UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
Commission File Number 33-89818
CLUBCORP STOCK INVESTMENT PLAN
(Full title of the plan)
CLUB CORPORATION INTERNATIONAL
(Exact name of issuer of the securities held pursuant to the plan)
3030 LBJ FREEWAY, DALLAS, TEXAS 75234
(Address of principal executive office)
(214) 243-6191
(Issuer's telephone number; including area code)
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CLUBCORP STOCK INVESTMENT PLAN
INDEX TO ANNUAL REPORT ON FORM 11-K
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(a) Financial Statements
Description
----------------------------------------------------------------
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits
for the Years Ended December 31, 1995 and 1994
Statements of Changes in Net Assets Available for Plan
Benefits for the Years Ended December 31, 1995 and 1994
Notes to Financial Statements
Item 27(a )- Schedule of Assets Held for Investment
Purposes as of December 31, 1995
Item 27(d) - Schedule of Reportable Transactions for
the Year Ended December 31, 1995
Schedules - Schedules I, II and III required by Rule 6A-05
of Regulation S-X have been omitted because the information
required is included in the Financial Statements or the Notes
thereto
(b) Signatures
(c) Exhibit
23.1 - Consent of KPMG Peat Marwick LLP
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KPMG Peat Marwick LLP
[LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
Board of Trustees
ClubCorp Stock Investment Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the ClubCorp Stock Investment Plan as of December 31, 1995 and
1994, and the related statements of changes in net assets available for plan
benefits for the years then ended. These financial statements are the
responsibility of the Plan's administrator. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by the Plan's administrator, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the
ClubCorp Stock Investment Plan as of December 31, 1995 and 1994, and the
changes in net assets available for plan benefits for the years then ended, in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes as of December 31, 1995, and reportable
transactions for the year ended December 31, 1995, are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.
KPMG Peat Marwick LLP
Dallas, Texas
June 7, 1996
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CLUBCORP STOCK INVESTMENT PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1995 and 1994
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1995 1994
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Assets:
Club Corporation International common stock, at fair value
(note 2) $35,413,929 37,112,025
Short-term investments, at fair value (note 2) 1,474,785 188,631
Cash 232,388 151,824
Receivables:
Employer contributions (note 3) 382,282 472,885
Employee contributions 45,389 109,437
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427,671 582,322
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Total assets 37,548,773 38,034,802
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Liabilities - miscellaneous payables 23,973 107,247
----------- ----------
Net assets available for plan benefits $37,524,800 37,927,555
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See accompanying notes to financial statements.
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CLUBCORP STOCK INVESTMENT PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1995 and 1994
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1995 1994
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Additions to net assets attributed to:
Employer contributions $ 1,031,351 918,699
Employee contributions 5,406,523 4,593,493
Net depreciation in fair value of investments -
Club Corporation International common stock (554,874) (5,046,514)
Investment income:
Interest 59,735 25,419
Other (65) 4,826
------------ -----------
5,942,670 495,923
Deductions from net assets attributed to:
Benefits paid and withdrawals 6,066,520 4,244,193
Administrative expenses 278,905 368,171
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6,345,425 4,612,364
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Net decrease in net assets available
for plan benefits (402,755) (4,116,441)
Net assets available for plan benefits:
Beginning of year 37,927,555 42,043,996
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End of year $37,524,800 37,927,555
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See accompanying notes to financial statements.
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CLUBCORP STOCK INVESTMENT PLAN
Notes to Financial Statements
December 31. 1995 and 1994
(1) General
The ClubCorp Stock Investment Plan (Plan) is a defined contribution plan
covering all employees of Club Corporation International's participating
subsidiaries (ClubCorp) who have completed one year of service and worked at
least l,000 hours during their eligibility year of service. The sponsoring
Employer of the Plan is ClubCorp. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA). Participants
should refer to the Plan document for more complete information.
(a) Basis of Presentation
The accompanying financial statements have been prepared on an accrual
basis.
(b) Contributions
Participating employees may elect to contribute up to 6% of their
eligible compensation to the Plan. The Employer matches 20% of the employee
contributions and may, at its discretion, match up to an additional 30% of
employee contributions.
The maximum amount which may be added to any participant's account in any
year is the lesser of $30,000 or 25% of their compensation for that year for
all ClubCorp defined contribution plans. This maximum amount includes the
participant's share of ClubCorp's contributions.
(c) Participant Accounts
Each participant's account is credited with the allocation of ClubCorp's
contributions based on the participant's contributions to the Plan. Earnings
and losses from investments are allocated to the participants' accounts based
on their individual quarter-end balances. Forfeitures of terminated
participants' nonvested accounts are used to cover direct administrative
expenses of the Plan (see note l(f)).
(d) Vesting
Participants are gradually vested in ClubCorp's contributions as
determined by years of continuous service based on one hour of service for
each Plan year. Full vesting is attained after seven years of credited
service. Participants are always 100% vested in the account value of their
voluntary contributions and earnings thereon.
(e) Payment of Benefits
Benefits are paid to participants upon retirement, permanent disability,
termination, or to beneficiaries upon death of the participant. The
participant or beneficiary may elect, subject to the terms of the Plan, to
receive his or her benefits in a lump sum cash distribution, in installments
over a fixed period, or through transfer to another retirement plan in an
amount equal to the value of the participant's account.
(f) Administrative Expenses
Forfeitures are used by the Plan to pay direct administrative expenses.
Indirect expenses and any direct expenses not covered by forfeitures are paid
by the sponsoring Employer. Indirect administrative expenses of $287,652 and
$73,825 were paid by ClubCorp on behalf of the Plan in 1995 and 1994,
respectively.
(g) Plan Termination
Although it has not expressed any intent to do so, ClubCorp has the right
to terminate the Plan at any time subject to the provisions of ERISA. If the
Plan were to terminate, participants would automatically become fully vested
regardless of years of service and the net Plan assets would be distributed to
Plan participants based on each participant's account balance.
(h) Form 5500 Reconciliation
The net assets available for plan benefits recorded in the Plan's Form
5500 as of December 31, 1995 and 1994 are less than the corresponding amounts
reported in the accompanying financial statements by $999,663 and $1,025,389,
respectively. These differences relate to benefits payable at year-end for
terminations and in-service withdrawals.
(i) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of additions and deductions during the
reporting period. Actual results could differ from those estimates.
(j) Reclassification
Certain prior year amounts have been reclassified to conform with current
year presentation.
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(2) Investments
The following table presents the fair value of investments at December
31, 1995 and 1994. Investments representing 5% or more of the Plan's net
assets are separately identified.
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1995 1994
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Principal/ Fair Principal/ Fair
shares value shares value
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Investments at quoted market
value - Dreyfus Funds 1,474,785 $ 1,474,785 188,631 $ 188,631
Investment at estimated fair
value - Club Corporation
International common stock 3,537,855 35,413,929 3,659,963 37,112,025
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Total investments $36,888,714 $37,300,656
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If available, quoted market prices are used to value investments of the
Plan. Because there is no public market for the common stock of ClubCorp, its
fair value is based upon a Formula Price which is determined quarterly by the
Company using a formula based on certain financial measures. The Trustees of
the Plan have retained a Financial Advisor to perform an independent appraisal
of the Company four times each year following delivery of the Company's
quarterly financial statements. Based upon such appraisals, the Financial
Advisor confirms that the Formula Price falls within the range of fair market
value of the common stock. During the years ended December 31, 1995 and 1994,
purchases of common stock made by the Plan were from an individual shareholder
and ClubCorp.
(3) Employer and Employee Contributions Receivable
Matching contributions are allocated to employees' accounts at the end of
each quarter, therefore, the accompanying financial statements reflect a
receivable for the fourth quarter's Employer match credited to employees'
accounts but not received at December 31, 1995 and 1994.
(4) Federal Income Taxes
The Plan obtained its latest tax determination letter on December 21,
1995, in which the Internal Revenue Service stated that the Plan was in
compliance with the applicable requirements of the Internal Revenue Code.
Accordingly, no provision for income taxes has been made in the accompanying
financial statements.
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(5) Plan Amendments
The Plan was amended and restated effective as of January 1, 1995.
Participants may elect to defer the receipt of a portion of their
compensation, beginning July 1, 1995, by contributing to the Plan on a pre-tax
basis in accordance with Section 401(k) of the Internal Revenue Code.
After-tax contributions ceased June 30, 1995.
(6) Financial Instruments
The following disclosure of information regarding estimated fair value of
financial instruments is made in accordance with the requirements of Statement
of Financial Accounting Standards (SFAS) No. 107, "Discussion About Fair Value
of Financial Instruments." The carrying values of financial instruments such
as cash, receivables and liabilities approximate their fair values because of
the nature and short maturity of these instruments. Club Corporation
International common stock and short-term investments are carried at fair
value.
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Schedule 1
CLUBCORP STOCK INVESTMENT PLAN
Item 27(a) - Schedule of Assets Held for Investment Purposes
as of December 31, 1995
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Current
Identity of issue Description of investment Cost value
- -------------------------------- -------------------------- ----------- ----------
Common stock - Club
Corporation International* 3,537,855 shares $21,645,683 35,413,929
Short-term investments - Dreyfus
Funds $1 per unit 1,474,785 1,474,785
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Total investments $23,120,468 36,888,714
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*Party-in-interest
See accompanying independent auditors' report.
Schedule 2
CLUBCORP STOCK INVESTMENT PLAN
Item 27(d) - Schedule of Reportable Transactions
for the year ended December 31, 1995
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Expense Current value
Aggregate incurred asset on
number of Purchase Selling Lease with Cost of transaction
Description of asset transactions price price rental transaction asset date
-------------------- ------------ ---------- --------- ------ ----------- --------- -------------
Purchases:
Dreyfus Funds Money market fund 19 $4,140,000 - - - 4,140,000 4,140,000
Club Corporation 35,290 shares of
International common stock 2 356,782 - - - 356,782 356,782
Sales:
Dreyfus Funds Money market fund 12 - 2,900,000 - - 2,900,000 2,900,000
Club Corporation 157,398 shares of
International common stock 4 - 1,500,003 - - 985,311 1,500,003
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Net
gain
(loss)
--------
Purchases:
Dreyfus Funds -
Club Corporation
International -
Sales:
Dreyfus Funds -
Club Corporation
International 514,692
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See accompanying independent auditors' report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
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CLUBCORP STOCK INVESTMENT PLAN
CLUB CORPORATION INTERNATIONAL
Plan Administrator
Date: June 27, 1996 By: /s/ John H. Gray
- -------------------- -------------------------------
John H. Gray
Chief Administrative Officer
and Executive Vice President
(chief accounting officer)
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Club Corporation International:
We consent to incorporation by reference in the registration statement (No.
33-89818) on Form S-8 of Club Corporation International of our report dated
June 7, 1996, relating to the statements of net assets available for plan
benefits of the ClubCorp Stock Investment Plan as of December 31, 1995 and
1994, and the related statements of changes in net assets available for plan
benefits for the years then ended, and the related supplemental schedules
which report appears in the December 31, 1995 annual report on Form 11-K of
the ClubCorp Stock Investment Plan.
KPMG Peat Marwick LLP
Dallas, Texas
June 27, 1996
