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
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
05873K 10 8
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(CUSIP Number)
December 31, 2001
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(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).
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CUSIP No. 05873K 10 8 13G Page 2 of 6 Pages
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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
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(a) [_]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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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
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8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
613,400 shares
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [_]
10. CERTAIN SHARES*
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2%
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12. TYPE OF REPORTING PERSON*
PN
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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).
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(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
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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
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