<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 31, 1999
-----------------
CLUBCORP, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
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)
</TABLE>
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
NONE
(Former name or former address, if changed since last report)
<PAGE> 2
Item 7 is hereby amended as follows:
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired.
The following historical financial statements are included in this
report:
1. Audited combining consolidated balance sheets of Cobblestone
Golf as of March 29, 1999 and the related combining
consolidated statements of operations, division equity and
cash flows for the period from May 29, 1998 to March 29, 1999,
with report of independent accountants.
(b) Proforma financial information.
1. Proforma consolidated balance sheet as of December 29, 1998.
2. Proforma consolidated statement of operations for the year
ended December 29, 1998.
3. Notes to the proforma consolidated financial statements.
(c) Exhibit index.
23.1 Consent of PricewaterhouseCoopers LLP
<PAGE> 3
SIGNATURES
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.
CLUBCORP, INC.
By: /s/ James P. McCoy, Jr.
---------------------------------
James P. McCoy, Jr.
Executive Vice President and
Chief Financial Officer
(chief accounting officer)
Date: June 9, 1999
<PAGE> 4
COBBLESTONE GOLF
COMBINING CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 29, 1999
AND FOR THE PERIOD FROM
MAY 29, 1998 TO MARCH 29, 1999
<PAGE> 5
Contents
<TABLE>
<S> <C>
Report of Independent Accountants F-3
Combining Consolidated Balance Sheets F-4
Combining Consolidated Statements of Operations F-5
Combining Consolidated Statements of Division Equity F-6
Combining Consolidated Statements of Cash Flows F-7
Notes to Combining Consolidated Financial Statements F-8
</TABLE>
<PAGE> 6
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Meditrust Corporation and
Meditrust Operating Company:
In our opinion, the accompanying combining consolidated balance sheets, and the
related combining consolidated statements of operations, division equity and of
cash flows present fairly, in all material respects, the combining consolidated
financial position of Cobblestone Golf and its operating divisions, as defined
in Note 1, as of March 29, 1999, and the results of their operations and their
cash flows for the period beginning May 29, 1998 and ending March 29, 1999 in
conformity with generally accepted accounting principles. These combining
consolidated financial statements are the responsibility of the Meditrust
Companies' management; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit of these
financial statements in accordance with generally accepted auditing standards
which 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 statement, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Las Vegas, Nevada
May 7, 1999
F-3
<PAGE> 7
COBBLESTONE GOLF
COMBINING CONSOLIDATED BALANCE SHEETS
March 29, 1999
(in thousands)
<TABLE>
<CAPTION>
COURSES COURSES
ACQUIRED ACQUIRED
CORPORATE BY CLUBCORP BY NGP
--------- ----------- ----------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,011 $ 281 $ 184
Accounts receivable (net of allowance of $359) 555 2,331 1,562
Inventory -- 1,943 1,967
Current portion of notes receivable (net of allowance of $184) -- 2,388 1,132
Prepaid expenses and other current assets 243 410 353
-------- --------- ---------
Total current assets 2,809 7,353 5,198
Property, equipment and leasehold interests, net 2,172 223,134 169,752
Tradename (net of accumulated amortization of $357) -- 4,606 3,550
Notes receivable (net of allowance of $166) -- 2,016 1,140
Other assets 5 723 555
Intercompany receivables 42,913 -- --
-------- --------- ---------
Total assets $ 47,899 $ 237,832 $ 180,195
======== ========= =========
LIABILITIES AND DIVISION EQUITY
Current liabilities:
Accounts payable $ 557 $ 1,277 $ 1,102
Accrued payroll and related expenses 2,131 329 290
Accrued property taxes 3 411 432
Other current liabilities 1 230 350
Deferred revenue -- 1,733 1,491
Current portion of long-term debt -- -- 647
Current portion of capital lease obligations -- 1,007 1,101
Current portion of deferred purchase price -- 222 --
Minority interest -- 314 --
-------- --------- ---------
Total current liabilities 2,692 5,523 5,413
-------- --------- ---------
Long-term debt, less current portion -- -- 5,538
Capital lease obligations, less current portion -- 2,223 2,301
Long-term deferred revenue -- 6,489 4,218
Deferred purchase price, less current portion -- 86 --
Other long-term liabilities -- -- 148
Intercompany payables -- 25,868 16,414
-------- --------- ---------
Total liabilities 2,692 40,189 34,032
Commitments and contingencies
Division equity 45,207 197,643 146,163
-------- --------- ---------
Total liabilities and division equity $ 47,899 $ 237,832 $ 180,195
======== ========= =========
<CAPTION>
COURSES COMBINED
ACQUIRED ELIMINATING CONSOLIDATED
BY AGC ENTRIES TOTAL
--------- ----------- ------------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 7 $ -- $ 2,483
Accounts receivable (net of allowance of $359) -- -- 4,448
Inventory 63 -- 3,973
Current portion of notes receivable (net of allowance of $184) -- -- 3,520
Prepaid expenses and other current assets 2 -- 1,008
-------- --------- ---------
Total current assets 72 -- 15,432
Property, equipment and leasehold interests, net 3,031 -- 398,089
Tradename (net of accumulated amortization of $357) 57 -- 8,213
Notes receivable (net of allowance of $166) -- -- 3,156
Other assets 27 -- 1,310
Intercompany receivables -- (42,913) --
-------- --------- ---------
Total assets $ 3,187 $ (42,913) $ 426,200
======== ========= =========
LIABILITIES AND DIVISION EQUITY
Current liabilities:
Accounts payable $ 45 $ -- $ 2,981
Accrued payroll and related expenses 8 -- 2,758
Accrued property taxes (5) -- 841
Other current liabilities -- -- 581
Deferred revenue 7 -- 3,231
Current portion of long-term debt -- -- 647
Current portion of capital lease obligations 17 -- 2,125
Current portion of deferred purchase price -- -- 222
Minority interest -- -- 314
-------- --------- ---------
Total current liabilities 72 -- 13,700
-------- --------- ---------
Long-term debt, less current portion -- -- 5,538
Capital lease obligations, less current portion 20 -- 4,544
Long-term deferred revenue -- -- 10,707
Deferred purchase price, less current portion -- -- 86
Other long-term liabilities -- -- 148
Intercompany payables 631 (42,913) --
-------- --------- ---------
Total liabilities 723 (42,913) 34,723
Commitments and contingencies
Division equity 2,464 -- 391,477
-------- --------- ---------
Total liabilities and division equity $ 3,187 $ (42,913) $ 426,200
======== ========= =========
</TABLE>
The accompanying notes are an integral part of these combining consolidated
financial statements.
F-4
<PAGE> 8
COBBLESTONE GOLF
COMBINING CONSOLIDATED STATEMENTS OF OPERATIONS
For the period May 29, 1998 to March 29, 1999
(In thousands)
<TABLE>
<CAPTION>
COURSES COURSES
ACQUIRED ACQUIRED
CORPORATE BY CLUBCORP BY NGP
--------- ----------- --------
<S> <C> <C> <C>
Revenue:
Golf $ -- $ 32,890 $ 33,288
Food and beverage -- 8,139 8,947
Other -- 6,378 4,069
--------- --------- ---------
Total revenue -- 47,407 46,304
--------- --------- ---------
Expenses:
Golf course operations -- 33,206 32,390
Food and beverage -- 2,804 3,017
Depreciation and amortization 108 9,030 7,003
Amortization of goodwill -- 2,964 2,284
General and administrative 5,646 2,884 2,781
Costs associated with unsuccessful acquisitions 1,867 -- --
Interest 9 326 1,014
Allocation of corporate expenses (5,754) -- --
Goodwill impairment charge -- 82,057 63,208
--------- --------- ---------
Total expenses 1,876 133,271 111,697
--------- --------- ---------
Loss before income taxes (1,876) (85,864) (65,393)
Provisions for income taxes -- -- --
--------- --------- ---------
Net loss $ (1,876) $ (85,864) $ (65,393)
========= ========= =========
<CAPTION>
COURSES COMBINED
ACQUIRED ELIMINATING CONSOLIDATED
BY AGC ENTRIES TOTAL
--------- ----------- ------------
<S> <C> <C> <C>
Revenue:
Golf $ 1,056 $ -- $ 67,234
Food and beverage 82 -- 17,168
Other 184 -- 10,631
--------- --------- ----------
Total revenue 1,322 -- 95,033
--------- --------- ----------
Expenses:
Golf course operations 765 -- 66,361
Food and beverage 29 -- 5,850
Depreciation and amortization 175 (108) 16,208
Amortization of goodwill 37 -- 5,285
General and administrative 79 (5,646) 5,744
Costs associated with unsuccessful acquisitions -- -- 1,867
Interest 3 -- 1,352
Allocation of corporate expenses -- 5,754 --
Goodwill impairment charge 1,016 -- 146,281
--------- --------- ----------
Total expenses 2,104 -- 248,948
--------- --------- ----------
Loss before income taxes (782) -- (153,915)
Provisions for income taxes -- -- --
--------- --------- ----------
Net loss $ (782) $ -- $ (153,915)
========= ========= ==========
</TABLE>
The accompanying notes are an integral part of these combining consolidated
financial statements.
F-5
<PAGE> 9
COBBLESTONE GOLF
COMBINING CONSOLIDATED STATEMENTS OF DIVISION EQUITY
For the period May 29, 1998 to March 29, 1999
(In thousands)
<TABLE>
<CAPTION>
COURSES COURSES COURSES COMBINED
ACQUIRED ACQUIRED ACQUIRED CONSOLIDATED
CORPORATE BY CLUBCORP BY NGP BY AGC TOTAL
--------- ----------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
Meditrust Companies' investment in division equity,
beginning of period $ -- $ 16,758 $ 39,102 $ -- $ 55,860
Net loss (1,876) (85,864) (65,393) (782) (153,915)
Contribution of capital from Meditrust Companies 47,083 266,749 172,454 3,246 489,532
--------- --------- --------- --------- ---------
Meditrust Companies' investment in division equity,
end of period $ 45,207 $ 197,643 $ 146,163 $ 2,464 $ 391,477
========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these combining consolidated
financial statements.
F-6
<PAGE> 10
COBBLESTONE GOLF
COMBINING CONSOLIDATED STATEMENTS OF CASH FLOWS
For the period May 29, 1998 to March 29, 1999
(In thousands)
<TABLE>
<CAPTION>
COURSES COURSES
ACQUIRED ACQUIRED
CORPORATE BY CLUBCORP BY NGP
--------- ----------- --------
<S> <C> <C> <C>
Operating activities:
Net loss $ (1,876) $ (85,864) $ (65,393)
Adjustments to reconcile net loss to net cash provided
by (used in) operating activities:
Depreciation and amortization 108 11,940 9,235
Goodwill impairment charge -- 82,057 63,208
Changes in assets and liabilities:
Notes and accounts receivable (214) (860) (88)
Inventory -- (105) (15)
Prepaid expenses and other assets (206) (917) (416)
Accounts payable, accrued liabilities and deferred revenue (3,671) 5,447 2,159
--------- --------- ---------
Net cash provided by (used in) operating activities (5,859) 11,698 8,690
--------- --------- ---------
Investing activities:
Payments to minority interest holders -- (661) --
Acquisitions, net of cash acquired -- (141,883) (100,750)
Additions to property, equipment and leasehold interests (1,688) (10,858) (4,973)
--------- --------- ---------
Net cash provided by (used in) investing activities (1,688) (153,402) (105,723)
--------- --------- ---------
Financing activities:
Cash contributions from Meditrust Companies 17,785 162,296 72,033
Principal payments on long term debt and capital leases -- (1,439) (1,426)
Payments on deferred purchase price -- (154) --
Intercompany (8,227) (18,753) 24,646
--------- --------- ---------
Net cash provided by (used in) financing activities 9,558 141,950 95,253
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents 2,011 246 (1,780)
Cash and cash equivalents at beginning of period -- 35 1,964
--------- --------- ---------
Cash and cash equivalents at end of period $ 2,011 $ 281 $ 184
========= ========= =========
<CAPTION>
COURSES COMBINED
ACQUIRED CONSOLIDATED
BY AGC TOTAL
-------- ------------
<S> <C> <C>
Operating activities:
Net loss $ (782) $(153,915)
Adjustments to reconcile net loss to net cash provided
by (used in) operating activities:
Depreciation and amortization 210 21,493
Goodwill impairment charge 1,016 146,281
Changes in assets and liabilities:
Notes and accounts receivable 1 (1,161)
Inventory 13 (107)
Prepaid expenses and other assets 3 (1,536)
Accounts payable, accrued liabilities and deferred revenue (24) 3,911
--------- ---------
Net cash provided by (used in) operating activities 437 14,966
--------- ---------
Investing activities:
Payments to minority interest holders -- (661)
Acquisitions, net of cash acquired -- (242,633)
Additions to property, equipment and leasehold interests (247) (17,766)
--------- ---------
Net cash provided by (used in) investing activities (247) (261,060)
--------- ---------
Financing activities:
Cash contributions from Meditrust Companies (2,509) 249,605
Principal payments on long term debt and capital leases (8) (2,873)
Payments on deferred purchase price -- (154)
Intercompany 2,334 --
--------- ---------
Net cash provided by (used in) financing activities (183) 246,578
--------- ---------
Net increase (decrease) in cash and cash equivalents 7 484
Cash and cash equivalents at beginning of period -- 1,999
--------- ---------
Cash and cash equivalents at end of period $ 7 $ 2,483
========= =========
</TABLE>
The accompanying notes are an integral part of these combining consolidated
financial statements.
F-7
<PAGE> 11
COBBLESTONE GOLF
NOTES TO COMBINING CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
1. BASIS OF PRESENTATION:
The accompanying combining consolidated financial statements are
comprised of The Cobblestone Golf Companies, Inc., Meditrust Golf Group,
Inc., and Meditrust Golf Group II, Inc. (together "Cobblestone Golf").
Cobblestone Golf is engaged in the ownership, leasing, operation and
management of golf course properties and related facilities. As of March
29, 1999, Cobblestone Golf owned 35 courses, one of which is under
development, had leasehold interests in nine courses, one of which is
under development and operated one course under a management agreement.
Meditrust Operating Company and Meditrust Corporation (together the
"Meditrust Companies") are two separate companies, the stocks of which
trade on the New York Stock Exchange as a single unit under a stock
pairing arrangement. The Cobblestone Golf Companies, Inc. is a wholly
owned subsidiary of Meditrust Operating Company. Meditrust Golf Group,
Inc. is a wholly owned subsidiary of Meditrust Corporation. Meditrust
Golf Group II, Inc. is 99% owned by Meditrust Corporation, with the
remaining 1% balance owned by Meditrust Operating Company.
The accompanying combining consolidated financial statements present the
"carved-out" financial position, results of operations and cash flows of
Cobblestone Golf and three operating divisions thereof as if Cobblestone
Golf operated as a separate unit of the Meditrust Companies, and the
divisions operated as separate units of Cobblestone Golf. The courses
included in each operating division are grouped based on the ultimate
acquiring entity as a result of the sale of Cobblestone Golf by the
Meditrust Companies (see Note 13). The divisional abbreviations represent
the following ultimate acquiring companies; "ClubCorp": ClubCorp, Inc.
and subsidiaries, "NGP": National Golf Properties, and "AGC": American
Golf Corporation. Amounts presented under "Corporate" represent the net
assets and operating results of the administrative function of the
combined operations.
The assets and liabilities contained herein are presented at historical
cost, based upon "push-down" accounting afforded to the Meditrust
Companies as a result of their acquisition of Cobblestone Holdings, Inc.
on May 29, 1998 and eleven courses acquired subsequent to May 29, 1998,
as more fully described in Note 3. The accompanying carved out financial
statements reflect only debt obligations to third parties and does not
include an allocation of the Meditrust Companies' general corporate
indebtedness (see Note 8). The financial statements presented may not be
indicative of the financial position, results of operations and cash
flows had Cobblestone Golf or the divisions presented operated as
non-affiliated entities.
F-8
<PAGE> 12
COBBLESTONE GOLF
NOTES TO COMBINING CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
2. SIGNIFICANT ACCOUNTING POLICIES:
PRINCIPLES OF COMBINATION AND CONSOLIDATION
The combining consolidated financial statements include the accounts of
Cobblestone Golf and its subsidiaries. All significant inter-company and
inter-entity balances and transactions have been eliminated.
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 amounts reported in the financial statements
and accompanying notes. Actual results could differ from these estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash and investments with original
maturities of less than 90 days.
The Meditrust Companies utilize a centralized cash management system to
provide financing for its operations, including those of Cobblestone
Golf. Cobblestone Golf's cash requirements are satisfied by the results
of golf operations, as well as transactions with the Meditrust Companies
(see Note 8).
As of March 29, 1999, cash balances of $428 (NGP) are restricted under
lease agreements for use towards capital improvements.
CONCENTRATION OF CREDIT RISK
Cobblestone Golf's cash equivalents are held by what management considers
to be high credit-quality financial institutions. Management believes no
significant concentration of credit risk exists with respect to these
investments.
Cobblestone Golf's concentration of credit risk with respect to its
accounts receivable is limited due to the geographic dispersion of golf
courses and the large number of golf course members and others from whom
the receivables are to be collected.
INVENTORIES
Inventories are carried at the lower of cost (first-in, first-out) or
market.
F-9
<PAGE> 13
COBBLESTONE GOLF
NOTES TO COMBINING CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
2. SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
PROPERTY, EQUIPMENT AND LEASEHOLD INTERESTS
Property and equipment are recorded at cost. Depreciation is provided
using the straight-line method over the estimated useful lives of the
related assets which are generally as follows:
<TABLE>
<S> <C>
Depreciable land improvements 20 years
Buildings and improvements 30 years
Equipment, furniture and fixtures 3 to 10 years
</TABLE>
Leasehold improvements, equipment recorded under capital leases and
property and equipment related to leased facilities are depreciated and
amortized using the straight-line method over the shorter of the lease
term or the estimated useful lives of the related assets. Costs
associated with the acquisition of leasehold interests in golf facilities
have been capitalized and are amortized over the remaining life of the
related lease (2 to 27 years). Golf course facility construction in
progress is carried at cost. Interest associated with, or allocable to
golf course facility construction in progress is capitalized until
construction is completed. The amount capitalized is based upon a rate of
interest which approximates the Meditrust Companies' weighted average
rate of borrowing.
INTANGIBLE ASSETS
Goodwill represents the excess of cost over the fair value of assets
acquired and is amortized using the straight-line method over 20 years
(see Note 13).
In connection with the acquisition of Cobblestone Holdings, Inc. and
subsidiaries by the Meditrust Companies, the Cobblestone trade name was
recorded at its fair value of $8,570. This intangible asset is being
amortized using the straight-line method over 20 years.
IMPAIRMENT OF LONG - LIVED ASSETS AND INTANGIBLES
The Meditrust Companies assess the recoverability of long-lived assets
and certain identifiable intangibles whenever adverse events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. If the expected future cash flows (undiscounted and without
interest charges) are not sufficient to support the recorded asset, an
impairment would be recognized to reduce the carrying value to its net
realizable value (see Note 13).
F-10
<PAGE> 14
COBBLESTONE GOLF
NOTES TO COMBINING CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
2. SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
REVENUE AND DEFERRED REVENUE
Operating revenue is recognized when received except from dues and fees
paid in advance which are recognized over the period during which the
dues and fees allow the members access to the facilities. Cobblestone
Golf recognizes revenue on non-refundable initiation fees using the
straight-line method over the average life of an active membership. As of
March 29, 1999, the estimated average life of an active membership is 7
years. In addition, the incremental direct selling costs incurred in
connection with initiation fees are deferred and amortized in a manner
consistent with the related revenue.
INCOME TAXES
Meditrust Corporation has elected to be taxed as a REIT under the
Internal Revenue Code of 1986, as amended, and believes it has met all
the requirements for qualification as such. Accordingly, Meditrust
Corporation will not be subject to federal income taxes on amounts
distributed to shareholders, provided it distributes at least 95% of its
REIT taxable income annually and meets other requirements for qualifying
as a REIT. Therefore, no provision for federal income taxes is believed
necessary for the activity of Meditrust Golf Group, Inc.
Meditrust Operating Company provides for taxes in accordance with the
provisions of SFAS No. 109, Accounting for Income Taxes. Under this
method, the Meditrust Operating Company recognizes deferred tax assets
and liabilities for the expected future tax effects of temporary
differences between the carrying amounts and the tax bases of assets and
liabilities, as well as operating loss carry-forwards.
3. ACQUISITIONS:
During March and May 1998, Meditrust Golf Group, Inc. purchased seven
golf courses for an aggregate purchase price of approximately $56,000.
The operations were then contributed to the Cobblestone Golf Companies,
Inc. upon completion of the transaction described below.
On May 29, 1998 the Meditrust Companies completed their merger with
Cobblestone Holdings, Inc. Under the terms of the merger agreement,
Cobblestone Holdings, Inc. merged into Meditrust Corporation, with
Meditrust Corporation being the surviving Corporation. Prior to the
merger, Meditrust Operating Company entered into an asset transfer
agreement with Cobblestone Golf Group, Inc., a wholly owned subsidiary of
Cobblestone Holdings, Inc. whereby Cobblestone Golf Group, Inc.
transferred certain non-real estate assets to Meditrust Operating
Company.
F-11
<PAGE> 15
COBBLESTONE GOLF
NOTES TO COMBINING CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
3. ACQUISITIONS, CONTINUED:
In order to consummate the transaction, the Meditrust Companies issued
paired common stock with an aggregate market value of approximately
$230,000 and issued options valued at $10,863. In addition, Meditrust
Corporation assumed and paid approximately $170,000 of Cobblestone's
long-term debt and associated costs. The total consideration paid in
connection with the Cobblestone Golf merger was approximately $420,000.
The excess of the purchase price over the fair value of the net assets
acquired was approximately $151,500.
During the period from May 29, 1998 to March 29, 1999, Cobblestone Golf
acquired the golf courses listed below. Each property was purchased from
an unaffiliated party. The cash portion of the acquisitions was funded by
the Meditrust Companies.
<TABLE>
<CAPTION>
PROPERTY DATE LOCATION
<S> <C> <C>
Deercreek Country Club June, 1998 Florida
Devil's Ridge July, 1998 North Carolina
Lochmere July, 1998 North Carolina
The Neuse July, 1998 North Carolina
Oak Valley July, 1998 North Carolina
Kiskiack July, 1998 Virginia
Nag's Head July, 1998 North Carolina
The Currituck Club July, 1998 North Carolina
Champions Club of Atlanta August, 1998 Georgia
Whitestone August, 1998 Texas
Blackstone June, 1998 Texas
</TABLE>
The effect on operations had these courses been acquired as of the
beginning of the period would not have been significant.
4. PROPERTY, EQUIPMENT AND LEASEHOLD INTERESTS:
Property, equipment and leasehold interests consist of the following at
March 29, 1999:
<TABLE>
<CAPTION>
CORPORATE CLUBCORP NGP AGC TOTAL
--------- -------- --- --- -----
<S> <C> <C> <C> <C> <C>
Land $ -- $ 26,964 $ 19,599 $ -- $ 46,563
Land improvements -- 139,598 89,992 147 229,737
Buildings and improvements 1,030 43,907 31,349 15 76,301
Equipment, furniture and fixtures 1,249 16,670 12,270 526 30,715
Leasehold interests -- -- 20,945 2,696 23,641
Construction in progress -- 4,743 2,439 -- 7,182
-------- --------- --------- -------- ---------
2,279 231,882 176,594 3,384 414,139
Less accumulated
depreciation and amortization 107 8,748 6,842 353 16,050
-------- --------- --------- -------- ---------
Property, equipment and
leasehold interests, net $ 2,172 $ 223,134 $ 169,752 $ 3,031 $ 398,089
======== ========= ========= ======== =========
</TABLE>
F-12
<PAGE> 16
COBBLESTONE GOLF
NOTES TO COMBINING CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
4. PROPERTY, EQUIPMENT AND LEASEHOLD INTERESTS, CONTINUED:
Land improvements include $69,593 ($42,221, ClubCorp; $27,369, NGP, $3,
AGC) of non-depreciable golf course improvements consisting of tees,
fairways, roughs, trees, greens, bunkers and sand traps at March 29,
1999.
In connection with the purchase of The Hills of Lakeway, the ClubCorp
division of Cobblestone Golf is required to pay a deferred purchase price
equal to the greater of approximately $4 per membership or 25% of
Initiation Fees, as defined, collected for the first three hundred
memberships sold.
The outstanding balance of the deferred purchase price of $308 is
scheduled to be paid in monthly installments through fiscal 2000.
5. NOTES RECEIVABLE:
Notes receivable consists of promissory notes made by golf club members
for the payment of initiation fees. The notes carry below market or no
interest rates, amortize monthly or annually and generally have a term of
three to five years. Management periodically assesses the collectibility
of the notes receivable and reserves for the portion that is doubtful of
being collected. The notes are collateralized by the underlying golf club
membership and Cobblestone Golf has full recourse against the member.
Cobblestone Golf's notes receivable balance as of March 29, 1999 was
comprised of the following:
<TABLE>
<CAPTION>
CLUBCORP NGP TOTAL
-------- --- -----
<S> <C> <C> <C>
Gross notes receivables $ 5,246 $ 2,726 $ 7,972
Less allowance for uncollectible accounts (232) (118) (350)
Less allowance for imputed interest (610) (336) (946)
------- ------- -------
Net notes receivable 4,404 2,272 6,676
Less current portion 2,388 1,132 3,520
------- ------- -------
$ 2,016 $ 1,140 $ 3,156
======= ======= =======
</TABLE>
F-13
<PAGE> 17
COBBLESTONE GOLF
NOTES TO COMBINING CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
6. LONG-TERM DEBT:
Long-term debt consists of the following at March 29, 1999:
<TABLE>
<CAPTION>
NGP
-------
<S> <C>
5% uncollateralized note payable, due October 1999 $ 245
8% uncollateralized note payable, due monthly through 2007 238
Variable rate note payable, effective interest rate 10.47%,
due monthly through 2014, collateralized by the assets of
The Vineyard at Escondido 5,472
10% imputed interest note payable, due January 2000, uncollateralized 230
-------
6,185
Less current portion 647
-------
Total long-term debt $ 5,538
=======
</TABLE>
Scheduled payments of principal on long-term debt for each of the next
five years and thereafter, are as follows at March 29, 1999:
<TABLE>
<CAPTION>
NGP
-------
<S> <C>
2000 $ 647
2001 190
2002 210
2003 232
2004 258
Thereafter 4,648
-------
$ 6,185
=======
</TABLE>
7. LEASES:
Cobblestone Golf leases nine golf facilities. The leases expire in
various years through 2025. Rent expense for the period May 29, 1998 to
March 29, 1999 was as follows:
<TABLE>
<CAPTION>
CORPORATE CLUBCORP NGP AGC TOTAL
--------- -------- --- --- -----
<S> <C> <C> <C> <C> <C>
Rent expense $ 359 $ 611 $ 2,299 $ 197 $ 3,466
</TABLE>
Cobblestone Golf leases certain golf carts and maintenance equipment
under capital leases with terms of two to five years. Included in
equipment, furniture and fixtures in the accompanying combining
consolidated balance sheet is equipment under capital leases totaling
$8,066 at March 29, 1999. Accumulated amortization of equipment under
capital leases totaled $1,324 as of the balance sheet date.
F-14
<PAGE> 18
COBBLESTONE GOLF
NOTES TO COMBINING CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
7. LEASES, CONTINUED:
Scheduled payments of lease obligations for each of the next five years
and thereafter, are as follows at March 29, 1999:
<TABLE>
<CAPTION>
CORPORATE CLUBCORP NGP AGC TOTAL
--------- -------- --- --- -----
<S> <C> <C> <C> <C> <C>
2000 $ -- $ 1,392 $ 1,471 $ 19 $ 2,882
2001 -- 1,230 1,345 18 2,593
2002 -- 761 774 2 1,537
2003 -- 606 448 1 1,055
2004 -- 67 147 -- 214
Thereafter -- -- -- -- --
------- ------- ------- ------- -------
Total minimum lease payments -- 4,056 4,185 40 8,281
Amount representing interest -- (826) (783) (3) (1,612)
------- ------- ------- ------- -------
Present value of net
minimum lease payments -- 3,230 3,402 37 6,669
Current portion -- (1,007) (1,101) (17) (2,125)
------- ------- ------- ------- -------
$ -- $ 2,223 $ 2,301 $ 20 $ 4,544
======= ======= ======= ======= =======
</TABLE>
OPERATING LEASES:
<TABLE>
<CAPTION>
CORPORATE CLUBCORP NGP AGC TOTAL
--------- -------- --- --- -----
<S> <C> <C> <C> <C> <C>
2000 $ 444 $ 648 $ 2,261 $ 54 $ 3,407
2001 444 639 2,261 54 3,398
2002 444 639 2,261 54 3,398
2003 444 639 2,261 54 3,398
2004 444 639 2,261 54 3,398
Thereafter 623 1,447 22,077 630 24,777
------- ------- ------- ------- -------
Total minimum lease payments $ 2,843 $ 4,651 $33,382 $ 900 $41,776
======= ======= ======= ======= =======
</TABLE>
F-15
<PAGE> 19
COBBLESTONE GOLF
NOTES TO COMBINING CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
8. RELATED PARTY TRANSACTIONS:
The Meditrust Companies provide certain services to Cobblestone Golf
primarily related to general tax preparation and consulting, legal,
accounting, and certain aspects of human resources. In the opinion of
management, the costs associated with these services were not material
and have been excluded from this financial statement. However, this is
not necessarily indicative of the level of expenses which may have been
experienced had Cobblestone Golf been presented on a stand-alone basis.
The amounts that would have or will be incurred on a stand-alone basis
could differ significantly from the estimated amounts due to economies of
scale, differences in management and/or operational practices or other
factors.
Interest expense associated with the Meditrust Companies' general
corporate debt has not been allocated to Cobblestone Golf in this
financial statement. An allocation of interest charges on general
corporate debt to Cobblestone Golf would have resulted in approximately
$16,739 of interest expense for the period ended March 29, 1999. An
allocation of the debt would have resulted in an increase of $181,163 in
long-term debt at March 29, 1999. The allocation methodology is based on
applying the Meditrust Companies' total debt to total capitalization and
a weighted average interest rate of approximately 8.39% to the Meditrust
Companies' weighted average investment in Cobblestone Golf. Management
believes this allocation is reasonable.
In connection with the sale of Cobblestone Golf described in Note 13, the
Meditrust Companies have accrued a liability of $5,624 for bonuses paid
to Cobblestone employees as an incentive to stay with Cobblestone Golf
through the closing date of the sale. As such amount is an obligation of
the Meditrust Companies, no liability has been reflected in the combining
consolidated financial statements of Cobblestone Golf.
9. EMPLOYEE BENEFIT PLAN:
Cobblestone Golf maintains an employee savings plan (the "Plan") that
qualifies as a deferred salary arrangement under Section 401(k) of the
Internal Revenue Code. Under the Plan, which covers employees who have
met certain eligibility requirements, participating employees may defer
up to 17% of their pretax earnings, up to $9,500. Cobblestone Golf
matches up to 20% of the employee's contributions, up to a maximum of 4%
of the employee's earnings.
10. STOCK OPTION PLAN:
As an operating unit of the Meditrust Companies, Cobblestone Golf does
not have an employee stock option plan; however, certain employees of
Cobblestone Golf participate in the Meditrust Companies' stock option
plans.
F-16
<PAGE> 20
COBBLESTONE GOLF
NOTES TO COMBINING CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
10. STOCK OPTION PLAN, CONTINUED:
These plans provide for the grant of incentive and nonqualified options
at an exercise price that is 100% of the fair market value on the date of
grant. The Meditrust Companies apply APB 25 and related Interpretations
in accounting for stock options. Accordingly, no compensation expense is
reflected in the financial statements.
As of March 29, 1999, the employees of Cobblestone Golf hold a total of
7,495 options to purchase the Meditrust Companies' stock, all of which
are exercisable at the balance sheet date. The option prices range from
$3.95 to $4.42 per share at March 29, 1999. Compensation costs related to
such options would have been approximately $5 for the period from May 29,
1998 to March 29, 1999 had the Meditrust Companies followed the fair
value method at the grant date of option awards.
11. COMMITMENTS AND CONTINGENT LIABILITIES:
Cobblestone Golf has certain obligations to provide partial credit on
certain future memberships, at agreed upon terms, to residential
developers of properties adjacent to certain golf facilities.
Cobblestone Golf is party to various commitments, claims and routine
litigation arising in the ordinary course of business. Management does
not believe that the result of such commitments, claims and litigation,
individually or in the aggregate, will have a material effect on the
business or its income, cash flows or financial condition.
The Meditrust Corporation's equity interests in Cobblestone Golf have
been pledged to Meditrust Corporation's lenders under its senior credit
facility and to entitled bondholders.
Certain subsidiaries of Cobblestone Golf have guaranteed Meditrust
Corporation's obligations, or Meditrust Operating Company's guaranty
thereof, under Meditrust Corporation's senior credit facility.
These guarantee obligations were terminated upon completion of the sale
described in Note 13.
Meditrust Corporation's senior credit facility contains a notice
provision applicable to transfer transactions.
F-17
<PAGE> 21
COBBLESTONE GOLF
NOTES TO COMBINING CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
12. INCOME TAXES:
The income tax provision consists of the following:
<TABLE>
<CAPTION>
CORPORATE CLUBCORP NGP AGC TOTAL
--------- -------- --- --- -----
<S> <C> <C> <C> <C> <C>
Federal
Current $ 3,485 $ 1,530 $ 2,165 $ 85 $ 7,265
Deferred (3,485) (1,530) (2,165) (85) (7,265)
-------- -------- -------- -------- --------
$ -- $ -- $ -- $ -- $ --
======== ======== ======== ======== ========
</TABLE>
The difference between income taxes computed using the U.S. statutory
Federal income tax rate of 35% and actual tax provision as reflected in
the accompanying statements of operations is as follows:
<TABLE>
<CAPTION>
CORPORATE CLUBCORP NGP AGC TOTAL
--------- -------- --- --- -----
<S> <C> <C> <C> <C> <C>
Expected income tax benefit $ 656 $ 30,052 $ 22,888 $ 274 $ 53,870
Net income (loss) from REIT activities 631 (26,994) (20,466) (235) (47,064)
Operating losses not available for
tax benefit (1,287) (3,058) (2,422) (39) (6,806)
--------- --------- --------- --------- ---------
$ -- $ -- $ -- $ -- $ --
========= ========= ========= ========= =========
</TABLE>
The components of Cobblestone Golf's deferred tax assets and liabilities
as of March 29, 1999 are as follows:
<TABLE>
<CAPTION>
CORPORATE CLUBCORP NGP AGC TOTAL
--------- -------- --- --- -----
<S> <C> <C> <C> <C> <C>
Deferred tax assets
Net operating loss carryforward $ 1,220 $ 535 $ 758 $ 30 $ 2,543
Long term deferred revenue -- 2,271 1,476 -- 3,747
Other, net 67 252 188 9 516
-------- -------- -------- -------- --------
Gross deferred tax assets 1,287 3,058 2,422 39 6,806
Valuation allowance (1,287) (3,058) (2,422) (39) (6,806)
-------- -------- -------- -------- --------
$ -- $ -- $ -- $ -- $ --
======== ======== ======== ======== ========
</TABLE>
A valuation allowance has been established due to the uncertainty of
realizing the loss carryforward and deferred tax assets.
F-18
<PAGE> 22
COBBLESTONE GOLF
NOTES TO COMBINING CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
13. SALE OF COBBLESTONE GOLF:
On February 10, 1999 the Meditrust Companies entered into an agreement
(the "Purchase Agreement") to sell Cobblestone Golf to Golf Acquisitions
LLC, an entity controlled by ClubCorp, NGP and AGC. The sale transaction
closed based on balances as of March 29, 1999. Proceeds to the Meditrust
Companies were $391,278, subject to a closing adjustment as defined in
the Purchase Agreement.
As a result of the significant difference between the selling price in
the stock purchase agreement and the amount invested in Cobblestone Golf
by the Meditrust Companies, Cobblestone Golf determined that the goodwill
recorded at the time of the Meditrust Companies' acquisition would not be
realized. As such, the remaining unamortized balance of the goodwill was
written off and charged to earnings on February 10, 1999.
14. SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION:
<TABLE>
<CAPTION>
CORPORATE CLUBCORP NGP AGC TOTAL
--------- -------- --- --- -----
<S> <C> <C> <C> <C> <C>
Cash paid during the period
for interest $ 9 $ 326 $ 1,014 $ 3 $ 1,352
==== ======= ======= ==== ==========
Non-cash investing and
financing activities:
Capital leases entered into
for new equipment $ -- $ 3,062 $ 2,487 $ -- $ 5,549
==== ======= ======= ==== ==========
In connection with golf course
acquisitions:
Fair value of assets acquired, exclusive
of goodwill $ 368,457
==========
Goodwill $ 151,404
==========
Fair value of liabilities assumed $ (36,053)
==========
Value of paired shares issued to
purchase Cobblestone Holdings, Inc. $ (241,175)
==========
Cash, net $ (242,633)
==========
</TABLE>
F-19
<PAGE> 23
CLUBCORP, INC.
Proforma Consolidated Financial Statements (unaudited)
<TABLE>
<S> <C>
Proforma Consolidated Balance Sheet as of December 29, 1998 P-3
Proforma Consolidated Statement of Operations for the year ended December 29, 1998 P-4
Notes to Proforma Consolidated Financial Statements P-5
</TABLE>
<PAGE> 24
CLUBCORP, INC.
================================================================================
PROFORMA CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Effective March 29, 1999, ClubCorp, Inc. ("ClubCorp"), American Golf Corporation
and National Golf Operating Partnership, L.P. purchased Meditrust Golf Group,
Inc., Meditrust Golf Group II, Inc. and The Cobblestone Golf Companies, Inc.
(collectively "Cobblestone") from Meditrust Corporation and Meditrust Operating
Company (collectively "Meditrust") pursuant to a Stock Purchase Agreement dated
February 10, 1999 for a total purchase price of approximately $391 million in
cash. The following unaudited proforma consolidated financial statements have
been prepared to reflect the acquisition of 23 courses or approximately 53% of
the net assets of Cobblestone by ClubCorp for approximately $207 million in cash
plus closing costs and closing adjustments as defined in the Stock Purchase
Agreement. The acquisition was accounted for using the purchase method. ClubCorp
principally financed this acquisition with the proceeds of a $200 million Credit
Agreement with NationsBank, N.A., dated March 29, 1999.
The proforma consolidated balance sheet as of December 29, 1998 has been
prepared using the historical consolidated balance sheet of ClubCorp as of
December 29, 1998 and the unaudited historical balance sheets of the Cobblestone
courses acquired by ClubCorp as of December 31, 1998 as if the transaction had
occurred on December 29, 1998. The proforma consolidated statement of operations
for the year ended December 29, 1998 has been prepared using the historical
consolidated statement of operations of ClubCorp for the year ended December 29,
1998, and the unaudited historical consolidated statement of operations of the
Cobblestone courses acquired by ClubCorp before depreciation, amortization and
interest expense for the year ended December 31, 1998 as adjusted to reflect
certain proforma adjustments, as if the acquisition had been consummated on
January 1, 1998. Historical depreciation, amortization (including a goodwill
impairment charge of approximately $82 million) and interest expense for
Cobblestone were not included as Meditrust acquired Cobblestone on May 29, 1998
and applied purchase accounting on that date. Therefore, such information would
not be meaningful.
The proforma adjustments are based upon available information and contain
assumptions that management believes are reasonable under the circumstances. The
unaudited proforma consolidated financial statements are provided for
informational purposes only and are not necessarily indicative of ClubCorp's
financial condition or the results of its operations that would have been
realized had such transactions been completed for the dates presented, or that
may be realized in the future. The determination of the allocation of the
purchase price and the closing adjustments are still being evaluated and final
amounts could differ significantly from amounts included in these proforma
consolidated financial statements.
P-2
<PAGE> 25
CLUBCORP, INC.
================================================================================
PROFORMA CONSOLIDATED BALANCE SHEET
December 29, 1998
(Dollars in thousands, except share amounts)
<TABLE>
<CAPTION>
Cobblestone
Courses
Acquired
by Proforma
Assets ClubCorp ClubCorp Adjustments Proforma
------ -------- -------- ----------- --------
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 72,423 $ 354 $ (8,609)(1) $ 64,168
Membership and other receivables, net 84,915 4,165 -- 89,080
Inventories 18,082 1,608 -- 19,690
Other assets 17,587 468 -- 18,055
----------- ----------- ----------- -----------
Total current assets 193,007 6,595 (8,609) 190,993
Property and equipment, net 751,070 221,370 (12,640)(2) 959,800
Other assets 166,081 7,160 (4,684)(3) 168,557
----------- ----------- ----------- -----------
$ 1,110,158 $ 235,125 $ (25,933) $ 1,319,350
=========== =========== =========== ===========
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable and accrued liabilities $ 58,826 $ 1,005 $ -- $ 59,831
Long-term debt - current portion 18,633 996 -- 19,629
Other liabilities 97,127 4,039 -- 101,166
----------- ----------- ----------- -----------
Total current liabilities 174,586 6,040 -- 180,626
Long-term debt 255,917 2,125 200,000 (4) 458,042
Other liabilities 109,880 6,040 (5,013)(5) 110,907
Membership deposits 95,460 -- -- 95,460
Redemption value of common stock held by benefit plan 65,279 -- -- 65,279
Stockholders' equity:
Common stock, $.01 par value, 100,000,000 shares
authorized, 90,219,408 issued,
84,629,809 outstanding 902 -- -- 902
Additional paid-in capital 11,205 -- -- 11,205
Accumulated other comprehensive income (119) -- -- (119)
Retained earnings 445,770 -- -- 445,770
Treasury stock (48,722) -- -- (48,722)
Division equity -- 220,920 (220,920)(6) --
----------- ----------- ----------- -----------
Total stockholders' equity 409,036 220,920 (220,920) 409,036
----------- ----------- ----------- -----------
$ 1,110,158 $ 235,125 $ (25,933) $ 1,319,350
=========== =========== =========== ===========
</TABLE>
See accompanying notes to the proforma consolidated financial statements.
P-3
<PAGE> 26
CLUBCORP, INC.
================================================================================
PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 29, 1998
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Cobblestone
Courses
Acquired
by Proforma
ClubCorp ClubCorp Adjustments Proforma
-------- -------- ----------- --------
<S> <C> <C> <C> <C>
Operating revenues $ 851,336 $ 66,862 $ -- $ 918,198
Operating costs and expenses 658,932 50,891 -- 709,823
Depreciation and amortization 54,161 -- 13,007 (7) 67,168
Selling, general and administrative expenses 71,422 -- -- 71,422
--------- --------- --------- ---------
Operating income 66,821 15,971 (13,007) 69,785
Loss on divestitures (5,718) -- -- (5,718)
Interest and investment income 12,092 -- -- 12,092
Interest expense (28,901) -- (14,487)(8) (43,388)
Other income 1,025 -- -- 1,025
--------- --------- --------- ---------
Income before income taxes and extraordinary item 45,319 15,971 (27,494) 33,796
Income tax (provision) benefit (5,807) -- 12,152 (9) 6,345
--------- --------- --------- ---------
Income before extraordinary item 39,512 15,971 (15,342) 40,141
========= ========= ========= =========
Basic earnings per share - income before
extraordinary item $ .46 $ .02 $ (.01) $ .47
========= ========= ========= =========
Diluted earnings per share - income before
extraordinary item $ .45 $ .02 $ (.01) $ .46
========= ========= ========= =========
</TABLE>
See accompanying notes to the proforma consolidated financial statements.
P-4
<PAGE> 27
CLUBCORP, INC.
================================================================================
NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 29, 1998
(Unaudited)
Proforma Adjustments
The following notes describe the proforma adjustments made to ClubCorp's
proforma consolidated financial statements:
(1) To reflect the cash used to fund the purchase price plus estimated closing
costs as of December 29, 1998.
(2) To reflect the estimated fair value of property and equipment in connection
with the acquisition.
(3) To record debt issuance costs capitalized related to the financing of the
Cobblestone acquisition and to eliminate (i) Cobblestone tradename
capitalized by Meditrust and not acquired by ClubCorp and (ii) deferred
selling costs associated with sales of membership initiation fees.
(4) To reflect the borrowing of $200 million under the long-term credit
agreement used to fund the acquisition.
(5) To eliminate deferred revenue associated with membership initiation fees.
(6) To eliminate the division equity of Cobblestone properties acquired by
ClubCorp.
(7) To reflect depreciation on property and equipment acquired by ClubCorp.
Depreciation on property and equipment was computed using the estimated
remaining useful lives, ranging from five to 37 years, of the assets
acquired on a straight-line basis.
(8) To reflect interest expense on the $200 million credit agreement used to
fund the Cobblestone acquisition. An annual interest rate of LIBOR plus
1.25% to 1.75% (an average of 7.08%) was used to compute interest expense
related to the credit agreement. In addition to interest expense on the
credit agreement, the adjustment to interest expense reflects the
historical interest expense on capital leases assumed in the acquisition.
The interest rates on the capital leases assumed approximate current market
rates.
(9) To reflect the proforma income tax benefit for the operations acquired
using an effective income tax rate of 44.2%.
P-5
<PAGE> 28
INDEX TO EXHIBIT
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
23.1 Consent of PricewaterhouseCoopers LLP
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the registration
statements on Form S-8 (No.'s 33-89818, 33-96568, 333-08041, and 333-57107) of
ClubCorp, Inc. of our report dated May 7, 1999 relating to the financial
statements of Cobblestone Golf, which appears in the Current Report on Form
8-K/A Amendment No. 1 of ClubCorp, Inc. dated March 31, 1999.
PricewaterhouseCoopers LLP
Las Vegas, Nevada
June 7, 1999
