)(1)(ii)(J). [x] IF THIS STATEMENT IS FILED PURSUANT TO(S)240.13D-1(C), CHECK THIS BOX. Item 4. OWNERSHIP Item 4(a). AMOUNT BENEFICIALLY OWNED As of the close of business on December 31, 2001 the Brookside Fund owned 613,400 shares of the Common Stock of the Company. The Brookside Fund acts by and through its general partner, Brookside Investors. Brookside Investors acts by and through its general partner, Brookside Management. Mr. Roy Edgar Brakeman, III is the managing member of Brookside Management and is thus the controlling person of Brookside Management. No person other than the respective owner referred to herein of shares of Common Stock is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of such shares of Common Stock. Item 4(b). PERCENT OF CLASS As of the close of business on December 31, 2001, the Brookside Fund owned 2% of the Common Stock outstanding of the Company. The aggregate percentage of Common Stock reported owned by the Brookside Fund is based upon 29,053,741 shares of Common Stock outstanding, which is the total number of Common Stock outstanding as of September 30, 2001 based on representations made in the Company's quarterly report for the quarter ending September 30, 2001 on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2001. Item 4(c). NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) sole power to vote or to direct the vote: 613,400 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 613,400 (iv) shared power to dispose or to direct the disposition of: 0 4 Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this Statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [X]. Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not Applicable. Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not Applicable. Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not Applicable. Item 9. NOTICE OF DISSOLUTION OF GROUP Not Applicable. Item 10. CERTIFICATION Inasmuch as the reporting persons are no longer the beneficial owners of more than five percent of the number of shares outstanding, the reporting persons have no further reporting obligation under Section 13(d) of the Securities and Exchange Commission thereunder, and the reporting persons have no obligation to amend this Statement if any material change occurs in the facts set forth herein. By signing below, the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Dated: February 14, 2002 BROOKSIDE CAPITAL PARTNERS FUND, L.P. By: /s/ Domenic J. Ferrante ________________________________ Name: Domenic J. Ferrante Title: Managing Director 6 -----END PRIVACY-ENHANCED MESSAGE-----