UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 26, 1999
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CLUBCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-89818, 33-96568, 333-08041, AND 333-57107 75-2626719
(State or other (Commission (I.R.S. Employer
jurisdiction of File Numbers) Identification No.)
incorporation)
3030 LBJ FREEWAY, SUITE 700, DALLAS, TEXAS 75234
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 243-6191
FORMER NAME: CLUBCORP INTERNATIONAL, INC.
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
On January 26, 1999, ClubCorp, Inc. issued the press release attached herein as
Exhibit 99.1.
On February 11, 1999, ClubCorp, Inc. issued the press release attached herein as
Exhibit 99.2.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Registrant:
CLUBCORP, INC.
By: /s/ James P. McCoy, Jr.
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James P. McCoy, Jr.
Executive Vice President and
Chief Financial Officer
(chief accounting officer)
Date: February 17, 1999
EXHIBIT 99.1
CLUBCORP TO ACQUIRE 20 PERCENT STAKE IN CANADA'S
CLUBLINK CORPORATION
CLUBCORP WILL FORM STRATEGIC ALLIANCE WITH CLUBLINK AND
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ACQUIRE A 50 PERCENT INTEREST IN CLUBLINK'S U.S. HOLDINGS
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DALLAS, TEXAS, January 26, 1999 - ClubCorp, Inc. ("ClubCorp"), the world's
largest owner and operator of golf courses and private clubs, today announced
that it has entered into a definitive agreement, subject to regulatory approval,
to acquire approximately 3.3 million shares of 16% of the outstanding common
stock of ClubLink Corporation (TSE: LNK) ("ClubLink") of King City, Ontario for
approximately US$22.2 million, CAN$34.3 million in an all cash transaction.
This acquisition, combined with the approximately 4.5% of ClubLink stock
ClubCorp currently holds and ClubCorp's participation in a planned rights
offering by ClubLink, could bring ClubCorp's total investment in ClubLink to
approximately 25 percent.
In a separate transaction, ClubCorp will enter into a stock purchase agreement
with ClubLink to acquire 50 percent ownership interest in ClubLink's U.S.
holdings. Further, ClubCorp will form a strategic alliance with ClubLink,
Canada's largest developer, owner and operator of high quality golf clubs and
related real estate developments.
Among other things, according to the terms of the agreement, ClubLink will
issue, by way of private placement, 3.3 million common shares from its treasury
to ClubCorp at a price of US$6.76, CAN$10.40 per share (or the price offered to
ClubLink's current shareholders for additional common shares in a planned
one-for-ten rights offering) for aggregate net proceeds of approximately US$22.2
million, CAN$34.3 million. It is expected that the closing of the private
placement will occur on January 29, 1999, with proceeds to be used toward
ClubLink's planned 1999 acquisition and golf development activities, which
include Glen Abbey Golf Club in Oakville, Ontario, the home site of the Bell
Canadian Open. At closing, ClubCorp will become ClubLink's largest shareholder.
ClubLink intends to file a rights offering circular for the issuance of rights
to all common shareholders on a one-for-ten basis. A record date will be set
once regulatory approval has been received. The time for the exercise of the
rights will expire 21 days after the record date. The issuance of the shares
pursuant to the rights offering is subject to approval by the relevant
securities commissions and the Toronto Stock Exchange.
The rights to acquire shares will be made available to all shareholders of
record at a date that will be determined once approvals have been received.
ClubCorp will be allowed to participate in the rights offering and the record
date will be established so that ClubCorp receives rights in respect of both the
newly issued 3.3 million shares and the 655,900 shares previously purchased by
ClubCorp in the open marketplace. ClubCorp has agreed to subscribe to its pro
rata share of the rights offering, and intends to seek any additional shares
available from the rights offering to permit its holdings to increase to just
under 25 percent of shares outstanding.
ClubCorp and ClubLink have also separately agreed that ClubCorp will acquire a
50 percent interest through a stock purchase agreement with ClubLink in
ClubLink's U.S. golf holdings, which include GolfSouth LLC and the Links Group
Inc., encompassing 33 golf courses located primarily in the eastern United
States.
Robert H. Dedman, Jr., Chief Executive Officer, said, "Today's announcement is a
major step forward for our business plan of aggressive, high-quality expansion,
and underscores our determination to pursue exciting opportunities
internationally. We've enjoyed extraordinary growth over the years by providing
unparalleled service and comfort to our members, both in the United States and
now increasingly abroad." Jim Hinckley, Chief Operating Officer, added, "By
forming this strategic alliance with ClubLink, we are able to extend our unique
model of member value and service to regions heretofore not served by our
Company, and lay the foundation for future growth. For our members, this means
added privileges and opportunities to play additional courses. For both
companies, it permits operating and marketing efficiencies that will strengthen
their ability to deliver value to their members."
Bruce Simmonds, ClubLink's President and CEO, said, "The alliance with ClubCorp
is consistent with our strategy of pursuing ClubLink's U.S. opportunities in
partnership with established U.S.-based operators. The respective management
teams have already created an excellent base of operations and golf properties
on which to build. The addition to the alliance of ClubCorp, the world leader
in private and resort golf club ownership and management, considerably adds to
our management strength by adding significant experience, financial capacity,
and corporate development opportunities."
Both Robert H. Dedman, Jr., Chief Executive Officer of ClubCorp, and Jim
Hinckley, Chief Operating Officer, will join the ClubLink Board of Directors on
completion of the transaction.
Founded and headquartered in Dallas in 1957, $1.1 billion ClubCorp is the world
leader in delivering golf, private club and resort experiences. Its
international collection of more than 200 properties range from premier country
clubs and world-class resort destinations to outstanding city clubs, athletic
clubs and exceptional semi-private golf courses.
With completion of this transaction, ClubCorp affiliates will oversee more than
200 golf courses and annually prepare 14 million meals served in approximately
700 dining rooms. In addition, more than 20,000 Employee Partners are expert in
the care of nearly 500,000 members and 250,000 guests who are warmly welcomed at
ClubCorp properties each year.
Members of the ClubCorp family include Pinehurst (Village of Pinehurst, N.C.),
the world's largest golf resort and site of the 1999 U.S. Open; The Homestead ,
founded in 1766 and the grand dame of American resorts (Hot Springs, Va.),
Mission Hills Country Club (Rancho Mirage, Calif.), home of the Nabisco Dinah
Shore Classic; Firestone Country Club (Akron, Ohio) host of the 1999 NEC
Invitational; Metropolitan Club (Sears Tower, Chicago); City Club of San
Francisco; and Capital Club (Beijing).
A glimpse of the ClubCorp private club experience now can be found at
www.clubhaven.com.
ClubLink is Canada's largest developer, owner and operator of high quality golf
clubs and related residential real estate development.
ClubLink Corporation, with 1998 revenues of US$46 million, CAN$70 million owns
or operates 27 golf courses in 22 locations, together with 4 operating resort
properties in the prestigious Ontario vacation region of Muskoka, and is
Canada's largest operator of both private and public daily-fee golf clubs.
Since its founding in 1993, ClubLink Corporation has moved aggressively to
become a leading industry consolidator, acquiring and developing golf courses
and related residential real estate properties in both Canada and the United
States.
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE:
For Further Information:
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Contact:
Thomas M. Daly, Jr.
David Lilly
Kekst and Company
(212) 521-4800
CLUBCORP TO ACQUIRE COBBLESTONE GOLF PROPERTIES
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FROM MEDITRUST
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DALLAS, TEXAS, February 11, 1999 -- ClubCorp, Inc. (ClubCorp), the world leader
in delivering golf, private club and resort experiences, announced today that it
has joined with American Golf Corporation ("AGC") to form Golf Acquisitions,
LLC, for the sole purpose of acquiring the Cobblestone Golf Group from The
Meditrust Companies (NYSE: MT) for approximately $393 million. The transaction,
subject to customary conditions, is expected to close on or before the end of
the first quarter of 1999.
On closing of the transaction, ClubCorp and AGC will divide the Cobblestone
portfolio of 45 premier golf properties between them. AGC intends to transfer
substantially all of its properties to its affiliate National Golf Properties,
Inc. (NYSE: TEE). Through this transaction, ClubCorp will acquire 24 premier
golf courses in Texas, Florida, Georgia and North Carolina.
"This represents the largest golf course acquisition in the history of the golf
industry, "said Robert H. Dedman, Jr., Chief Executive Officer of ClubCorp. "We
are delighted to have entered into this agreement to acquire what are some of
the most distinctive private club and golf properties in the nation. The
properties are a superb complement to the existing collection of fine private
country clubs and daily fee golf clubs. This transaction reaffirms our
commitment to disciplined growth through selective strategic acquisitions.
Since 1957, we have added over 250 properties around the world and it is an
honor to share our unique "private club experience" with our new Members and
Employee Partners of the ClubCorp family."
Among the clubs being acquired through this transaction are Stonebridge Country
Club of McKinney, Texas, which features a Pete Dye-designed course ranked among
the favorite courses in the United States by Golf Digest and among the top ten
courses in Texas by The Dallas Morning News. Stonebridge has been host of the
NCAA men's championship and the Texas State Open.
Also being acquired are The Hills Country Club of Austin, Texas; Morgan Run of
Rancho Santa Fe, California; and Eagles Landing of Stockbridge, Georgia, 20
miles south of Atlanta. The Hills Country Club features a Jack
Nicklaus-designed course that was rated fourth among the best golf courses in
Texas by The Dallas Morning News. The Hills has also been host-site of the Nike
Greater Austin Open. Morgan Run is host of the Toyota Celebrity Challenge.
Eagles Landing features a course designed by Tom Fazio.
NationsBanc Montgomery Securities acted as financial advisor to ClubCorp in this
transaction.
Founded and headquartered in Dallas in 1957, ClubCorp is the world's largest
owner and operator of golf, private clubs and resorts with assets of
$1.1 billion. With completion of this transaction, ClubCorp will have an
international collection of more than 250 premier properties. ClubCorp is also
the largest shareholder of ClubLink (TSE:LNK), Canada's largest developer, owner
and operator of high quality golf clubs, and the European PGA Tour Courses
(LND:PGA).
Members of the ClubCorp family include Pinehurst (Village of Pinehurst, N.C.),
the world's largest golf resort and site of the 1999 U.S. Open; The Homestead,
founded in 1766 and America's first resort (Hot Springs, Va.); Mission Hills
Country Club (Rancho Mirage, Calif.), home of the Nabisco Dinah Shore Classic;
Firestone Country Club (Akron, Ohio) host of the 1999 NEC Invitational;
Metropolitan Club (Sears Tower, Chicago); City Club of San Francisco; and
Capital Club (Beijing); and The Tower Club (Singapore).
A glimpse of the ClubCorp private club experience can be found at
www.clubhaven.com.
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