Clubcorp 11-K Annual report of employee stock purchases

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 11-K

[X]	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2001
	OR
[  ]	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from           to

Commission File Numbers 33-89818, 33-96568, 333-08041, 333-57107 and 333-52612

CLUBCORP EMPLOYEE STOCK OWNERSHIP PLAN
(Full title of the plan)

CLUBCORP, INC.
(Exact name of issuer of the securities held pursuant to the plan)

3030 LBJ FREEWAY, DALLAS, TEXAS 75234
(Address of principal executive office)

(972) 243-6191
(Issuer���s telephone number; including area code)

TABLE OF CONTENTS

Independent Auditors’ Report
	Statements of Net Assets Available for Benefits
	Statements of Changes in Net Assets Available for Benefits
	Notes to Financial Statements
	Schedules
	Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
	Schedule H, Line 4j — Schedule of Reportable Transactions
EX-23.1 Consent of Independent Auditors

Table of Contents

	Page
Independent Auditors’ Report	1
Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000	2
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2001 and 2000	3
Notes to Financial Statements	4
Schedules
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)	8
Schedule H, Line 4j — Schedule of Reportable Transactions	9

Independent Auditors’ Report

The Board of Trustees
ClubCorp Employee Stock Ownership Plan:

We have audited the accompanying statements of net assets available for benefits of ClubCorp Employee Stock Ownership Plan as of December 31, 2001 and 2000, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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 management, 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 benefits of ClubCorp Employee Stock Ownership Plan as of December 31, 2001 and 2000, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules, Schedule H, Line 4i — Schedule of Assets (Held at End of Year) and Schedule H, Line 4j — Schedule of Reportable Transactions, 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 are the responsibility of the Plan’s management. 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.

The Schedule H, Line 4i — Schedule of Assets (Held at End of Year) that accompanies the Plan’s financial statements does not disclose the historical cost of certain plan assets held. Disclosure of this information is required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.

KPMG LLP

Dallas, Texas
June 21, 2002

CLUBCORP EMPLOYEE STOCK OWNERSHIP PLAN

Statements of Net Assets Available for Benefits

December 31, 2001 and 2000

				2001		2000
Assets:
	Cash			$	46,512		—
	Investments:
		ClubCorp, Inc. common stock, at fair value			49,719,783		68,142,435
		Short-term investments, at fair value			1,050,981		339,582
					50,770,764		68,482,017
	Receivables:
		Employer contributions			315,606		287,753
		Employee contributions			335,876		541,058
		Interest receivable			—		4,378
					651,482		833,189
			Total assets		51,468,758		69,315,206
Liabilities:
	Miscellaneous payables				—		348,456
		Net assets available for benefits		$	51,468,758		68,966,750

See accompanying notes to financial statements.

2

CLUBCORP EMPLOYEE STOCK OWNERSHIP PLAN

Statements of Changes in Net Assets Available for Benefits

Years ended December 31, 2001 and 2000

				2001			2000
Additions to net assets attributed to:
	Employer contributions			$	1,415,988			1,511,694
	Employee contributions				7,124,553			7,041,424
	Investment income				30,662			106,829
	Other				—			32,729
					8,571,203			8,692,676
Deductions from net assets attributed to:
	Net depreciation in fair value of investments:
		ClubCorp, Inc. common stock			18,422,579			5,242,754
	Benefits paid and withdrawals				7,490,615			10,450,416
	Administrative expenses				156,001			147,050
					26,069,195			15,840,220
			Net decrease in net assets available for benefits		(17,497,992	)		(7,147,544	)
Net assets available for benefits:
	Beginning of year				68,966,750			76,114,294
	End of year			$	51,468,758			68,966,750

See accompanying notes to financial statements.

3

CLUBCORP EMPLOYEE STOCK OWNERSHIP PLAN

Notes to Financial Statements

December 31, 2001 and 2000

(1)

General

The ClubCorp Employee Stock Ownership Plan (Plan) is a defined contribution plan covering employees of ClubCorp, Inc.’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. Contributions to the Plan are primarily invested in ClubCorp common stock. Participants may elect to diversify a portion of their account assets upon meeting certain age and participation requirements. The Employer matches 20% of the employee contributions and may, at its discretion, match up to an additional 30% of employee contributions. For the years ended December 31, 2001 and 2000, ClubCorp made no discretionary 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 credited service. Prior to January 1, 2002, full vesting was attained after seven years of credited service. Effective January 1, 2002, full vesting is attained after six 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. The participant or beneficiary may also elect to receive ClubCorp common stock in lieu of cash.

4

CLUBCORP EMPLOYEE STOCK OWNERSHIP PLAN

Notes to Financial Statements

December 31, 2001 and 2000

(f)	Administrative Expenses
	Forfeitures are used by the Plan to pay direct administrative expenses, which amounted to $156,001 and $147,050 in 2001 and 2000, respectively. Indirect expenses and any direct expenses not covered by forfeitures are paid by ClubCorp. Indirect administrative expenses of $256,874 and $184,178 were paid by ClubCorp on behalf of the Plan in 2001 and 2000, 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 assets would be distributed to Plan participants based on each participant’s account balance.
(h)	Form 5500 Reconciliation
	The net assets available for benefits recorded in the Plan’s Form 5500 as of December 31, 2001 and 2000 are less than the corresponding amounts reported in the accompanying financial statements by $11,885 and $2,171,322, respectively. These differences relate to benefits payable at year end for terminations.
(i)	Use of Estimates
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

(2)	Investments
	The following table presents the fair value of investments at December 31, 2001 and 2000.

		2001				2000
		Units/shares		Fair value		Units/shares		Fair value
Investment at estimated fair value:
	ClubCorp common stock		4,109,073	$	49,719,783		4,144,917	$	68,142,435
Investment at quoted market value:
	State Street Short-Term Investments		—		—		339,582		339,582
Investment at quoted market value:
Schwab Institutional Advantage Money Fund			1,050,981		1,050,981		—		—
				$	50,770,764			$	68,482,017

5

CLUBCORP EMPLOYEE STOCK OWNERSHIP PLAN

Notes to Financial Statements

December 31, 2001 and 2000

	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, a financial advisor has been engaged by ClubCorp to render an opinion on the fair market value of the common stock. All purchases of common stock by the Plan were made on or shortly after an appraisal date at the fair market value. Purchases of common stock by the Plan are made from ClubCorp and its shareholders.
(3)	Employer 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 by year-end.
(4)	Federal Income Taxes
	The Plan obtained its latest tax determination letter on October 1, 2001, in which the Internal Revenue Service stated that the Plan was in compliance with the applicable requirements of the Internal Revenue Code (IRC). The Plan administrator believes that the Plan is currently being operated in compliance with the applicable requirements of the IRC.
(5)	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. ClubCorp common stock and short-term investments are carried at fair value.

6

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

		CLUBCORP EMPLOYEE STOCK OWNERSHIP PLAN
Date:	July 1, 2002	By:	/s/ Angela A. Stephens Angela A. Stephens Senior Vice President/Corporate Controller ClubCorp, Inc.

7

CLUBCORP EMPLOYEE STOCK OWNERSHIP PLAN

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

December 31, 2001

		Description of			Current
Identity of issue		investment	Cost		value
Common stock — ClubCorp, Inc.*		4,109,073 shares	$	**	$	49,719,783
Schwab Institutional Advantage Money
	Fund — Short-Term	1,050,981 units		1,050,981		1,050,981
	Investment Fund *				$	50,770,764

*	Party-in-interest
**	Historical cost information not available for this investment.

See accompanying independent auditors’ report.

8

CLUBCORP EMPLOYEE STOCK OWNERSHIP PLAN

Schedule H, Line 4j — Schedule of Reportable Transactions

Year ended December 31, 2001

															Current
											Expense				value of
Identity			Aggregate								incurred				asset on		Net
of party		Description of	number of		Purchase		Selling		Lease		with		Cost of		transaction		gain
involved		Asset	transactions		price		Price		rental		transaction		asset		date		(loss)
Purchases:
	Schwab Instl. Advantage Money Fund	Money market fund		14	$	2,940,408		—		—		—		2,940,408		2,940,408		—
	State Street Short Term Investment Fund	Money market fund		60		5,955,713		—		—		—		5,955,713		5,955,713		—
Sales:
	Schwab Inst. Advantage Money Fund	Money market fund		36		—	$	1,889,427		—		—		1,189,427		1,189,427		—
	State Street Short Term Investment Fund	Money market fund		80		—		6,295,295		—		—		6,295,295		6,295,295		—

See accompanying independent auditors’ report.

9

Index to Exhibits

Exhibit
No.	Description
23.1	Independent Auditors’ Consent

10