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. __)*
ELOYALTY CORP.
(Name of Issuer)
_______Common Stock, $.01 par value_______
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(Title of Class of Securities)
____290151 307_____
(CUSIP Number)
February 10, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the role 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. 290151 307 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 3,355,300 Shares as of February 10, 2000
BENEFICIALLY 369,145 Shares as of December 31, 2001
OWNED BY ------- ---------------------------------------------
EACH 6. SHARED VOTING POWER
REPORTING 0
PERSON ------- ---------------------------------------------
WITH 7. SOLE DISPOSITIVE POWER
3,355,300 Shares as of February 10, 2000
369,145 Shares as of December 31, 2001
------- ---------------------------------------------
8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,355,300 Shares as of February 10, 2000
369,145 Shares as of December 31, 2001
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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)
7.7% as of February 10, 2000
6.6% as of December 31, 2001
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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
Eloyalty Corp. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices
The principal executive offices of the Company are located at 150 Field
Drive, Suite 250, Lake Forest, Illinois 60045.
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 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, Brookside Management and Mr. Brakeman is 111 Huntington Avenue,
Boston, Massachusetts 02116.
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, $.01 Par Value.
Item 2(e). CUSIP Number
The CUSIP number of the Company's Common Stock, one is 290151 307.
Item 3. If this statement is filed pursuant to ss.ss. 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).
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(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 withss.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance
with ss.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 withss.240.13d-1(b)(1)(ii)(J).
[x] If this statement is filed pursuant toss.240.13d-1(c),
check this box.
Item 4. Ownership
Item 4(a). Amount beneficially owned
As of the close of business on February 10, 2000, the Brookside Fund owned
3,355,300 shares of Common Stock of the Company as a result of a stock spin-off
from Technology Solutions Company. As of the close of business on December 31,
2001 the Brookside Fund owned 369,145* Shares of Common Stock of the Company.
Over the course of 2000 and 2001, the Brookside Fund made certain acquisitions
and dispositions of 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 Management. Mr. Roy Brakeman, III is
the managing member of Brookside Management and thus is 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.
*Represents shares of Common Stock owned upon one-for-ten reverse stock split
effective December 19, 2001.
Item 4(b). Percent of Class
As of the close of business on February 10, 2000, the Brookside Fund owned
7.7% of the Common Stock outstanding of the Company. The aggregate percentage of
Common Stock reported owned by the Brookside Fund is based upon 43,350,000
shares of Common Stock outstanding, based on representations made in the
Company's S-1A filed with the Securities and Exchange Commission on February 8,
2000.
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As of the close of business on December 31, 2001, the Brookside Fund owned
6.6% of the Common Stock outstanding of the Company. The aggregate percentage of
Common Stock reported owned by the Brookside Fund is based upon 5,629,218 shares
of Common Stock outstanding, which is the total number of Common Stock
outstanding as of January 25, 2002 based on representations made by the Company.
Item 4(c). Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
3,355,300 Shares as of February 10, 2000
369,145 Shares as of December 31, 2001
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
3,355,300 Shares as of February 10, 2000
369,145 Shares as of December 31, 2001
(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.
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.
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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: January 31, 2002
BROOKSIDE CAPITAL PARTNERS FUND, L.P.
By: /s/ Domenic Ferrante
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Name: Domenic Ferrante
Title: Managing Director
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