-----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, SCDlNh9tiTMGcmddIq47Dp4oYOzZKyIDwg9nHiqrGxMX7esXXOObM3hQXSFo2xxp us+/LWEmH2UwD6JrWYnKPw== 0000927016-99-002818.txt : 19990809 0000927016-99-002818.hdr.sgml : 19990809 ACCESSION NUMBER: 0000927016-99-002818 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990806 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 SEC ACT: SEC FILE NUMBER: 005-47769 FILM NUMBER: 99679236 BUSINESS ADDRESS: STREET 1: 8700 WEST BRYN MAWR AVENUE CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 7733803000 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 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 043313066 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G 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 1 SCHEDULE 13G 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. __)* 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) July 22, 1999 ------------------------------------------------------- (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 7 Pages - -------------------------- -------------------------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS. 1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Brookside Capital Partners Fund, L.P. EIN No.: 04-3313066 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 1,182,900 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING 1,182,900 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 1,182,900 shares - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% 11 - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 PN - ------------------------------------------------------------------------------ Page 2 of 7 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. (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 Investors, Inc., a Delaware corporation ("Brookside Inc."), is the sole general partner of Brookside Investors. ------------- 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 Inc. is Two Copley Place, Boston, Massachusetts 02116. Item 2(c). CITIZENSHIP Each of the Brookside Fund, Brookside Investors and Brookside Inc. is organized under the laws of the State of Delaware. 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. Page 3 of 7 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). (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 July 26, 1999, the Brookside Fund owned 1,182,900 shares of the Common Stock outstanding of the Company. The Brookside Fund has the sole power to vote and dispose of the shares of Common Stock. The Brookside Fund acts by and through its general partner, Brookside Investors. Brookside Investors acts by and through its general partner, Brookside Inc. Mr. W. Mitt Romney is the sole shareholder, sole director, President and Chief Executive Officer of Brookside Inc. and thus is the controlling person of Brookside Inc. 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. Page 4 of 7 Item 4(b). PERCENT OF CLASS As of the close of business on July 26, 1999, the Brookside Fund owned 5.1% of the Common Stock outstanding of the Company. The aggregate percentage of Common Stock reported owned by the Brookside Fund is based upon 23,304,249 shares of Common Stock outstanding, which is the total number of Class B Common Stock outstanding as of April 30, 1999 based on disclosure made in the Company's Registration Statement on Form 10-Q filed with the Securities and Exchange Commission on May 17, 1999. Item 4(c). NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) sole power to vote or to direct the vote: 1,182,900 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 1,182,900 (iv) shared power to dispose or to direct the disposition of: 0 Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not Applicable. Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not Applicable. Page 5 of 7 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. Page 6 of 7 Item 10. CERTIFICATION 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: August 4, 1999 BROOKSIDE CAPITAL PARTNERS FUND, L.P. By: /s/ Domenic Ferrante ----------------------------- Name: Domenic Ferrante Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----