UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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CLUB CORPORATION INTERNATIONAL
(Exact name of Registrant as specified in its charter)
NEVADA 75-1311242
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3030 LBJ FREEWAY, DALLAS, TEXAS 75234, (214) 243-6191
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
CLUBCORP COMPREHENSIVE COMPENSATION PLAN
(Full title of Plan)
JOHN H. GRAY
EXECUTIVE VICE PRESIDENT AND
CHIEF ADMINISTRATIVE OFFICER
3030 LBJ FREEWAY, SUITE 700
DALLAS, TEXAS 75234
(214) 243-6191
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Titles of Each Proposed Proposed
Class of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price Per Unit Offering Price (1) Registration Fee
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Common Stock,
.01 par value 1,500,000 shares $1.15 (1) $1,725,000 $595
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h)(1) of the Securities Act of 1933, as amended,
based on book value of the Common Stock as of March 31, 1996, the latest
practicable date prior to the date of filing this Registration Statement.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1.PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2.REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated by reference in this Registration
Statement, except to the extent that any statement or information therein is
modified or superseded by a statement or information contained in any other
subsequently filed document incorporated herein by reference. Any statement so
modified will not be deemed a part of this Registration Statement, except as
so modified, and any statement so superseded will not be deemed part of this
Registration Statement:
(a) The Registrant's latest Annual Report as of December 31, 1995 and
1994 and for each of the years in the three-year period ended December 31,
1995, filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), which contains audited financial
statements for the Registrant's latest fiscal year.
(b) All other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Exchange Act since the end of the year covered by the audited
financial statements contained in the Annual Report referred to in (a) above.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all of the securities have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Registrant's authorized capital stock consists of 100,000,000 shares of
Common Stock, par value $.01 per share. As of March 31, 1996, there were
85,667,032 shares of Common Stock outstanding and approximately 280
stockholders of record. Holders of Common Stock are entitled to receive
dividends when, as and if declared by the Board of Directors from funds
legally available therefor. Each share of Common Stock entitles the holder
thereof to one vote. Cumulative voting for the election of directors is not
permitted, which means that the holders of a majority of shares voting for the
election of directors can elect all members of the Board of Directors. Except
as otherwise required by applicable law, a majority vote is sufficient for any
action that requires the vote or concurrence of stockholders. Holders of
Common Stock do not have any subscription, redemption or conversion rights.
However, the trustees of the ClubCorp Stock Investment Plan ("SIP") have the
right to require the Registrant to purchase the Common Stock held by the SIP
at the current appraised value as necessary to meet the requirements of the
Employment Retirement Income Security Act and the SIP. Common Stock issued
hereunder is not subject to statutory or other preemptive rights. Upon
liquidation of Registrant, the holders of Common Stock are entitled to share
ratably in the net assets of Registrant remaining after payment of
liabilities. All shares of Common Stock issued and outstanding are fully paid
and non-assessable. Registrant has never paid dividends on the Common Stock,
and no such dividends should be expected in the foreseeable future. Registrant
expects to continue its policy of retaining earnings for use in its business.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Registrant and many of its subsidiaries have adopted charter and/or bylaw
provisions that require such corporations to indemnify, to the maximum extent
permissible under applicable law, each of their directors, officers, employees
and agents against any liability that they may incur in connection with or
resulting from any threatened, pending or completed legal proceeding inquiry
or investigation by reason of the fact that any such person is or was a
director, officer, employee or agent of the corporation. Registrant has
authority under Section 78.751 of Nevada General Corporation Law (the "NGCL")
to indemnify its directors, officers, employees and agents to the extent
provided in such statute. The Articles of Incorporation, as amended, of
Registrant (the "Articles"), provide for indemnification of such persons to
the full extent permitted by the NGCL. The Articles also limit or eliminate
the liabilities of directors and officers to Registrant and its stockholders
in certain circumstances.
As permitted by the NGCL, Registrant maintains an executive liability and
indemnification insurance policy with a limit of liability of $5 million per
policy period. The insurance policy generally covers the wrongful acts of the
directors and officers of Registrant and its subsidiaries (excluding Franklin
and First Federal Financial Corporation). The policy coverage is subject to a
number of exclusions, which include: (1) violations of federal or state
securities laws; (2) violations of federal or state antitrust laws; (3)
violations of federal or state environmental laws; (4) violations of the
Employee Retirement Income Security Act of 1974, as amended; (5) libel or
slander; and (6) stockholder derivative actions. Registrant purchases such
insurance policy on an annual basis, with the current policy period expiring
on October 19, 1997.
ITEM 7. EXEMPTION FOR REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits of this Registration Statement, which Index is incorporated herein by
reference.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13(a) or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described in Item 6, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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Signatures
Pursuant to the requirements of the Securities Act of 1933, the persons who
administer the ClubCorp Comprehensive Compensation Plan have duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized,in the City of Dallas, State of Texas, on this 12th
day of July, 1996.
CLUBCORP COMPREHENSIVE COMPENSATION PLAN
CLUB CORPORATION INTERNATIONAL
Plan Administrator
By: /s/ John H. Gray
Name: John H. Gray
Title: Chief Administrative Officer
and Executive Vice President
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit
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4.1 Articles of Incorporation, as amended, of
Club Corporation International (Filed as
Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 Registration
No. 33-83496)
4.2 Bylaws, as amended, of Club Corporation
International (Filed as Exhibit 3.2 to the
Registration Statement on Form S-1
Registration No. 33-83496)
4.3 ClubCorp Comprehensive Compensation Plan
5.1 Opinion of Hughes & Luce, L.L.P.
15.1 Letter from KPMG Peat Marwick LLP
regarding unaudited interim financial
statements
23.1 Consent of Hughes & Luce, L.L.P.
(contained in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of KPMG Peat Marwick LLP
24.1 Powers of Attorney
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1996 CLUBCORP COMPREHENSIVE COMPENSATION PLAN-PAGE
EXHIBIT 4.3
1996
CLUBCORP COMPREHENSIVE COMPENSATION PLAN
ARTICLE I. ESTABLISHMENT AND PURPOSE
1.1. ESTABLISHMENT. The Company adopts the following ClubCorp Comprehensive
Compensation Plan (the "ClubCorp Plan"), effective January 1, 1996. The
ClubCorp Plan is composed of component plans for certain employee groups, as
appropriate, and as approved by the Board. Such component plans are hereby
adopted as appendices and made a part of this ClubCorp Plan.
1.2. PURPOSE. The purpose of this ClubCorp Plan is to support the critical
objectives of STAR Service by utilizing total compensation targets that allow
for revenue sharing, recognize levels of responsibility within the
organization, consider external competitive factors and measure the caliber of
performance as compared to pre-established and mutually agreed upon criteria.
1.3. OBJECTIVES. The Company is committed to providing competitive
compensation, based on comparisons of relevant jobs and job markets, internal
equity considerations, benefits, privileges and perquisites.
ARTICLE II. DEFINITIONS
2.1. DEFINITIONS. The following terms where capitalized shall have the
meanings set forth below.
(A) "AWARD" means for a given Award Period either the Cash Award or Stock
Award related to Earned Variable Compensation, payable to the Participant as
determined by the Compensation Committee.
(B) "AWARD DATE" means the first day of the Award Period following the Award
Period to which the Award relates.
(C) "AWARD PERIOD" means the time frame that is being measured for purposes of
Award determination.
(D) "BOARD" means the Board of Directors of the Company.
(E) "CASH AWARD" means the portion of compensation paid pursuant to this
ClubCorp Plan which is payable in cash.
(F) "CASH FLOW ANALYSIS REPORT" means the report produced in Dallas (#022-020)
that is prepared at the end of each accounting period showing current and YTD
revenues and expenses.
(G) "CLUBCORP" means Club Corporation International.
(H) "CLUBCORP PLAN" means this document, and all appendices, as amended from
time to time by the Compensation Committee or the Company, and which
supersedes all prior compensation plans.
(I) "COMPENSATION COMMITTEE" means the committee, appointed pursuant to
Section 5.1, which shall administer this ClubCorp Plan in accordance with
Article V hereof.
(J) "COMMON STOCK" means the common stock of ClubCorp authorized prior to or
after the effective date of the ClubCorp Plan, or any class into which such
common stock may hereafter be changed.
(K) "COMPANY" means ClubCorp.
(L) "DISABILITY" means a physical or mental condition of a Participant that
results in the Participant's eligibility for long-term disability benefits
under the Company or an Employer's then existing long-term disability plan.
(M) "EARNED COMPENSATION SCALE" means the scale which defines the percentage
of Total Potential Compensation an eligible Participant could earn, based on
the Participant's annual performance rating, pursuant to the procedure set
forth in the applicable appendices to the ClubCorp Plan.
(N) "EARNED VARIABLE COMPENSATION" means the difference between the Total
Earned Compensation and the total Fixed paid to an eligible Participant
pursuant to the applicable appendix of the ClubCorp Plan.
(O) "EMPLOYER" means each Subsidiary who adopts the ClubCorp Plan.
(P) "FIXED" means the fixed portion of Total Potential Compensation that is
payable in cash each payroll period to an eligible Participant pursuant to the
procedure set forth in the applicable appendices to the ClubCorp Plan.
(Q) "GOMD" means the Total Operating Revenue minus Total Operating Expenses as
reflected on the Cash Flow Analysis Report.
(R) "PARTICIPANT" means an employee of the Company or one of the Subsidiaries
who is designated by the Compensation Committee to become a Participant in the
ClubCorp Plan.
(S) "RESTRICTED STOCK" means Common Stock awarded to the Participant under
this ClubCorp Plan, which is subject to certain restrictions as described in
Section 4 hereof.
(T) "RETIREMENT" means a termination of employment which is treated as normal
or early retirement pursuant to any qualified pension plan maintained by the
Company or an Employer.
(U) "SHARE VALUE" means the fair market value of one share of Common Stock
determined by the Company using a formula based on certain financial measures,
as confirmed quarterly by an independent appraiser.
(V) "STOCK AWARD" means the portion of compensation payable in Restricted
Stock pursuant to the ClubCorp Plan.
(W) "SUBSIDIARY" means a 50 percent or more owned, directly or indirectly,
subsidiary of the Company.
(X) "TERMINATION FOR CAUSE" is defined as violation of the policies of the
Company or any Employer, where stated such violation may be grounds for
termination.
(Y) "TOTAL EARNED COMPENSATION" is defined as the Total Potential Compensation
amount multiplied by the Total Percentage Earned Compensation, or as otherwise
defined in an appendix to the ClubCorp Plan.
(Z) "TOTAL OPERATING EXPENSES" means the total operating expenses of the
Company as determined in accordance with Generally Accepted Accounting
Principles.
(AA) "TOTAL OPERATING REVENUE" means the total operating revenue of the
Company as determined in accordance with Generally Accepted Accounting
Principles.
(BB) "TOTAL PERCENTAGE EARNED" means the percentage of Total Potential
Compensation that an eligible Participant earns as a result of the annual
performance evaluation process as defined on the Earned Compensation Scale in
accordance with the applicable appendix to the ClubCorp Plan.
(CC) "TOTAL POTENTIAL COMPENSATION" is calculated as a percentage of the GOMD
and is the target total compensation payable to an eligible Participant for
the year in question, or will be calculated as set forth in the applicable
appendix to this ClubCorp Plan, as may be amended from time to time.
(DD) "VARIABLE COMPENSATION" means the difference between the Total Potential
Compensation and the total Fixed paid to an eligible Participant, in
accordance with the applicable appendix to the ClubCorp Plan.
(EE) "WILLFUL RESIGNATION" is defined as a resignation initiated by the
employee other than termination due to death or Disability.
2.2. GENDER AND NUMBER. Except when otherwise indicated by the context, any
masculine terminology when used in the ClubCorp Plan, or any appendix, shall
also include the feminine gender and the neuter gender, and the definition of
any term in the singular shall also include the plural.
ARTICLE III. PARTICIPATION
3.1. PARTICIPATION. Participation in this ClubCorp Plan shall be limited to
those employees of the Company or an Employer who are designated as
Participants for a given calendar year by the Compensation Committee. The
Compensation Committee may elect not to designate any Participants for a
calendar year. No person shall have an automatic right to be selected as a
Participant for any calendar year, and selection as a Participant for one or
more calendar years does not automatically entitle the employee to become a
Participant for any subsequent calendar year.
ARTICLE IV. AWARD AND PAYMENT
4.1. AWARDS. Awards with respect to a particular Award Period shall be
determined by the Compensation Committee pursuant to the procedures set forth
in the attached appendices. Each calendar year the procedure to be used to
determine Awards will be established by the Compensation Committee, in its
sole discretion. The application of such procedures, including any formula,
modification of the procedure or formula from time to time and determination
of the amount of any and all Awards is within the sole discretion of the
Compensation Committee.
4.2. VESTING. All Cash and Stock Award amounts are fully vested and
nonforfeitable from the Award Date, except as otherwise provided for in an
appendix to the ClubCorp Plan. Any Award to be paid under this ClubCorp Plan
to a Participant who is deceased shall be paid to the Participant's estate.
4.3. CHANGE IN EMPLOYMENT STATUS. Notwithstanding anything to the contrary
contained in this ClubCorp Plan, if a Participant who has been a Participant
in the ClubCorp Plan for a least one day during the Award Period is terminated
for any reason other than Termination for Cause or Willful Resignation prior
to an Award Date, the Participant shall be entitled as of the Award Date to a
prorata portion (as determined by the Compensation Committee) of the Award to
which the Participant would have been entitled if he had continued in
employment until the Award Date. The prorated Award will be one hundred
percent (100%) vested as of the Award Date and shall be paid to the
Participant in cash as soon as practicable following the Award Date. Any part
of the prorated Award that would be otherwise payable as shares of Restricted
Stock will be paid in cash based on the most recent Share Value determined by
the Company prior to the Award Date.
4.4. CHANGE IN POSITION. Notwithstanding anything to the contrary contained
in this ClubCorp Plan, if a Participant who has been a Participant in the
ClubCorp Plan for at least one day during the Award Period ceases to be
eligible to continue to participate in the ClubCorp Plan, but continues in
employment with the Company or a Subsidiary, the Participant shall be entitled
as of the Award Date to a prorata portion (as determined by the Compensation
Committee) of the award to which the Participant would have been entitled if
he had continued in employment without the Change in Position until the Award
Date. The prorated award will be one hundred percent (100%) vested as of the
Award Date and any part of the prorated award deemed to be the Cash Award
shall be paid in cash to the Participant as soon as practicable following the
Award Date. Any part of the prorated award deemed to be the Stock Award shall
be awarded as shares of Restricted Stock based on the most recent Share Value
for the quarter prior to the Award Date.
4.5. AWARD PAYMENTS. Awards will be paid in accordance with the terms and
conditions of the attached appendices to the ClubCorp Plan, as modified by the
provisions of this ClubCorp Plan.
4.6. STOCK AWARDS. If a Participant is entitled to a Stock Award, the number
of shares of Restricted Stock the Participant can receive will be determined
by the Compensation Committee pursuant to the procedure or formula set forth
on the applicable appendix to this ClubCorp Plan. As soon as practicable
following the Award Date, the Compensation Committee shall issue to each
Participant an Award letter documenting the number of whole shares of
Restricted Stock which have been awarded to, or, if applicable, elected by the
Participant. As soon as practicable following the end of the calendar year,
the Compensation Committee shall cause the Company to deliver to the
Participant a certificate representing the cumulative number of the
Participant's vested whole shares of Restricted Stock for the calendar year.
All shares of Restricted Stock awarded to Participants pursuant to this
ClubCorp Plan (including shares received by the holders thereof as a result of
any adjustment pursuant to Section 4.7) shall be subject to the following
restrictions:
(a) The Participant must sign a Stockholder Agreement containing such terms
and conditions as the Treasury Stock Committee of the Company shall determine
from time to time in its sole discretion.
(b) Pursuant to current Company policy (which may be changed at the sole
discretion of the Company), the Restricted Stock may not be sold for three
years following the end of the calendar year during which it was awarded,
except in the event of a financial hardship as described in Section 4.6(c).
(c) Exceptions to the holding requirements set forth in this section for an
event of a financial hardship will be considered by the Compensation Committee
on a case by case basis and shall be subject to the hardship rules as set
forth in 26 U.S.C. Section 401(k) (such as the purchase of a primary
residence, payment of medical expenses for immediate family, post-secondary
tuition and prevention of foreclosure or eviction from principal residence).
The Participant shall be required to submit a letter describing the financial
hardship and supporting documentation to the Compensation Committee or its
designee. If the Compensation Committee determines that the request satisfies
the 401(k) hardship rules, the approved request will be forwarded to the
Treasury Department of ClubCorp. The Participant will be instructed to send
the stock certificate and Sale of Stock memo to the Treasury Department for
purchase by ClubCorp at the most currently available Share Value.
(d) The Company may provide in the Stockholder Agreement for: (I) any other
restrictions on any shares of Restricted Stock used pursuant to this ClubCorp
Plan as it may deem advisable, including, without limitation, restrictions
based on market appreciation of Common Stock, increases in the revenues,
sales, net worth or net earnings of the Company or any Subsidiary, division or
other component thereof, amendments to the ClubCorp Plan, or the attainment of
any other business or financial goal of the Company and (II) such further
restrictions as may be advisable to comply with law, including the
requirements of the Securities Act of 1933, as amended, any stock exchange
upon which such share or shares of the same class are then listed and under
any state securities or other laws applicable to such shares.
4.7. NATURE OF OBLIGATIONS. All amounts payable under this ClubCorp Plan
shall be paid as a general obligation of the Company or an Employer. No
Participant shall have any right, title or interest whatever in or to, or any
preferred claim in or to, any investment reserves, accounts or funds that the
Company or an Employer may purchase, establish or accumulate to aid in
providing the payments described in this ClubCorp Plan. Nothing contained in
this ClubCorp Plan, and no action taken pursuant to its provisions, shall
create or be construed to create a trust or a fiduciary relationship of any
kind between the Company or any Employer and a Participant or any other
person.
4.8. ADJUSTMENTS TO COMMON STOCK. In the event of any share dividend on
Common Stock, any stock split, the issuance of rights to subscribe to
additional Common Stock, or any recapitalization, merger, reorganization or
combination of the Company, a fair and equitable adjustment, as determined
by the Compensation Committee in its sole discretion, shall be made in the
number of shares of Common Stock issued to the Participant.
4.9. TAX WITHHOLDING. The Company or any Employer may withhold or cause to be
withheld from any Award payment any federal, state or local taxes required by
law to be withheld with respect to such payment and such sum as the Company or
an Employer may reasonably estimate as necessary to cover any taxes for which
the Company or an Employer may be liable and which may be assessed with regard
to such payment.
4.10. NONTRANSFERABILITY. No Participant shall have any rights by way of
anticipation or otherwise to assign or otherwise dispose of any interest under
this ClubCorp Plan.
ARTICLE V. ADMINISTRATION
5.1. ADMINISTRATION AND APPOINTMENT. The ClubCorp Plan shall be administered
by the Compensation Committee, which shall be appointed by the Domestic
Operations Committee of the Company. The Domestic Operations Committee of the
Company shall appoint three standing members and three members who shall serve
on the Compensation Committee for a one year term. The standing members shall
consist of the Vice President of Human Resources, the Director of Human
Resources, the Vice President of Finance. The rotating members shall consist
of an Executive Vice President, Regional Vice President and a Regional Human
Resource Manager. The Domestic Operations Committee may remove any committee
member at any time, with or without cause, and shall appoint successors to any
removed or resigned members.
5.2. COMMITTEE AUTHORITY. The Compensation Committee shall have the right to
execute all powers reserved to the Board of the Company by this ClubCorp Plan
to the extent delegated in writing to the Compensation Committee by the Board.
The determination of the Compensation Committee as to any disputed questions
of construction and interpretation shall be final, binding and conclusive upon
all persons. The Compensation Committee's determinations as to which
employees shall become Participants in the ClubCorp Plan for a particular
calendar year and the Awards made shall be final, binding and conclusive upon
all persons. The Compensation Committee shall have the right to delegate any
of its powers or duties under the ClubCorp Plan and the person to whom any
such powers or duties are delegated shall have the right to execute such
powers or duties.
5.3. EXPENSES. The expenses of administering the ClubCorp Plan shall be borne
by the Employers.
5.4. INDEMNIFICATION AND EXCULPATION. The members of the Compensation
Committee, officers, directors and employees of the Company and the
Subsidiaries ("Indemnities") shall be indemnified and held harmless by the
Employers against and from any and all loss resulting from liability to which
the Indemnities may be subjected by reason of any act or conduct (except
fraud, willful, intentional, or reckless misconduct) including all expenses
reasonably incurred in their defense in case the Employers fail to provide
such defense.
ARTICLE VI. MERGER, AMENDMENT AND TERMINATION
6.1. MERGER, CONSOLIDATION OR ACQUISITION. In the event of a merger,
consolidation or acquisition where the Company is not the surviving
corporation, unless the successor or acquiring corporation shall elect to
terminate the ClubCorp Plan, this ClubCorp Plan shall continue.
6.2. AMENDMENT AND TERMINATION. The Company expressly reserves the right to
amend the ClubCorp Plan at any time and in any manner, including the making of
retroactive amendments, and the right to terminate the ClubCorp Plan at any
time; provided, however, that in the event of an amendment or termination of
the ClubCorp Plan, Awards previously awarded by the Compensation Committee,
pursuant to Section 4.1 hereof, shall continue to be obligations of the
Company and the Employers and shall be paid as provided under Section 4.2
hereof except as may be prohibited by or as necessary to comply with any
applicable law.
ARTICLE VII. MISCELLANEOUS
7.1. SEVERABILITY. In the event any provisions of the ClubCorp Plan shall be
held invalid or illegal for any reason, any illegality or invalidity shall not
affect the remaining parts of the ClubCorp Plan, but the ClubCorp Plan shall
be construed and enforced as if the illegal or invalid provision had never
been inserted, and the Company shall have the privilege and opportunity to
correct and remedy such questions of illegality or invalidity by amendment as
provided in the ClubCorp Plan.
7.2. APPLICABLE LAW. This ClubCorp Plan shall be governed and construed in
accordance with the laws of the State of Texas.
7.3. CLUBCORP PLAN NOT AN EMPLOYMENT CONTRACT. This ClubCorp Plan is not an
employment contract. It does not give any person the right to be continued in
employment, and all employees remain subject to change of salary, transfer,
change of job, discipline, layoff, discharge or any other change of employment
status.
ARTICLE VIII. PARTICIPATION BY EMPLOYERS
8.1. ADOPTION OF CLUBCORP PLAN BY SUBSIDIARY. Any Subsidiary, whether or not
presently existing, may adopt this ClubCorp Plan with the consent of the
Company. Adoption by a Subsidiary shall be accomplished in such manner as is
specified by the Company from time to time.
8.2. RIGHTS AND OBLIGATIONS OF THE COMPANY AND THE EMPLOYERS. Throughout this
instrument, a distinction is purposely drawn between rights and obligations of
the Company and the rights and obligations of the Employers. The rights and
obligations specified as belonging to the Company shall belong solely to the
Company. Any failure by an Employer to fulfill its own obligations under this
ClubCorp Plan shall have no effect upon any other Employer.
8.3. WITHDRAWAL FROM CLUBCORP PLAN. Any Employer may withdraw from the
ClubCorp Plan upon giving the Company at least sixty (60) days' notice in
writing of its intention to withdraw. Such withdrawal shall terminate all
obligations of the withdrawn Employer under the ClubCorp Plan as of the date
the Company accepts the Employer's withdrawal. An Employer may withdraw from
this ClubCorp Plan without affecting any other Employer, provided, however,
that in the event of a withdrawal by an Employer, obligations of that
Employer, as well as the Company and the remaining Employers, if any, as to
Awards previously awarded by the Compensation Committee, pursuant to Section
4.1 hereof, shall continue to be obligations of the Company and the Employers,
including the withdrawing Employer and shall be paid as provided under Section
4.2 hereof except as may be prohibited by or as necessary to comply with any
applicable law.
IN WITNESS WHEREOF, Club Corporation International has caused this instrument
to be executed on this ___ day of _____________, 1996.
CLUB CORPORATION INTERNATIONAL
BY: ________________________________
TITLE: _____________________________
APPENDIX A: CLUBCORP MANAGER
COMPENSATION PLAN
I. PLAN DESIGN
A. RELATIONSHIP TO THE CLUBCORP PLAN. This ClubCorp Manager Compensation Plan
(the "Manager Plan") is a part of and is governed by the terms and conditions
of the ClubCorp Plan. All terms which are initially capitalized in the
Manager Plan and are not defined in the Manager Plan, have the same meaning as
the terms defined in the ClubCorp Plan.
B. GENERAL PLAN DESCRIPTION. The Manager Plan is designed to encourage focus
on the critical elements of the Club Manager position (as defined on the
performance evaluation form) and to recognize and reward unit level financial
and qualitative performance. Financial performance is generally measured by
GOMD performance, referred to as the Partner Plan. The Partner Plan is an
annual ClubCorp Plan and earnings are distributed once a year. In development
or redevelopment clubs and in some cases management agreement clubs, specific
financial targets are established as the measure of financial performance and
this approach is referred to as the Target Plan. The Target Plan is an annual
ClubCorp Plan and earnings are distributed annually. Total Potential
Compensation targets are established for both ClubCorp Plans by evaluating the
market value and complexity of the position, the size of the property, and the
earnings history achieved at each property. Actual earnings are distributed
to Participants in the form of Cash Awards and Stock Awards.
C. ELIGIBILITY. All Club Managers, to the extent designated as Participants
pursuant to Section 3.1 of the ClubCorp Plan, shall participate in the Manager
Plan, subject to the terms and conditions of the ClubCorp Plan.
II. COMPONENTS OF COMPENSATION
A. TOTAL POTENTIAL COMPENSATION consists of two components, the Fixed and
Variable Compensation.
B. TOTAL EARNED COMPENSATION equals the percentage of compensation that is
earned based on unit financial performance, modified by the rating of the
performance evaluation. Total Earned Compensation will generally equal 68% to
120% of Total Potential Compensation.
C. OVERACHIEVEMENT is earned by an increase in the amount of GOMD produced or
exceeding financial targets, and receiving consistent above average
performance ratings. For the Partner Plan, Total Potential Compensation is
defined as a percentage of GOMD. For the Target Plan, Total Potential
Compensation is the sum of the established Fixed and the potential earnings
associated with each financial target.
III. PERFORMANCE EVALUATIONS AND AWARD AMOUNTS
Performance evaluations are completed once a year with a mid-year written
progress report. Performance measures are member relations, employee partner
relations and financial partner expectations. The performance rating
determines the percentage of earned Total Potential Compensation. The
performance and earnings scale is shown on the attached example of the
ClubCorp Plan approach. As soon as practical following the close of each
Award Period, the Compensation Committee shall determine the amount of the
Total Earned Compensation, if any, to which each Participant is entitled with
respect to such Award Period.
IV. DISTRIBUTION
The "Fixed" is paid in cash, each payroll period. Earned Variable
Compensation will be paid as a Cash Award and as a Stock Award to the extent
elected by the Participant prior to the Award Date in accordance with
procedures established by the Compensation Committee. The percentage of
Earned Variable Compensation to be paid in Restricted Stock will be elected
annually by the Club Manager. The elected percentage can be 0% to 100%, in
10% increments.
V. CAPITAL EXPANSIONS
The calculation of all Awards made pursuant to the Manager Plan is subject to
modification intended to reflect the appropriate cost of capital. Capital
expansions are expected to generate a 20% return on investment over the life
of a project, a cost of capital of at least 12% has been established by the
New Business Review Committee and will be used to adjust the GOMD percentage
established for Participants of the Partner Plan. The targeted dollar amount
of the established Total Potential Compensation will remain unchanged.
EXAMPLE
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Capital Partner Plan
Expansion Compensation
Detail DetailOriginal Modified
- --------------- ------------------------ -----------
Expansion Cost $1,000,000 GOMD ($)$1,000,000 $1,120,000
Cost of Capital 12% Total Potential$100,000 $ 100,000
Compensation
Expected Return $ 120,000 % of GOMD10% 8.9%
</TABLE>
CAPITAL REPLACEMENTS. When actual capital replacement expense exceeds the
established capital reserve or budget, the excess capital spending will be
reflected as a reduction to the GOMD as outlined in the Capital Replacement
Policy dated April 14, 1995.
PARTNER PLAN EXAMPLE-1996
The partner plan is an annual plan. Performance is evaluated annually and the
year end performance rating is applied to determine annual earnings.
Additionally, a written progress review will be conducted at mid-year to
evaluate progress toward achieving year end goals. The percentage of earned
variable compensation paid in restricted stock will be elected annually by the
Manager. The elected percentage can be 0% to 100% in 10% increments of earned
variable compensation.
- ------------------------------------------------------------------------------
ANNUALIZED GOMD & POTENTIAL COMPENSATION
<TABLE>
<CAPTION>
<S> <C> <C>
Annual GOMD $800,000
========
Total Potential Compensation 10% GOMD $ 80,000
Fixed $ 60,000
--------
Variable $ 20,000
========
</TABLE>
- ------------------------------------------------------------------------------
PERFORMANCE RATING & EARNINGS LEVEL
Annual Performance Rating & Earning Level 3.3 = 86% See Scale Below
- ------------------------------------------------------------------------------
<PAGE>
CALCULATION OF ANNUAL EARNINGS
<TABLE>
<CAPTION>
<S> <C> <C>
GOMD, periods 1 to 13 $ 770,000
ANNUAL PERFORMANCE PERIOD
- ----------------------------------
a Total Earned Potential $77,000 (10% GOMD)
-------
b Total Earned Compensation (86%) $66,220
c Fixed Paid $60,000
-------
d Earned Variable b-c $ 6,220
=======
DISTRIBUTION
- ----------------------------------
e Earned Variable Cash (80%) $ 4,976
f Earned Variable Stock (20%) $ 1,244
</TABLE>
The Manager elected to have 20% of variable compensation paid in stock and 80%
paid in cash. The number of shares issued is determined at the end of the
performance period at the then current stock price. Certificates are issued
annually after the end of the calendar year.
<PAGE>
- ------------------------------------------------------------------------------
PERFORMANCE EVALUATION EARNINGS SCALE
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Rating % Earned Rating % Earned
- --------- ---------- ------ ---------
Below 2.4 Draw Only 3.7 94%
2.4 68% 3.8 96%
2.5 70% 3.9 98%
2.6 72% 4.0 100%
2.7 74% 4.1 102%
2.8 76% 4.2 104%
2.9 78% 4.3 106%
3.0 80% 4.4 108%
3.1 82% 4.5 110%
3.2 84% 4.6 112%
3.3 86% 4.7 114%
3.4 88% 4.8 116%
3.5 90% 4.9 118%
3.6 92% 5.0 120%
</TABLE>
TARGET PLAN EXAMPLE - 1996
The target plan is an annual plan. Financial measures are determined based on
the critical business needs of a particular unit. Performance is evaluated
annually and the year end performance rating is applied to financial
performance levels to determine annual earnings. Additionally, a written
progress review will be conducted at mid-year to evaluate progress toward
achieving year end goals. The percentage of earned variable compensation paid
in restricted stock will be elected annually by the Manager. The elected
percentage can be 0% to 100% in 10% increments of earned variable
compensation.
<PAGE>
- ------------------------------------------------------------------------------
This example applies to a developing property where member enrollments and GOP
improvement are critical. Financial targets are based on the ID plan and GOP
targets.
<TABLE>
<CAPTION>
ANNUALIZED TARGETS
ID's GOP
- -------------------------------- -----------------------
<S> <C> <C> <C>
Target Earnings Target Earnings
- ------------------- ----------- ---------- -----------
65,000 $ 3,000 $ 200,000 $ 3,000
70,000 $ 6,000 $ 220,000 $ 6,000
75,000 $ 9,000 $ 240,000 $ 9,000
75,000 + 10% excess $ 260,000 $ 11,000
$260,000 + 10% excess
</TABLE>
Total Potential Compensation $80,000
Fixed $60,000
Variable $20,000
- ------------------------------------------------------------------------------
PERFORMANCE RATING & EARNINGS LEVEL
Annual Performance Rating & Earning Level 3.3=86% See scale below
- ------------------------------------------------------------------------------
CALCULATION OF FINANCIAL TARGET EARNINGS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. ID Performance $ 70,000
1. Earnings $ 6,000
2. GOP Performance $260,000
2. Earnings $11,000
1+2 $ 17,000
</TABLE>
<PAGE>
CALCULATION OF ANNUAL EARNINGS
<TABLE>
<CAPTION>
<S> <C> <C>
a Total Potential $80,000
=======
b Fixed Pay $60,000
c Financial Target Earnings $17,000
-------
d Total Earned Potential (b+c) $77,000
e Total Earned Compensation (86%) $66,220
=======
f Earned Variable (e-b) $ 6,220
Final Target
Distribution
- ------------
g Earned Variable Cash (80%) $ 4,976
h Earned Variable Stock (20%) $ 1,244
</TABLE>
The Manager elected to have 20% of variable compensation paid in stock and 80%
paid in cash. The number of shares issued is determined at the end of each
performance period at the then current stock price. Certificates are issued
annually after the end of the calendar year.
<PAGE>
- ------------------------------------------------------------------------------
PERFORMANCE EVALUATION EARNINGS SCALE
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Rating % Earned Rating % Earned
- --------- ---------- ------ ---------
Below 2.4 Draw Only 3.7 94%
2.4 68% 3.8 96%
2.5 70% 3.9 98%
2.6 72% 4.0 100%
2.7 74% 4.1 102%
2.8 76% 4.2 104%
2.9 78% 4.3 106%
3.0 80% 4.4 108%
3.1 82% 4.5 110%
3.2 84% 4.6 112%
3.3 86% 4.7 114%
3.4 88% 4.8 116%
3.5 90% 4.9 118%
3.6 92% 5.0 120%
</TABLE>
<PAGE>
APPENDIX B: SENIOR MANAGER COMPENSATION PLAN FOR 1996
I. PLAN DESIGN
A. RELATIONSHIP TO THE CLUBCORP PLAN. This ClubCorp Senior Manager
Compensation Plan for 1996 (the "Senior Manager Plan") is a part of and is
governed by the terms and conditions of the ClubCorp Plan. All terms which
are initially capitalized in the Senior Manager Plan and are not defined in
the Senior Manager Plan, have the same meaning as the terms defined in the
ClubCorp Plan.
B. GENERAL PLAN DESCRIPTION. Variable Compensation only - no Fixed.
C. ELIGIBILITY. All Senior Managers, to the extent designated as
Participants pursuant to Section 3.1 of the ClubCorp Plan, shall participate
in the Senior Manager Plan, subject to the terms and conditions of the
ClubCorp Plan.
II. COMPONENTS OF COMPENSATION
A. VARIABLE COMPENSATION POTENTIAL will range from $1,000 - $15,000. Each
year the Regional Vice Presidents will submit to the Executive Vice President
for approval, their recommendation for the Senior Manager position(s) and the
amount of Variable Compensation Potential based on each Senior Manager's
assignment for the year.
B. THE SENIOR MANAGER WILL HAVE THE ABILITY TO ELECT how the Variable
Compensation would be paid, as a Cash Award and/or Stock Award, with a minimum
vested stock component of 20%. This would be consistent with the other
regional staff members.
III. PERFORMANCE EVALUATIONS AND AWARD AMOUNTS
A performance evaluation form will be developed with 3-5 consistent
categories, creating within each category a variety of performance measures
that Regional Vice Presidents shall use at the beginning of each year to
tailor the performance evaluation form for each Senior Manager based on the
Senior Manager's assignment. The performance evaluation rating will be the
modifier to the Variable Compensation Potential (Variable Compensation
Potential x performance evaluation rating = payout). As soon as practical
following the close of each Award Period, the Compensation Committee shall
determine the amount of Variable Compensation that has been earned.
IV. DISTRIBUTION
Earned Variable Compensation will be paid as a Cash Award and as a Stock Award
to the extent elected by the Participant prior to the Award Date in accordance
with procedures established by the Compensation Committee. The percentage of
Earned Variable Compensation to be paid in Restricted Stock will be elected
annually be the Senior Club Manager. The elected percentage can be 20% to
100%, in 10% increments.
Exhibit 5.1
Hughes & Luce, L.L.P.
[Letterhead]
July 12, 1996
Club Corporation International
3030 LBJ Freeway, Suite 700
Dallas, Texas 75234
Ladies and Gentlemen:
We have acted as special counsel to Club Corporation International, a
Nevada corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of 1,500,000 shares of the
Company's common stock, par value $.01 per share (the "Common Stock"),
issuable upon the exercise of stock options to be granted pursuant to the
ClubCorp Comprehensive Compensation Plan (the "Plan"), as described in the
Registration Statement of the Company on Form S-8 (the "Registration
Statement") filed with the Securities and Exchange Commission.
In rendering this opinion, we have examined and relied upon executed
originals, counterparts or copies of such documents, records and certificates
(including certificates of public officials and officers of the Company) as we
considered necessary or appropriate for enabling us to express the opinions
set forth herein. In all such examinations, we have assumed the authenticity
and completeness of all documents submitted to us as originals and the
conformity to originals and completeness of all documents submitted to us as
photostatic, conformed, notarized or certified copies.
Based on the foregoing, we are of the opinion that such shares of Common
Stock have been duly authorized and, if and when issued and paid for in full
in accordance with the Plan as contemplated by the Registration Statement,
will be validly issued, fully paid, and nonassessable.
Very truly yours,
Hughes & Luce, L.L.P.
Exhibit 15.1
Club Corporation International
Dallas, Texas
Ladies and Gentlemen:
Re: Registration Statement Filed on Form S-8 Regarding the ClubCorp
Comprehensive Compensation Plan
With respect to the subject registration statement, we acknowledge our
awareness of the use therein of our report dated May 6, 1996 related to our
review of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not
considered part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of sections 7 and 11 of the Act.
Very truly yours,
KPMG Peat Marwick LLP
Dallas, Texas
July 12, 1996
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Club Corporation International:
We consent to the use of our report dated February 23, 1996, on the
consolidated financial statements and schedules of Club Corporation
International and subsidiaries as of December 31, 1995 and 1994, and for each
of the years in the three-year period ended December 31, 1995 incorporated
herein by reference. Our report on the consolidated financial statements
refers to a change in the method of accounting for income taxes, certain
investment in debt and equity securities and for the impairment of long-lived
assets and for long-lived assets to be disposed of.
KPMG Peat Marwick LLP
Dallas, Texas
July 12, 1996
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Franklin Federal Bancorp
A Federal Savings Bank:
We consent to the use of our report dated February 5, 1996, on the
consolidated financial statements of Franklin Federal Bancorp, A Federal
Savings Bank (a wholly-owned subsidiary of First Federal Financial
Corporation) and consolidated subsidiaries as of December 31, 1995 and 1994,
and for each of the years in the three-year period ended December 31, 1995
incorporated herein by reference. Our report on the consolidated financial
statements refers to changes in the methods of accounting for income taxes,
certain investments in debt and equity securities and impaired loans.
KPMG Peat Marwick LLP
Austin, Texas
July 12, 1996
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints John H. Gray, James P. McCoy, Jr. and Charles
A. Little, and each of them, his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign the Registration Statement
on Form S-8 relating to the 1996 ClubCorp Comprehensive Compensation Plan and
any and all amendments (including post-effective amendments) to such
Registration Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Power of
Attorney has been signed by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
- ------------------------- ------------------------------------ ------------
/s/ Robert H. Dedman, Sr. May 29, 1996
- -------------------------
Robert H. Dedman, Sr. Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
/s/ James E. Maser May 29, 1996
- -------------------------
James E. Maser Vice Chairman of the Board
/s/ Robert H. Dedman, Jr. May 29, 1996
- -------------------------
Robert H. Dedman, Jr. President, Chief Operating
Officer and Director
/s/ John H. Gray May 29, 1996
- -------------------------
John H. Gray Executive Vice President, Chief
Administrative Officer and Director
(Principal Accounting Officer)
/s/ Mark W. Dietz May 29, 1996
- -------------------------
Mark W. Dietz Executive Vice President and
Director
/s/ Richard S. Poole May 29, 1996
- -------------------------
Richard S. Poole Executive Vice President and
Director
/s/ Randy L. Williams May 29, 1996
- -------------------------
Randy L. Williams Executive Vice President and
Director
/s/ James P. McCoy May 29, 1996
- -------------------------
James P. McCoy Senior Vice President, Chief
Financial Officer and Director
(Principal Financial Officer)
/s/ Terry A. Taylor May 29, 1996
- -------------------------
Terry A. Taylor Senior Vice President, Secretary,
Chief Legal Officer and Director
/s/ Albert E. Chew, III May 29, 1996
- -------------------------
Albert E. Chew, III Senior Vice President and
Director
/s/ Nancy M. Dedman May 29, 1996
- -------------------------
Nancy M. Dedman Director
/s/ Patricia Dedman Dietz May 29, 1996
- -------------------------
Patricia Dedman Dietz Director
/s/ James M. Hinckley May 29, 1996
- -------------------------
James M. Hinckley Director
/s/ Robert H. Johnson May 29, 1996
- -------------------------
Robert H. Johnson Director
/s/ Jerry W. Dickenson May 29, 1996
- -------------------------
Jerry W. Dickenson Director
</TABLE>
