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): ~~August~~September 309, 2013

CLUBCORP CLUB OPERATIONS, INC.

(Exact name of registrant as specified in its charter)



Delaware	333-173127	27-3894784
(State or other	(Commission File Number)	(IRS Employer
jurisdiction of incorporation)		Identification No.)



3030 LBJ Freeway, Suite 600 Dallas, Texas		75234
(Address of Principal Executive Offices)		(Zip Code)

(972) 243-6191

Registrant's Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))


o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

This Current Report on Form 8-K (this “Form 8-K”) is filed by ClubCorp Club Operations, Inc., a Delaware corporation (the "“Company"”), in connection with the matters described herein.

Item 18.01 ~~Modification~~Other ~~of a Material Definitive Agreement~~Events.

OnPreliminary ~~August~~Financial ~~30, 2013, the Company, CCA Club Operations Holdings, LLC, certain lenders,~~ and ~~Citicorp~~Operational North America, Inc., as administrative agent and collateral agent ("Citicorp"), entered into Amendment No. 3 ("Amendment No. 3") to the Credit Agreement dated as of November 30, 2010 (as amended, restated, extended, supplemented or otherwise modified from time to time, the "Credit Agreement") among the Company, the lenders from time to time a party thereto, and Citicorp.Results

The ~~Credit~~following ~~Agreement~~information reflects the Company's preliminary expectations of results for the twelve weeks ended September 3, 2013, based on currently available information. We have provided ranges, rather than specific amounts, for the financial results below, primarily because our financial closing procedures for the twelve weeks ended September 3, 2013 are not yet complete and, as ~~previously~~a ~~amended~~result, ~~permitted~~we anexpect ~~incremental~~that ~~increase~~our offinal ~~revolving~~results ~~credit~~upon ~~capacity~~completion of ~~$135.0~~our ~~million~~closing ~~with~~procedures anmay ~~additional~~vary ~~$75~~from the preliminary results included herein.0 ~~million~~For ininstance, ~~revolving~~we ~~credit~~have not finalized and ~~term~~completed ~~loan~~review ~~combined~~of ~~and~~certain ~~additional~~account ~~capacity~~reconciliations, such as our deferred tax account reconciliations, finalized certain accruals, such as our health plan claim reserves, which we are currently estimating, or prepared notes to our financial information. We anticipate that our consolidated condensed financial statements for ~~incremental~~the ~~revolving~~twelve ~~credit~~weeks ended September 3, 2013 will not be available until the week of October 14, 2013 and /will orbe ~~term~~included ~~loan~~in ~~commitments~~our ~~thereafter~~report ifon ~~certain~~Form ~~covenants~~10-Q ~~are~~filed ~~met~~for such period.

ByPreliminary ~~way~~Financial ~~of Amendment No~~Results. Although 3, the ~~Company~~financial ~~agreed~~results tofor ~~reduce~~ the ~~current~~twelve ~~revolving~~weeks ~~credit~~ended ~~facility~~September ~~with a maximum amount borrowing limit of $50.0 million to the then amount of standby letters of credit outstanding as of the effective date of Amendment No.~~ 3, ~~and~~2013 ~~Citicorp~~are ~~and~~not ~~the~~yet ~~lenders~~finalized, ~~named~~we ~~therein~~estimate ~~agreed~~that tofinancial aresults ~~conditional $135.0 million in incremental revolving credit commitments, which commitments~~ will ~~mature~~fall ~~five~~within ~~years from~~ the ~~effective~~following ~~date~~ranges, ofas ~~Amendment~~compared ~~No. 3. Amendment No. 3 is subject~~ to ~~certain customary conditions precedent, and~~ the ~~receipt~~twelve byweeks ~~the~~ended ~~Company,~~September ~~by way of contribution~~4, of at least $150.0 million of proceeds from the completion of an initial public offering by ClubCorp Holdings, Inc, all of which must be satisfied by October 31, 2013. Borrowings under the incremental revolving credit commitments will bear interest at a rate of LIBOR plus a margin of 3.0% per annum.2012:

The above description of Amendment No. 3 is qualified in its entirety by Amendment No. 3 filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.



	Twelve Weeks Ended
	September 3, 2013						September 4, 2012
	Low			High			Actual
	(in thousands)
Total revenues	$	193,400		$	194,900		$	179,997
Operating income	$	16,700		$	18,200		$	16,443
Net loss	$	(6,880	)	$	(4,870	)	$	(12,237	)
Adjusted EBITDA	$	40,100		$	41,600		$	38,038

~~Item~~We expect to report total revenues between $193.4 million and $194.9 million for the twelve weeks ended September 3, 2013, compared to $180.010 ~~Financial~~million ~~Statements~~for the twelve weeks ended September 4, 2012, representing an increase of $14.2 million or 7.9%, calculated using the midpoint of the range. Approximately $7.6 million of the increase is driven by increases in same store revenues and ~~Exhibits~~approximately $4.0 million of the increase is attributable to properties added in the past year. The remaining increase is primarily due to reimbursements for certain operating costs at our managed clubs, which are directly offset within club operating costs and expenses.

~~(d) Exhibits~~We expect to report operating income between $16.7 million and $18.2 million for the twelve weeks ended September 3, 2013, compared to $16.4 million for the twelve weeks ended September 4, 2012, representing an increase of 6.1%, calculated using the midpoint of the range. The increase in operating income is primarily due to the expected increase in revenues described above.

~~The~~We ~~following~~expect ~~document~~to isreport ~~attached~~net asloss anbetween ~~exhibit~~$(6.9) million and $(4.9) million for the twelve weeks ended September 3, 2013, compared to ~~this~~net ~~Current~~loss ~~Report~~of on$(12.2) ~~Form 8-K:~~million for the twelve weeks ended September 4, 2012.

Exhibit Number		Description
10.1		Amendment No. 3, dated as of August 30, 2013, to the Credit Agreement dated as of November 30, 2010 among CCA Club Operations Holdings, LLC, ClubCorp Club Operations, Inc. as Borrower, Citicorp North America, Inc. as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party thereto and Citigroup Global Markets Inc. as Sole Arranger and Sole Bookrunner.

We expect to report Adjusted EBITDA between $40.1 million and $41.6 million for the twelve weeks ended September 3, 2013, compared to $38.0 million for the twelve weeks ended September 4, 2012, representing an increase of 7.4%, calculated using the midpoint of the range.

Preliminary Operational Results. Although the operational results for the twelve weeks ended September 3, 2013 are not yet finalized, we estimate our total membership count at the end of the period to be as follows:

We expect our total membership count as of September 3, 2013 to be approximately 148,500 compared to total memberships of 144,765 as of December 25, 2012, representing a 2.6% increase. On a same store basis, membership counts typically decline in the fourth quarter due largely to seasonality, when colder temperatures and shorter days reduce the demand for golf and golf-related activities. See ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations — Factors Affecting our Business — Seasonality of Demand and Fluctuations in Quarterly Results’’ contained in our most recent quarterly report on Form 10-Q for the period ended June 11, 2013 (“Q2 2013 Quarterly Report”).

Adjusted EBITDA Reconciliation

Adjusted EBITDA is a non-GAAP measure used by management to measure our operating performance. The following table provides a reconciliation of net loss to EBITDA and Adjusted EBITDA for the ranges presented for the twelve weeks ended September 3, 2013 and the twelve weeks ended September 4, 2012.



	Twelve Weeks Ended
	September 3, 2013						September 4, 2012
	Low			High			Actual
	(in thousands)
Net loss	$	(6,880	)	$	(4,870	)	$	(12,237	)
Interest expense	19,254			19,254			19,831
Income tax expense (benefit)	4,390			3,880			(1,601		)
Interest and investment income	(80		)	(80		)	(29		)
Depreciation and amortization	17,030			17,030			17,592
EBITDA	33,714			35,214			23,556
Impairments and disposition of assets (a)	2,776			2,776			13,107
Non-cash adjustments (b)	1,153			1,153			759
Other adjustments (c)	2,238			2,238			25
Acquisition adjustment (d)	219			219			591
Adjusted EBITDA	$	40,100		$	41,600		$	38,038

______________________


(a)	Includes non-cash impairment charges related to: property and equipment, loss on disposal of assets and net loss from discontinued clubs.


(b)	Includes non-cash items related to purchase accounting associated with the acquisition of ClubCorp, Inc. in 2006, by affiliates of KSL, amortization of proceeds received from certain mineral lease and surface right agreements and expense recognized for our long-term incentive plan.


(c)	Other adjustments include management fees and expenses paid to an affiliate, earnings of equity method investments less cash distributions from said investments, income or loss attributable to non-controlling equity interests of continuing operations, costs and other non-recurring charges permitted to be excluded by the credit agreement governing the Secured Credit Facilities.


(d)	Represents deferred revenue related to initiation deposits and fees that would have been recognized in the applicable period but for the application of purchase accounting in connection with the purchase of ClubCorp, Inc. in 2006.

Cautionary Statement

The preliminary financial and operational information included in this Form 8-K statement reflect management's estimates based solely upon information available to us as of the date of this Form 8-K and are the responsibility of management. The preliminary financial results presented above are not a comprehensive statement of our financial results for the twelve weeks ended September 3, 2013 and have not been audited, reviewed, or compiled by our independent registered public accounting firm, Deloitte & Touche LLP. Accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto. The preliminary financial results presented above are subject to the completion of our financial closing procedures, which have not yet been completed. Our actual results for the twelve weeks ended September 3, 2013 are not expected to be available until the week of October 14, 2013 and may differ materially from these estimates. Accordingly, you should not place undue reliance upon these preliminary financial results. For example, during the course of the preparation of the respective financial statements and related notes, additional items that would require material adjustments to be made to the preliminary estimated financial results presented above may be identified. There can be no assurance that these estimates will be realized, and estimates are subject to risks and uncertainties, many of which are not within our control.

This Form 8-K should be read together with the consolidated condensed financial statements, related notes and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our Q2 2013 Quarterly Report. Certain statements in this Form 8-K are “forward-looking statements” under Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are based on current expectations. However, actual results may differ materially from expectations due to the risks, uncertainties and other factors that affect our business. The Company provides additional information about these factors in the reports filed with the Securities and Exchange Commission, including, but not limited to, those described in “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Q2 2013 Quarterly Report. We disclaim any obligation to update any forward-looking statement in this document, whether as a result of changes in underlying factors, new information, future events or otherwise.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 30, 2013	CLUBCORP CLUB OPERATIONS, INC.
Date: September 9, 2013	CLUBCORP CLUB OPERATIONS, INC.
	By:	/s/ Curtis D. McClellan
		Curtis D. McClellan
		Chief Financial Officer and Treasurer

As of
September 3, 2013

As of
December 25, 2012

Membership count

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