-----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, S8o337QRmnSmoqlqJhwbAoJw9BsL1yaX8iedoZq3UNMomVfa94Po0PB8gsSChayz 1NnV4Y7p0rdbCn5kYD9H6g== 0001104659-04-001457.txt : 20040122 0001104659-04-001457.hdr.sgml : 20040122 20040122111055 ACCESSION NUMBER: 0001104659-04-001457 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040122 GROUP MEMBERS: DESTIN CAPITAL PARTNERS, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROWE BURT H JR CENTRAL INDEX KEY: 0001190458 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 946 4TH STREET CITY: ELDORADO STATE: IL ZIP: 62930 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH FITNESS CORP /MN/ CENTRAL INDEX KEY: 0000886432 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 411580506 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46567 FILM NUMBER: 04536860 BUSINESS ADDRESS: STREET 1: 3500 W 80TH ST STREET 2: STE 130 CITY: BLOOMINGTON STATE: MN ZIP: 55431 BUSINESS PHONE: 6128316830 MAIL ADDRESS: STREET 2: 3500 WEST 80TH STREET CITY: BLOOMINGTON STATE: MN ZIP: 55431 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH FITNESS PHYSICAL THERAPY INC DATE OF NAME CHANGE: 19940916 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH FITNESS CORPORATION DATE OF NAME CHANGE: 19940916 SC 13G/A 1 a04-1452_1sc13ga.htm SC 13G/A

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

(Rule 13d-102)

 

Information to be Included in Statements Filed Pursuant to Rule 13d-1(b), (c) and (d)
and Amendments Thereto Filed Pursuant to Rule 13d-2.

 

Under the Securities Exchange Act of 1934
(Amendment No.  2)*

 

Health Fitness Corporation

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

42217V 10 2

(CUSIP Number)

 

December 31, 2003

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

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 the disclosures provided in a prior cover page.

 

The information required in 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.  42217V 10 2

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Burt H. Rowe, Jr.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

**Joint Filing

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,044,002

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
1,044,002

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,044,002

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.4%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

2

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Destin Capital Partners, LLC
33-1032492

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

**Joint Filing

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
FL

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,044,002

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
1,044,002

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,044,002

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.4%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

3

 

Answer every item.  If an item is inapplicable or the answer is in the negative, so state.

 

Item 1.

 

(a)

Name of Issuer
Health Fitness Corporation

 

(b)

Address of Issuer’s Principal Executive Offices
3600 American Boulevard West, Suite 560
Bloomington, MN  55431

 

Item 2.

 

(a)

Name of Person Filing
See Cover Pages Item 1

 

(b)

Address of Principal Business Office or, if none, Residence
P. O. Box 27
Eldorado, IL  62930

 

(c)

Citizenship
See Cover Pages Item 4

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
See Cover Pages

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

 

Item 4.

Ownership

 

See Cover Pages Items 5 through 11

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

 

 

(b)

Percent of class:   

 

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

 

 

 

(ii)

Shared power to vote or to direct the vote    

 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

 

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   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable

 

4

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

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

By signing below I certify that, to the best of my 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.

 

Exhibits:

 

Joint Filing Agreement, dated December 9, 2002, between the Reporting Persons (incorporated by reference to Exhibit 1 to initial Schedule 13G filed December 13, 2002).

 

 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:  January 21, 2004

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Burt H. Rowe, Jr.

 

 

 

Burt H. Rowe, Jr.

 

 

 

 

 

 

DESTIN CAPITAL PARTNERS, LLC

 

 

 

 

 

 

 

 

 

 

By:

/s/ Burt H. Rowe, Jr.

 

 

 

Burt H. Rowe, Jr., Manager

 

 

5

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