UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Health Fitness Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
42217V102
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] 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 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).
13G
CUSIP NO. 42217V102
1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wells Fargo & Company
Tax Identification No. 41-0449260
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF (5) SOLE VOTING POWER
SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH (7) SOLE DISPOSITIVE POWER
REPORTING
PERSON (8) SHARED DISPOSITIVE POWER
WITH
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5%
12) TYPE OF REPORTING PERSON
HC
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13G
CUSIP NO. 42217V102
1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wells Fargo Bank Minnesota, National Association
Tax Identification No. 94-1347393
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH (7) SOLE DISPOSITIVE POWER
REPORTING
PERSON (8) SHARED DISPOSITIVE POWER
WITH
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5%
12) TYPE OF REPORTING PERSON
BK
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
DISCLAIMER: Information in this Schedule 13G is provided solely for the purpose
of complying with Sections 13(d) and 13(g) of the Act and regulations
promulgated thereunder, and is not to be construed as an admission that Wells
Fargo & Company or any of its subsidiaries is the beneficial owner of the
securities covered by this Schedule 13G for any purpose whatsoever.
Item 1(a) Name of Issuer:
Health Fitness Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
3600 American Boulevard West
Bloomington, MN 55431
Item 2(a) Name of Person Filing:
1. Wells Fargo & Company
2. Wells Fargo Bank Minnesota, National Association
Item 2(b) Address of Principal Business Office or, if None, Residence:
1. Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94104
2. Wells Fargo Bank Minnesota, National Association
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, MN 55479
Item 2(c) Citizenship:
1. Wells Fargo & Company: Delaware
2. Wells Fargo Bank Minnesota, National Association:
United States
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
42217V102
Item 3 The person filing is a:
1. Wells Fargo & Company: Parent Holding Company in accordance with
240.13d-1(b)(1)(ii)(G)
2. Wells Fargo Bank Minnesota, National Association: Bank as defined in
Section 3(a)(6) of the Act
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Item 4 Ownership:
See Items 5-11 of each cover page. Information as of December 31, 2003.
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 persons have ceased to be beneficial owners 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:
See Attachment A.
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 acquired and are held
in the ordinary course of business and 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.
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: February 2, 2004
WELLS FARGO & COMPANY
By: /s/ Laurel A. Holschuh
-----------------------------------------------
Laurel A. Holschuh, Senior Vice President
and Secretary
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ATTACHMENT A
The Schedule 13G to which this attachment is appended is filed by Wells Fargo &
Company on behalf of the following subsidiaries:
Wells Fargo Bank Minnesota, National Association (1)
-----------------
(1) Classified as a bank in accordance with Regulation 13d-1(b)(1)(ii)(B).
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