Exhibit 99.1
[Letterhead]
Houlihan Lokey Howard & Zukin
March 26, 1997
To The Trustees of the
Club Corporation International
Employee Stock Investment Plan
On behalf of The Employee Stock Investment Plan of Club Corporation
International (hereinafter sometimes referred to as "ClubCorp" or the
"Company"), you have retained Houlihan, Lokey, Howard & Zukin, Inc.
(hereinafter referred to as "Houlihan Lokey"), as financial advisor, to
determine whether ClubCorp's stock price as outlined in a letter dated March
26, 1997, is a proper reflection of the fair market value of the Company's
common stock as of December 31, 1996.
The term "fair market value," as used herein, is defined as the amount at
which the capital stock would change hands between a willing buyer and willing
seller, each having reasonable knowledge of all relevant facts, neither being
under any compulsion to act, with equity to both. Furthermore, the fair market
value of a share of stock may be viewed as a specific value within a
reasonable range of values and, accordingly, any specific value within such a
reasonable range may be viewed as reflecting the fair market value of a share
of stock. It is Houlihan Lokey's understanding, upon which it is relying, that
the Club Corporation International Employee Stock Investment Plan Committee
and any other recipient of the Opinion will consult with and rely solely upon
their own legal counsel with respect to this definition of fair market value.
No representation is made herein, or directly or indirectly by the Opinion, as
to any legal matter or as to the sufficiency of this definition for any
purpose other than setting forth the scope of Houlihan Lokey's engagement
hereunder.
Our investigation included discussions with management, a review of financial
data bearing upon recent and proposed operations, and other factors that we
considered necessary under the circumstances. These data have been accepted,
without further verification, as correctly reflecting the results of the
operations and financial condition of the Company, in accordance with
generally accepted accounting principles.
Based on the above analysis, and subject to the foregoing and to the attached
"LIMITING FACTORS AND OTHER ASSUMPTIONS," it is our opinion that, as of
December 31, 1996, the value of ClubCorp's common stock of TWELVE DOLLARS AND
FOUR CENTS ($12.04) per share, calculated using the formula approved by its
Board of Directors, appears to fall within a reasonable range of fair market
value.
/s/HOULIHAN, LOKEY, HOWARD & ZUKIN, INC.
LIMITING FACTORS AND OTHER ASSUMPTIONS
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In accordance with recognized professional ethics, the professional fee for
this service is not contingent upon Houlihan, Lokey, Howard & Zukin, Inc.'s
("Houlihan Lokey") conclusion of value, and neither Houlihan Lokey nor any of
its employees has a present or intended financial interest in the Company.
The opinion of value expressed herein is valid only for the stated purpose and
date of the letter.
The conclusions are based upon the assumption that present management would
continue to maintain the character and integrity of the enterprise through any
sale, reorganization, or diminution of the owners' participation.
This letter and the conclusions arrived at herein are for the exclusive use of
the Company. Furthermore, the letter and conclusions are not intended by the
author, and should not be construed by the reader, to be investment advice in
any manner whatsoever. The conclusions reached herein represent the considered
opinion of Houlihan Lokey based upon information furnished to it by the
Company and other sources. The extent to which the conclusions and valuations
arrived at herein should be relied upon, should be governed and weighted
accordingly.
No opinion, counsel or interpretation is intended in matters that require
legal or other appropriate professional advice. It is assumed that such
opinions, counsel or interpretations have been or will be obtained from the
appropriate professional sources.