SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
HEALTH FITNESS CORPORATION
(Name of Subject Company)
HEALTH FITNESS CORPORATION
(Name of Person Filing Statement)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Wesley W. Winnekins
Chief Financial Officer and Treasurer
1650 West 82nd Street, Bloomington, MN 55431
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the person filing statement)
Fredrikson & Byron, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, MN 55402
Attention: John A. Satorius, Esq.
Alexander Rosenstein, Esq.
o Check the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
TABLE OF CONTENTS
This Amendment No. 3 to the Solicitation/Recommendation Statement on Schedule 14D-9 (this
Amendment) is filed by Health Fitness Corporation, a Minnesota corporation (the Company). This
Amendment amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9
initially filed by the Company with the Securities and Exchange Commission on January 26, 2010, as
amended by Amendment No. 1 to the Schedule 14D-9 filed by the Company with the Securities and
Exchange Commission on February 5, 2010 and Amendment No. 2 to the Schedule 14D-9 filed by the
Company with the Securities and Exchange Commission on February 12, 2010, and relates to the offer
by Trustco Minnesota, Inc., a Minnesota corporation (the Purchaser), which is a wholly owned
subsidiary of Trustco Holdings, Inc., a Delaware corporation (Parent), which is an indirect
wholly owned subsidiary of Trustmark Mutual Holding Company, an Illinois mutual insurance holding
company (Trustmark), to purchase all of the outstanding shares of common stock of the Company,
par value $0.01 per share (the Shares), at a purchase price of $8.78 per Share in cash, without
interest and less any required withholding taxes, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated January 26, 2010 (together with any amendments and supplements
thereto, the Offer to Purchase) and in the related Letter of Transmittal.
Items 1 through 8.
Items 1 through 8 of the Schedule 14D-9 are hereby amended and supplemented to include the
The Offer expired at 12:00 midnight, New York City time, on February 24, 2010. The Depositary
has advised Parent that, as of the expiration of the Offer, a total of approximately 9,102,844
Shares were validly tendered and not validly withdrawn, representing approximately 89.1% of the
Shares outstanding. All Shares that were validly tendered and not validly withdrawn during the
Offer have been accepted for payment.
Pursuant to the terms of the Merger Agreement, the Purchaser plans to exercise its option (the
Top-Up Option) to purchase directly from the Company an additional number of Shares sufficient
(when combined with the Shares purchased by the Purchaser in the Offer) to give the Purchaser
ownership of at least one Share more than 90% (determined on a fully diluted basis and including
the issuance of the Shares pursuant to exercise of the Top-Up Option) of the outstanding Shares at
a price of $8.78 per Share.
Pursuant to the terms of the Merger Agreement, Parent intends to consummate the Merger in
accordance with the Merger Agreement on or about February 26, 2010. The Merger Agreement provides,
among other things, that the Purchaser will be merged with and into the Company, with the Company
continuing as a wholly owned subsidiary of Parent. Each of the remaining outstanding Shares (other
than (i) Shares owned directly or indirectly by the Company, Parent or the Purchaser, or any of
their respective subsidiaries, which will be canceled and will cease to exist, and (ii) Shares
owned by the Companys shareholders who perfect dissenters rights under Minnesota law) will be
converted into the right to receive $8.78 per Share in cash, without interest and less any required
withholding taxes, which is the same amount per Share that was paid in the Offer. Following the
Merger, the Shares will no longer be listed on the NYSE Amex.
The full text of the press release issued by Trustmark on February 25, 2010 announcing the
expiration and results of the Offer and the anticipated completion of the Merger is filed as
Exhibit (a)(5)(E) hereto and is incorporated herein by reference.
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following
(a)(5)(E) Press Release issued by Trustmark dated February 25, 2010, incorporated by
reference to Exhibit (a)(5)(E) to Trustmarks Amendment No. 2 to the Tender Offer Statement on
Schedule TO, dated February 25, 2010.