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. 1)
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.
||Check the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
This Amendment No. 1 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 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.
Capitalized terms used and not defined herein shall have the meanings assigned to such terms
in the Offer to Purchase.
Item 2. Identity and Background of Filing Person.
Schedule I to the Offer to Purchase is hereby amended and supplemented by (i) adding the
following text to the description of Philip Goss: Mr. Goss will become the Chief Financial Officer
of Trustmark, Parent and the Purchaser as of April 1, 2010. and (ii) deleting the following text
from the description of Paul T. Schuster: Mr. Schuster will become the Chief Financial Officer of
Trustmark, Parent and the Purchaser as of April 1, 2010.
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is amended and supplemented by adding the following information
after the first paragraph under the heading United States Antitrust Laws:
At 9:21 a.m., New York City time, on Friday, February 5, 2010, early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR
Act), applicable to the Offer and the Merger was granted by the Federal Trade Commission.
Accordingly, the condition to the Offer relating to the expiration or termination of the HSR Act
waiting period has been satisfied. On February 5, 2010, Trustmark and the Company issued a joint
press release announcing the termination of the HSR Act waiting period, a copy of which is filed as
Exhibit (a)(5)(C) hereto.
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following
(a)(5)(C) Joint Press Release issued by Trustmark and Health Fitness Corporation on February