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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
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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)
July 22, 1999
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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 7 Pages
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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
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
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SOLE VOTING POWER
5
NUMBER OF 1,182,900
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7
REPORTING 1,182,900
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,182,900 shares
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1%
11
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
PN
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Page 2 of 7
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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. (the "Brookside Fund"). Brookside Capital Investors, L.P., a Delaware
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limited partnership ("Brookside Investors"), is the sole general partner of the
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Brookside Fund. Brookside Capital Investors, Inc., a Delaware corporation
("Brookside Inc."), is the sole general partner of Brookside Investors.
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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
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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
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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
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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
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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
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Name: Domenic Ferrante
Title: Managing Director
