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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 1997
REGISTRATION STATEMENT NO. 333-37789
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 3 ON FORM S-3
TO
REGISTRATION STATEMENT ON FORM S-1
UNDER
THE SECURITIES ACT OF 1933
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FLORIDA PANTHERS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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<C> <C> <C>
DELAWARE 7941 65-0676005
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification Number)
organization)
RICHARD L. HANDLEY
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
FLORIDA PANTHERS HOLDINGS, INC.
450 EAST LAS OLAS BOULEVARD 450 EAST LAS OLAS BOULEVARD
FORT LAUDERDALE, FLORIDA 33301 FORT LAUDERDALE, FLORIDA 33301
(954) 712-1300 (954) 712-1300
(Address, including zip code, and telephone (Name, address, including zip code, and
number, including telephone
area code, of registrant's principal number, including area code, of agent for
executive offices) service)
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Copies to:
STEPHEN K. RODDENBERRY, ESQ.
AKERMAN, SENTERFITT & EIDSON, P.A.
ONE S.E. THIRD AVENUE, 28TH FLOOR
MIAMI, FLORIDA 33131-1704
(305) 374-5600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of the Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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EXPLANATORY NOTE
This Post-Effective Amendment on Form S-3 is intended to convert the
Registration Statement on Form S-1 (Regis. No. 37789) to a Registration
Statement on Form S-3.
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PROSPECTUS
FLORIDA PANTHERS LOGO
18,609,491 SHARES
FLORIDA PANTHERS HOLDINGS, INC.
CLASS A COMMON STOCK
------------------------
This Prospectus relates to an aggregate of 18,609,491 shares (the "Shares")
of Class A common stock, par value $.01 per share (the "Class A Common Stock"),
of Florida Panthers Holdings, Inc. (the "Company"), which may be offered for
sale hereby, from time to time, for the account of the persons listed herein
(the "Selling Stockholders") who have acquired certain of the Shares in private
placement transactions or acquisitions of businesses by the Company not
involving a public offering or who may be deemed to be affiliates of the Company
under Rule 405 of the Securities Act of 1933, as amended (the "Securities Act").
The Shares are being registered under the Securities Act on behalf of the
Selling Stockholders in order to permit the public sale or other distribution of
the Shares.
The Shares may be sold or distributed from time to time by or for the
account of the Selling Stockholders or their pledgees through underwriters or
dealers, through brokers or other agents, or directly to one or more purchasers
including pledgees, at market prices prevailing at the time of sale or at prices
otherwise negotiated. This Prospectus may also be used, with the Company's prior
consent, by donees of the Selling Stockholders, or by other persons acquiring
certain of the Shares and who wish to offer and sell such Shares under
circumstances requiring or making desirable its use. The Company will not
receive any of the proceeds from the sale of the Shares offered hereby and will
bear certain expenses incident to their registration. See "Selling Stockholders"
and "Plan of Distribution."
The Selling Stockholders and brokers through whom the sale of the Class A
Common Stock are made may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act. In addition, any profits realized by the
Selling Stockholders or such brokers on the sale of such Class A Common Stock
may be deemed to be underwriting commissions under the Securities Act.
The Company has two classes of Common Stock: Class A Common Stock, which is
offered hereby, and the Company's Class B common stock, par value $.01 per share
("Class B Common Stock"), which is currently owned by H. Wayne Huizenga, the
Company's Chairman of the Board. Each share of Class A Common Stock is entitled
to one vote, and each share of Class B Common Stock is entitled to 10,000 votes,
on all matters submitted to the Company's stockholders for approval.
Accordingly, Mr. Huizenga, as the sole holder of the Class B Common Stock, is
able to control the management and policies of the Company and substantially all
the matters submitted to the Company's stockholders for approval, including the
election of the directors. The shares of Class A Common Stock and Class B Common
Stock are subject to certain National Hockey League ("NHL") requirements and
restrictions with respect to ownership. In addition, unless otherwise permitted
by the NHL, Mr. Huizenga is required to maintain voting control of the Company
at all times. THE SHARES OF CLASS B COMMON STOCK WERE ISSUED TO MR. HUIZENGA
SOLELY TO SATISFY THE CONTROL REQUIREMENTS OF THE NHL.
The Class A Common Stock is traded on the New York Stock Exchange (the
"NYSE") under the symbol "PAW." On November 28, 1997, the last reported sales
price of Class A Common Stock as reported by the NYSE was $18 13/16 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE CLASS A COMMON STOCK
OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
December , 1997
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No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in or
incorporated by reference in this Prospectus in connection with the offer made
by this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or the Selling
Stockholders. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
not been any change in the facts set forth in this Prospectus or in the affairs
of the Company since the date hereof. This Prospectus does not constitute an
offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is unlawful to
make such offer or solicitation.
TABLE OF CONTENTS
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PAGE
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Available Information....................................... 2
The Company................................................. 3
Risk Factors................................................ 5
Use of Proceeds............................................. 9
Selling Stockholders........................................ 10
Description of Capital Stock................................ 12
Plan of Distribution........................................ 14
Legal Matters............................................... 15
Experts..................................................... 15
Incorporation of Certain Documents by Reference............. 15
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder, and, in accordance therewith, files reports,
proxy and information statements and other information with the Securities and
Exchange Commission (the "Commission"). These reports, proxy and information
statements and other information concerning the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at the Commission's
regional offices located at Citicorp Center, Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661 and at Seven World Trade Center, Suite 1300, New
York, New York 10048. Copies of such material can also be obtained from the
Commission at prescribed rates through its Public Reference Section at 450 Fifth
Street, N.W., Washington, D.C. 20549. The Commission also maintains a site on
the World Wide Web at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The Class A Common Stock formerly traded on
the Nasdaq National Market ("Nasdaq"). Information filed by the Company with
Nasdaq may be inspected at the offices of Nasdaq at 1735 K Street, N.W.,
Washington, D.C. 20006. As of July 11, 1997, the Class A Common Stock began
trading on the NYSE. Information filed by the Company with the NYSE may be
inspected at the office of the NYSE at 20 Broad Street, New York, New York
10005.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act with respect to the Shares offered hereby
(including all amendments and supplements thereto, the "Registration
Statement"). This Prospectus, which forms a part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement,
certain parts of which have been omitted in accordance with the rules and
regulations of the Commission. Statements contained herein concerning the
provisions of certain documents are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference. The Registration
Statement and the exhibits thereto can be inspected and copied at the public
reference facilities and regional offices of the Commission and at the offices
of Nasdaq and the NYSE referred to above.
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THE COMPANY
The Company is a holding company with subsidiaries currently operating in
two business segments: (i) leisure and recreation (the "Leisure and Recreation
Business") and (ii) entertainment and sports (the "Entertainment and Sports
Business"). The Company was formed in July 1996 and, upon the completion of its
initial public offering and concurrent offering (the "Initial Offerings") in
November 1996, continued the operations of the Florida Panthers Hockey Club (the
"Panthers"), a professional hockey team which has been a member of the NHL since
1993. Following completion of the Initial Offerings, the Company expanded into
the Leisure and Recreation Business, through the ownership and operation of
high-end destination luxury resorts, and diversified the Entertainment and
Sports Business to include ice skating rink operations. The Company's current
focus is on expanding the Leisure and Recreation Business. The primary elements
of the Company's current business strategy include: (i) the development of
capital projects (additional unit construction, recreational amenities and
conference space) at its existing luxury resorts, (ii) the expansion of the core
upscale clientele of the Leisure and Recreation Business, which will increase
the Company's ability to cross-market other services to this customer base and
(iii) the acquisition of other luxury resorts. In executing its business
strategy, the Company continuously evaluates opportunities in other industries
and businesses for potential strategic acquisitions where the Company believes
it can leverage its competitive strengths and increase stockholder value.
The Leisure and Recreation Business presently consists of the Company's
ownership of the Boca Raton Resort and Club ("Boca Resort"), the Hyatt Regency
Pier 66 Hotel and Marina ("Pier 66") and the Radisson Bahia Mar Beach Resort and
Yachting Center ("Bahia Mar"), and its majority ownership interest in the
Registry Hotel at Pelican Bay ("Registry Resort") (Boca Resort, Pier 66, Bahia
Mar and Registry Resort are collectively referred to as the "Resort
Facilities").
Boca Resort is a destination luxury resort and private club fronting both
the Atlantic Ocean and Intracoastal Waterway in Boca Raton, Florida. Boca Resort
includes 963 luxury guest rooms, a 50,000 sq. ft. conference center, a separate
140,000 sq. ft. conference center currently under construction, a 25 slip
marina, two 18 hole championship golf courses, a 30 court tennis club, five
swimming pools, an indoor basketball court, two indoor racquetball courts, a
fitness center, a half mile of private beach with various water sports
facilities and 15 food and beverage sites ranging from five-star cuisine to
beach side grills. Boca Resort has consistently been awarded the Readers' Award
as one of the "Top 25 Hotels in North America" by Travel & Leisure magazine.
Registry Resort is a luxury resort fronting the Gulf of Mexico in Naples,
Florida, within a 90-minute drive of the east coast of South Florida. The
Company currently owns approximately 78% of Registry Resort and has made offers
to acquire the remaining 22%. Registry Resort includes 474 luxury guest rooms, a
conference center, recreational areas, restaurant and retail outlets, a 15 court
tennis facility and a nature reserve boardwalk, as well as water sports and
other beach amenities. Registry Resort has received Mobile Travel Guide's Four
Star Award, as well as AAA's Four Diamond Award, and has been cited by Conde
Nast Traveler magazine as one of the best resorts in the United States.
Pier 66 is a luxury resort and marina fronting the Intracoastal Waterway in
Fort Lauderdale, Florida. Pier 66 includes 380 luxury guest rooms, a 142 slip
marina, three swimming pools, meeting space and six restaurants and lounges.
Pier 66 has received the Mobil Travel Guide's Four Star Award and AAA's Four
Diamond Award.
Bahia Mar is a resort and marina complex fronting the Atlantic Ocean in
Fort Lauderdale, Florida. Bahia Mar includes 300 luxury guest rooms, a 350 slip
marina, four tennis courts, meeting space and retail space. Bahia Mar has
received the Mobil Travel Guide's Three Star Award and AAA's Three Diamond
Award, as well as the 1995 Radisson President's Award and a City of Fort
Lauderdale Community Appearance Award.
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The Company's Entertainment and Sports Business currently consists of the
Company's hockey operations, arena development and management operations and ice
skating rink operations. The Company's hockey operations consist of the
ownership and operation of the Panthers. The Company's arena development and
management operations involve the Broward County Arena, a new multi-purpose,
state-of-the-art entertainment and sports center in Broward County, Florida.
Pursuant to an operating agreement between the Company and Broward County, upon
completion of the Broward County Arena, the Company will manage and operate the
Broward County Arena, where the Panthers will play their home games. The Company
also owns approximately 78% of Decoma, the entity which operates the Miami
Arena, the arena where the Panthers play their home games. The Company's ice
skating rink activities consist of the operation of Incredible Ice, a twin-pad
ice skating rink facility in Coral Springs, Florida, and Gold Coast, an ice
skating rink facility in Pompano Beach, Florida.
The Company was incorporated in Florida on July 3, 1996 and subsequently
reincorporated in Delaware on November 17, 1997. In connection with the Initial
Offerings, the Class A Common Stock began trading on Nasdaq on November 13, 1996
under the symbol "PUCK." On July 11, 1997, the Class A Common Stock began
trading on the NYSE under the symbol "PAW." The NYSE ticker symbol was not
affected by the reincorporation.
RECENT DEVELOPMENTS
On November 26, 1997, the Company consummated the acquisition of the
Rolling Hills Golf Course, which is located in Davie, Florida, for approximately
$8.0 million in cash. The transaction will be accounted for under the purchase
method of accounting.
The Company's principal executive offices are located at 450 East Las Olas
Boulevard, Fort Lauderdale, Florida 33301 and its telephone number is (954)
712-1300.
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RISK FACTORS
Prospective investors should consider carefully the following risk factors,
together with the other information contained in this Prospectus, in evaluating
an investment in the shares of Class A Common Stock offered hereby. The
following factors and other information set forth in this Prospectus contain
certain forward-looking statements involving risks and uncertainties. The
Company's actual results may differ materially from the results anticipated in
these forward-looking statements as a result of certain factors set forth in
this section and elsewhere in this Prospectus.
HISTORY OF LOSSES OF THE PANTHERS AND UNCERTAINTY OF FUTURE RESULTS
The Company and its subsidiaries have not generated any earnings to date
and have incurred net losses of approximately $12.2 million, $10.3 million,
$25.1 million, $15.4 million, $12.9 million and $937,000 during the three months
ended September 30, 1997 and the years ended June 30, 1997, 1996, 1995 and 1994
and the seven months ended June 30, 1993, respectively. These losses were due
primarily to the operations of the Panthers. Although the Company has moved into
the high-end luxury resort business, which is generally more profitable than
professional sports franchises, there can be no assurance that the Company will
ever achieve a profitable level of operations or that profitability, if
achieved, can be sustained on an ongoing basis.
NEED FOR ADDITIONAL CAPITAL
The Company's business may require substantial capital infusions on a
continuing basis to finance operations and expansion. The Company's capital
resources are used to meet operating expenses, satisfy the Company's debt and
other obligations, expand the Company's existing resorts and acquire additional
resorts. The Company believes that it has or can obtain sources of capital from
additional borrowings or the sale of debt or equity securities, or some
combination thereof to satisfy its capital requirements. In the event the
Company cannot generate sufficient cash flow from its operations, or is unable
to borrow or otherwise obtain additional funds to finance its operations, the
Company's financial condition or results of operations could be materially
adversely affected.
CHALLENGES OF INTEGRATING THE OPERATIONS OF THE RESORT FACILITIES
The full benefits of the Company's acquisitions of the Resort Facilities
will require the integration of each entity's administrative, finance and
marketing organizations and the implementation of appropriate operational,
financial and management systems and controls. There can be no assurance that
the Company will be able to integrate the operations of the Resort Facilities
successfully.
RISKS RELATING TO EXPANSION
The Company may, as part of its growth strategy, consider making additional
acquisitions of certain resort-related, sports-related or other types of
businesses, as well as certain commercial properties, including properties which
may be owned by Mr. Huizenga or his affiliates. The Company may make such
acquisitions with cash or with stock or a combination thereof. If the Company
does make any such acquisitions, various associated risks may be encountered,
including potential dilution to the shares of Class A Common Stock then
outstanding due to additional shares of Class A Common Stock or Class B Common
Stock (collectively, the "Common Stock") being issued in connection with the
acquisitions, incurrence or assumption of debt, possible goodwill amortization
or additional depreciation on acquired property and equipment, diversion of
management's attention, possible environmental and other regulatory costs and
unanticipated problems or liabilities, some or all of which could have a
material adverse effect on the Company's financial condition or results of
operations.
CONTROL BY H. WAYNE HUIZENGA; VOTING RIGHTS
The Company has two classes of common stock, the Class A Common Stock and
the Class B Common Stock. The Company has issued shares of Class B Common Stock
to Mr. Huizenga to satisfy certain control requirements of the NHL. In
accordance with the NHL Constitution and Bylaws, a change in the controlling
shareholder must be approved by the NHL. As such, Mr. Huizenga is required to
maintain control of the Company unless the NHL approves the transfer of his
controlling interests. The Class A Common Stock and
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Class B Common Stock generally vote together on each matter submitted to the
shareholders for approval. Each share of Class A Common Stock is entitled to one
vote, and each share of Class B Common Stock is entitled to 10,000 votes.
Consequently, Mr. Huizenga, as the sole holder (holding 255,000 shares) of the
Class B Common Stock, will be able to control the management and policies of the
Company and the outcome of substantially all of the matters submitted to the
shareholders for approval, including the election of directors.
Neither the Company's charter nor its bylaws restrict the transfer of the
Class B Common Stock. Accordingly, subject to the requirements of federal and
state securities laws and the approval of the NHL, shares of Class B Common
Stock may be owned by persons other than Mr. Huizenga. As a result, control of
the Company may be transferred by Mr. Huizenga to other persons without the
approval of the holders of Class A Common Stock and Mr. Huizenga may receive a
control premium, which may be significant, in connection with such sale.
DEPENDENCE ON KEY PERSONNEL
For the foreseeable future, the Company will be materially dependent upon
the services of Mr. Huizenga. The loss of the services of Mr. Huizenga could
have a material adverse effect on the Company. The Company does not carry key
man life insurance on any of its officers.
SHARES OF CLASS A COMMON STOCK ELIGIBLE FOR FUTURE SALE
All of the Company's currently issued and outstanding shares of Class A
Common Stock were either issued in the prior registered public offerings or have
been registered for resale, and thus are freely tradeable without restriction
under the Securities Act, unless held by an affiliate of the Company. In
addition, the Company has registered under the Securities Act (i) the 5,112,396
shares of the Class A Common Stock which have been issued or are issuable in
connection with the acquisition of Boca Resort, (ii) 5,000,000 shares of the
Class A Common Stock reserved for issuance under the Amended and Restated 1996
Stock Option Plan and (iii) 6,000,000 shares of Class A Common Stock which may
be issued in connection with potential future acquisitions and resales thereof
by the recipients. Shares so registered could be sold in the public market at
any time. No predictions can be made as to the effect, if any, that market sales
of shares of Class A Common Stock or the availability of the shares of Class A
Common Stock for sale will have on the market price for shares of Class A Common
Stock prevailing from time to time. Sales of substantial amounts of shares of
Class A Common Stock in the public market could adversely affect the market
price of the Class A Common Stock and could impair the Company's future ability
to raise capital through an offering of equity securities.
POSSIBLE VOLATILITY OF STOCK PRICE
The trading price of the Company's Class A Common Stock could be subject to
significant fluctuations in response to variations in quarterly results and
other factors.
ABSENCE OF DIVIDENDS
The Company does not intend to pay any cash or stock dividends with respect
to its Common Stock in the foreseeable future. Furthermore, the Company's
ability to declare or pay dividends on its Common Stock is limited by the
provisions of the NHL Bylaws and is expected to be limited by the terms of a new
credit facility which the Company is currently negotiating.
OPERATING RISKS RELATING TO THE RESORT FACILITIES
The Resort Facilities are subject to all operating risks common to the
resort and hotel industry. These risks include, among other things,
over-building in the resort and hotel industry which adversely affects rates
charged by the Resort Facilities; increases in operating costs due to inflation
and other factors; dependence on tourism and weather conditions; increases in
energy costs and other expenses of travel; and adverse effects of general and
local economic conditions. Any of these factors could have a material adverse
effect on the Company's financial condition or results of operations.
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SEASONALITY OF THE RESORT BUSINESS
The business of the Resort Facilities is generally seasonal. The Resort
Facilities, each of which is located in South Florida, have historically
experienced higher revenues and operating profits in the first and fourth
quarters of each calendar year due to increased rates of occupancy and room
rental rates during the winter months. This seasonality also results in higher
operating costs during these quarters.
COMPETITION
The resort and hotel industry is highly competitive. Competitive factors
within the resort and hotel industry include room rates, quality of
accommodations, service levels, convenience of location, reputation, reservation
systems, name recognition and availability of alternative resort and hotel
operations in local markets. Each of the Resort Facilities has a number of
competitors. An increase in the number of competitive resort and hotel
facilities in each of the Resort Facilities' respective markets could have a
material adverse effect on the levels of occupancy and average room rates of
each of the Resort Facilities. Further, there can be no assurance that new or
existing competitors will not significantly reduce their rates or offer greater
convenience, services or amenities or significantly expand, improve or develop
facilities in the markets in which the Resort Facilities compete, thereby
adversely affecting the Company's resort and hotel operations.
The Panthers compete for entertainment and sports dollars not only with
other major league sports, but also with college athletics and other
sports-related entertainment. During portions of its season, the Panthers
experience competition from professional basketball (the Miami Heat),
professional football (the Miami Dolphins) and professional baseball (the
Florida Marlins). Mr. Huizenga currently controls the Miami Dolphins and the
Florida Marlins. In addition, the colleges and universities in South Florida, as
well as public and private secondary schools, offer a full schedule of athletic
events throughout the year. The Panthers also compete for attendance and
advertising revenue with a wide range of other entertainment and recreational
activities available in South Florida. Additionally, the Panthers compete with
other NHL and non-NHL teams, professional and otherwise, for available players.
CAPITAL EXPENDITURES RELATING TO THE RESORT FACILITIES
The Resort Facilities have an ongoing need for routine renovations and
other capital improvements, including periodic replacement of furniture,
fixtures and equipment. The cost of such capital improvements could have a
material adverse effect on the Company's financial condition or results of
operations. In addition, the Resort Facilities may require non-routine
renovations in the future. Such renovations involve certain risks, including the
possibility of environmental problems, the possibility that the Company will not
have available cash to fund renovations or that financing for renovations will
not be available on favorable terms, uncertainties as to market demand or
deterioration in market demand after commencement of renovation and the
emergence of unanticipated competition from other resorts, hotels and
alternative lodging facilities.
ENVIRONMENTAL MATTERS
The Company's operating costs may be affected by the obligation to pay for
the cost of complying with existing environmental laws, ordinances and
regulations, as well as the cost of complying with future legislation. Under
various federal, state and local environmental laws, ordinances and regulations,
a current or previous owner or operator of real property may be liable for the
costs of removal or remediation of hazardous or toxic substances, as well as
contamination from such hazardous or toxic substances, on, under or in such
property. Such laws and regulations often impose liability whether or not the
owner or operator knew of, or was responsible for, the presence of such
hazardous or toxic substances. Liability extends to those persons arranging for
the disposal of hazardous or toxic substances. Environmental laws and
regulations also impose restrictions on the manner in which property may be used
or transferred or in which businesses may be operated thereon, and these
restrictions may require certain expenditures. In connection with the ownership
of its properties, the Company may be liable for any such costs. The costs of
complying with environmental laws and of defending against claims of liability
arising therefrom could have a material adverse effect on the Company's
financial condition and results of operations.
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LOSSES IN EXCESS OF RESORT FACILITIES' INSURANCE COVERAGE; LIMITATIONS OF
INSURANCE FOR THE PANTHERS
The Company maintains comprehensive insurance on the Resort Facilities,
including liability, fire and extended coverage, in the types and amounts
customarily obtained by an owner and operator in the resort and hotel industry.
Nevertheless, there are certain types of losses, generally of a catastrophic
nature, that may be uninsurable or not economically insurable. The Company will
use its discretion in determining amounts, coverage limits and deductibility
provisions of insurance, with a view to obtaining appropriate insurance on the
Resort Facilities at a reasonable cost and on suitable terms. This may result in
insurance coverage that, in the event of a loss, would not be sufficient to pay
the full current market value or current replacement value of the Company's lost
investment and the insurance proceeds received by the Company might not be
adequate to restore its economic position with respect to the Resort Facilities.
The Panthers maintain disability insurance for certain highly compensated
players, which insurance provides for up to 80% salary reimbursement after the
player misses 30 consecutive regular season games due to injury. In the event an
injured player is not insured or disability insurance does not cover the entire
amount of the injured player's salary, the Company may be obligated to pay all
or a portion of the injured player's salary.
UNCERTAINTIES OF INCREASES IN THE PANTHERS' PLAYERS' SALARIES
Players' salaries in the NHL have increased significantly over the last
three seasons. The NHL Collective Bargaining Agreement is designed, in part, to
control the future rate of increase in players' salaries. However, there can be
no assurance that the rate of increase in players' salaries will be effectively
controlled. Significant increases in players' salaries could have a material
adverse effect on the Company's financial condition or results of operations.
NHL MEMBERSHIP -- POTENTIAL LIABILITIES AND OWNERSHIP RESTRICTIONS
Because the NHL is a joint venture, the Panthers and other members of the
NHL are generally jointly and severally liable for the debts and obligations of
the league. Any failure of other members of the NHL to pay their pro rata share
of any such debt or obligation could adversely affect the Panthers. In addition,
the Panthers and their personnel are bound by a number of rules, regulations and
agreements, including, but not limited to, the Constitution and Bylaws of the
NHL, national television contracts and the NHL Collective Bargaining Agreement.
The NHL Constitution and Bylaws contain provisions which may in some
circumstances operate to prohibit a person from acquiring Class A Common Stock
and affect the value of such Class A Common Stock. In general, any acquisition
of shares of Class A Common Stock which will result in a person or a group of
persons holding a 5% or more interest in the Company will require the prior
approval of the NHL, which may be granted or withheld in the sole discretion of
the NHL.
DEVELOPMENT AND OPERATION OF THE BROWARD COUNTY ARENA
In June 1996, the Company entered into an agreement with Broward County to
develop the Broward County Arena. Construction projects, such as the development
of a new arena, entail significant risks, including regulatory and licensing
requirements, shortages of materials or skilled labor, unforeseen engineering,
environmental or geological problems, work stoppages, weather interferences,
unanticipated cost increases and challenges from local residents. Under the
agreement with Broward County, the Company will be responsible for all costs
relating to the development of the Broward County Arena in excess of $184.7
million. There can be no assurance that the Company can successfully develop the
Broward County Arena or that costs associated with the development of the
Broward County Arena will not exceed the $184.7 million budget. Although the
Company anticipates that the Broward County Arena will be completed in time for
the 1998-99 season, there can be no assurance that the Broward County Arena will
be completed within the contemplated time frame.
8
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USE OF PROCEEDS
This Prospectus relates to Shares being offered and sold for the accounts
of the Selling Stockholders. The Company will not receive any proceeds from the
sale of the Shares but will pay all expenses related to the registration of the
Shares. See "Plan of Distribution."
9
<PAGE> 12
SELLING STOCKHOLDERS
The following table sets forth the number of shares of outstanding Class A
Common Stock beneficially owned by the Selling Stockholders as of the date of
this Prospectus, the aggregate number of shares of Class A Common Stock that
each Selling Stockholder may offer and sell pursuant to this Prospectus and the
aggregate number of shares of Class A Common Stock to be beneficially owned by
each Selling Stockholder upon completion of the offering made hereby. Because
the Selling Stockholders may sell all or a portion of the Shares at any time and
from time to time after the date hereof, no estimate can be made of the number
of shares of Class A Common Stock that each Selling Stockholder may retain upon
completion of the offering made hereby. To the knowledge of the Company, none of
the Selling Stockholders has had within the past three years any material
relationship with the Company or any of its predecessors or affiliates, except
as set forth in the footnotes to the following table.
<TABLE>
<CAPTION>
NUMBER OF
SHARES BENEFICIALLY
NUMBER OF NUMBER OF OWNED AFTER SALE(1)
SHARES BENEFICIALLY SHARES OFFERED -------------------
SELLING SHAREHOLDERS OWNED(1) HEREBY NUMBER %
-------------------- ------------------- -------------- --------- ----
<S> <C> <C> <C> <C>
H. Wayne Huizenga(2)(3)........................ 6,810,696(4) 1,272,018 5,538,678 15.8
Huizenga Investments Limited Partnership....... 5,158,678 5,158,678 0 0
Martha J. Huizenga............................. 100,000 100,000 0 0
Steven R. Berrard(2)(3)........................ 981,127(5) 674,877 306,250 *
Berrard Holdings Limited Partnership........... 300,000 300,000 0 0
Dean Buntrock(3)............................... 972,018 972,018 0 0
Dennis J. Callaghan(2)......................... 208,368(6) 94,787 113,581 *
Steven M. Dauria(2)............................ 15,750(7) 10,000 5,750 *
Richard H. Evans(2)............................ 143,750(8) 125,000 18,750 *
Donald Flynn(3)................................ 324,084 324,084 0 0
Kevin F. Flynn(3).............................. 323,888 323,888 0 0
Brian J. Flynn(3).............................. 323,888 323,888 0 0
Harris W. Hudson(2)............................ 397,250(9) 91,000 306,250 *
Harris W. Hudson Limited Partnership........... 300,000 300,000 0 0
GDJ, Jr. Investments Limited Partnership(10)... 839,848 839,848 0 0
John J. Melk(3)................................ 386,503 121,503 265,000 *
Janet Melk(3).................................. 121,502 121,502 0 0
Thomas Melk(3)................................. 243,004 243,004 0 0
Cynthia Melk(3)................................ 243,004 243,004 0 0
Daniel Melk(3)................................. 243,004 243,004 0 0
Peer Pedersen(3)............................... 976,702 971,702 5,000 *
William M. Pierce(2)........................... 88,795(11) 87,500 1,295 *
Richard C. Rochon(2)(3)........................ 826,312(12) 520,062 306,250 *
WeeZor I Investment Limited Partnership........ 300,000 300,000 0 0
John H. Anderson(3)............................ 711,815 706,815 5,000 *
Peter H. Roberts(3)............................ 710,815 706,815 4,000 *
Robert J. Stirk(3)............................. 159,570 157,070 2,500 *
First Winthrop Corporation(13)................. 60,115 60,115 0 0
Sixty-Six, Inc.(13)............................ 486,383 486,383 0 0
Drake and Company.............................. 200,000 200,000 0 0
Deborah O'Brien................................ 100 100 0 0
Westbury (Bermuda) Ltd......................... 414,900 99,900 315,000 *
Smith Barney Inc., FAO Hedge Capital Ltd....... 6,000 6,000 0 0
Rudder & Co.................................... 209,000 209,000 0 0
Resilient & Co................................. 85,000 85,000 0 0
Shipmaster & Co................................ 240,000 240,000 0 0
International Alliance Services, Inc........... 100,000 100,000 0 0
Raptor Global Fund Ltd......................... 129,000 129,000 0 0
Tudor Arbitrage Partners L.P................... 15,000 15,000 0 0
Raptor Global Fund L.P......................... 51,500 51,500 0 0
Tudor BVI Futures, Ltd......................... 124,500 124,500 0 0
Sandpiper & Co................................. 217,800 200,000 17,800 *
Kane & Co...................................... 500,000 500,000 0 0
RIGHTNOW & Co.................................. 55,000 55,000 0 0
Delaware Group Premium Fund, Inc. for the
Emerging Growth Series....................... 36,000 36,000 0 0
Delaware Group Trend Fund, Inc................. 409,000 409,000 0 0
Brian Brisbane(14)............................. 212,766 212,766 0 0
Hal Jacovitz(15)............................... 34,760 34,760 0 0
Pine Crest School.............................. 23,400 23,400 0 0
</TABLE>
- ---------------
* Less than one percent
10
<PAGE> 13
(1) As used herein, beneficial ownership means the sole power to vote, or
direct the voting of, a security, or the sole or shared power to dispose,
or direct the disposition of, a security. Except as otherwise indicated,
the Selling Stockholders have (i) sole voting power and investment power
with respect to his shares of Class A Common Stock, except to the extent
that authority is shared by his spouse under applicable law, and (ii)
record and beneficial ownership with respect to his/her shares of Class A
Common Stock.
(2) Currently serves as a director and/or executive officer of the Company.
(3) Held ownership interests in 2301 Ltd. and Rahn Ltd. prior to the Company's
acquisition of the ownership interests therein.
(4) The aggregate number of shares of Common Stock beneficially owned by Mr.
Huizenga includes (a) 5,158,678 shares of Class A Common Stock owned by
Huizenga Investment Limited Partnership, a Nevada limited partnership
controlled by Mr. Huizenga, (b) 1,272,018 shares of Class A Common Stock
owned directly by Mr. Huizenga, (c) 100,000 shares of Class A Common Stock
owned by Mr. Huizenga's wife, (d) 255,000 shares of Class B Common Stock,
which are all the shares of Class B Common Stock issued and outstanding,
and (e) 25,000 shares of Class A Common Stock underlying options, which
vested on November 8, 1997. Mr. Huizenga disclaims beneficial ownership of
the shares owned by his wife.
(5) The aggregate number of shares of Class A Common Stock beneficially owned
by Mr. Berrard consists of (a) 300,000 shares owned by Berrard Holdings
Limited Partnership, a Nevada limited partnership controlled by Mr.
Berrard, (b) 674,877 shares owned directly by Mr. Berrard and (c) 6,250
shares underlying options, which vested on November 8, 1997.
(6) The aggregate number of shares of Class A Common Stock beneficially owned
by Mr. Callaghan consists of (a) 94,787 shares owned directly by Mr.
Callaghan, (b) 25,456 shares underlying warrants which are currently
exercisable and (c) 88,125 shares issuable upon the exercise of exchange
rights which are currently exercisable.
(7) The aggregate number of shares of Class A Common Stock beneficially owned
by Mr. Dauria consists of (a) 10,000 shares owned directly by Mr. Dauria
and (b) 5,750 shares underlying options, which vested on November 8, 1997.
(8) The aggregate number of Class A Common Stock beneficially owned by Mr.
Evans consists of (a) 125,000 shares owned directly by Mr. Evans and (b)
18,750 shares underlying options, which vested on November 8, 1997.
(9) The aggregate number of shares of Class A Common Stock beneficially owned
by Mr. Hudson consists of (a) 300,000 shares owned by the Harris W. Hudson
Limited Partnership, a Nevada limited partnership controlled by Mr. Hudson,
(b) 91,000 shares owned directly by Mr. Hudson and (c) 6,250 shares
underlying options which vested on November 8, 1997.
(10) GDJ, Jr. Investments Limited Partnership is a Nevada limited partnership
controlled by George S. Johnson, Jr., who is currently a director of the
Company. Mr. Johnson held an ownership interest in Rahn Ltd. prior to the
Company's acquisition of the ownership interests thereof.
(11) The aggregate number of shares of Class A Common Stock beneficially owned
by Mr. Pierce consists of (a) 87,500 shares owned directly by Mr. Pierce,
(b) 45 shares owned by members of Mr. Pierce's immediate family living in
the same household as Mr. Pierce and (c) 1,250 shares underlying options,
which vested on November 8, 1997.
(12) The aggregate number of shares of Class A Common Stock beneficially owned
by Mr. Rochon consists of (a) 300,000 shares owned by Weezor I Limited
Partnership, a Nevada limited partnership controlled by Mr. Rochon, (b)
520,062 shares owned directly by Mr. Rochon and (c) 6,250 shares underlying
options, which vested on November 8, 1997.
(13) Held an ownership interest in 2301 Ltd. prior to the Company's acquisition
of the ownership interests therein.
(14) Held an ownership in Incredible Ice prior to the Company's acquisition of
the ownership interests therein.
(15) Held an ownership in Gold Coast prior to the Company's acquisition of the
ownership interests therein.
11
<PAGE> 14
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital consists of 100,000,000 shares of Class A
Common Stock, par value $.01 per share, and 10,000,000 shares of Class B Common
Stock, par value $.01 per share, and 5,000,000 shares of preferred stock, par
value $.01 per share (the "Preferred Stock"). The following description of the
capital stock of the Company is a summary and is qualified in its entirety by
reference to the Company's Certificate of Incorporation and Bylaws, copies of
which have been filed as exhibits to the Registration Statement of which this
Prospectus forms a part.
COMMON STOCK
As of November 26, 1997, there were 34,850,974 shares of Class A Common
Stock and 255,000 shares of Class B Common Stock issued and outstanding. The
Class A Common Stock and Class B Common Stock are identical in all respects,
except that each share of Class A Common Stock is entitled to one vote, and each
share of Class B Common Stock is entitled to 10,000 votes. In the event of a
liquidation, dissolution or winding up of the Company, the holders of Class A
Common Stock and Class B Common Stock are entitled to share equally and ratably
in the assets of the Company, if any, remaining after paying all debts and
liabilities of the Company. The holders of Class A Common Stock and Class B
Common Stock are entitled to receive dividends, on a share-for-share basis if,
as and when declared by the Board out of funds legally available therefor,
subject to any dividend restrictions in the Company's credit facilities and the
NHL Bylaws. Holders of Class B Common Stock are entitled to convert each share
of Class B Common Stock into one share of Class A Common Stock at any time.
The NHL Constitution and Bylaws contain provisions which may in some
circumstances operate to prohibit a person from acquiring the Class A Common
Stock and affect the value of such Class A Common Stock. In general, any
acquisition of shares of Class A Common Stock which will result in a person or a
group of persons holding a five percent or more interest in the Company will
require the prior approval of the NHL, which may be granted or withheld in the
sole discretion of the NHL. The prospective purchaser will be required to submit
to the NHL an application, in a form to be prescribed from time to time by the
NHL, providing certain information relating to that person's background. Upon
receipt of such application, the Commissioner of the NHL (the "Commissioner")
shall have the right to conduct an investigation with respect to the prospective
purchaser, which may include an interview by the Commissioner's office or one or
more NHL owners and the submission of such information about the prospective
purchaser, whether or not confidential, as the Commissioner shall deem relevant
in his sole discretion. In addition, the NHL may condition its approval upon the
execution, delivery and performance by the prospective purchaser of such
documents as the Commissioner shall prescribe. The expense of the NHL's
investigation must be paid by the prospective purchaser, whether or not its
application is approved. If and when a prospective purchaser receives the NHL's
consent to acquire a five percent or more interest in the Company, such
prospective purchaser will be required to acknowledge that the purchaser shall
be bound by the applicable provisions of the NHL Constitution and Bylaws.
In addition, no person who directly or indirectly owns any interest in a
privately-held NHL team, or a five percent or more interest in any other
publicly-held NHL team, may own, directly or indirectly, a five percent or more
interest in the Company, without the prior approval of the NHL. The NHL
Constitution and Bylaws also contain provisions which would prohibit an owner of
a five percent or more interest in the Company from engaging in certain
activities, such as wagering on any game in which an NHL team participates. NHL
players and referees and employees of the NHL and its member clubs (other than
the Company) are not eligible to purchase or hold the Common Stock. The NHL
could in the future adopt different or additional restrictions which could
adversely affect the stockholders.
Furthermore, the grant of a security interest in any of the assets of the
Panthers, or any direct or indirect ownership interest in the Company, of five
percent or more, shall require the prior approval of the NHL, which may be
withheld in the NHL's sole discretion and, in that connection, the NHL will
require a consent agreement satisfactory to the NHL. NHL rules limit the amount
of debt that may be secured by the assets of, or ownership interests in, an NHL
club and require that the parties to any secured loan that is approved
12
<PAGE> 15
execute an agreement limiting the rights of the lenders and the Panthers (or
stockholder) under certain circumstances, including upon an event of default or
foreclosure. These limitations may adversely affect the rights of the club (or
stockholder) under certain circumstances.
Failure by a holder of a five percent or more interest to comply with these
restrictions may result in a forced sale of such holder's interest in the
Company or the repurchase of such interests by the Company. The Company's
Articles of Incorporation provide that the Company may redeem, at the lower of
fair market value or cost, shares held by any person or entity who becomes the
owner of five percent or more of the Company's shares without the approval of
the NHL. These restrictions are contained in a legend on each certificate issued
evidencing shares of Class A Common Stock.
The transfer agent and registrar for the Class A Common Stock is
BankBoston, N.A.
PREFERRED STOCK
The Board of Directors has the authority, without further action by the
stockholders, to issue from time to time, in one or more series, up to 5,000,000
shares of the Preferred Stock. The Board of Directors is authorized to provide
for the issuance of one or more series of the Preferred Stock, to establish from
time to time the number of shares to be included in each such series and to fix
the designation, powers, preferences, and rights of the shares of each such
series and the qualifications, limitations and restrictions thereof. Because the
Board of Directors has the power to establish the preferences and rights of the
shares of any such series of Preferred Stock, it may afford holders of any
Preferred Stock preferences, powers and rights (including voting rights), senior
to the rights of holders of the Common Stock, which could adversely affect the
rights of holders of the Common Stock and could have the effect of delaying,
deferring, or preventing a change in control of the Company. No shares of the
Preferred Stock are presently outstanding and the Company has no present plan to
issue any shares of the Preferred Stock.
13
<PAGE> 16
PLAN OF DISTRIBUTION
The Selling Stockholders or pledgees may sell or distribute some or all of
the shares of Class A Common Stock offered hereby (the "Shares") from time to
time through underwriters or dealers or brokers or other agents or directly to
one or more purchasers, including pledgees, in transactions (which may involve
crosses and block transactions) on the NYSE, privately negotiated transactions
(including sales pursuant to pledges) or in the over-the-counter market, or in a
combination of such transactions or by any other legally available means. Such
transactions may be effected by the Selling Stockholders at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices, or at fixed prices, which may be changed. Brokers,
dealers, agents or underwriters participating in such transactions as agent may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholders (and, if they act as agent for the purchaser of such
shares, from such purchaser). Such discounts, concessions or commissions as to a
particular broker, dealer, agent or underwriter might be in excess of those
customary in the type of transaction involved. This Prospectus also may be used,
with the Company's consent, by donees of the Selling Stockholders, or by other
persons acquiring Shares and who wish to offer and sell such Shares under
circumstances requiring or making desirable its use. To the extent required, the
Company will file, during any period in which offers or sales are being made,
one or more supplements to this Prospectus to set forth the names of donees of
Selling Stockholders and any other material information with respect to the plan
of distribution not previously disclosed.
The Selling Stockholders and any such underwriters, brokers, dealers or
agents that participate in such distribution may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities Act.
Neither the Company nor the Selling Stockholders can presently estimate the
amount of such compensation. The Company knows of no existing arrangements
between the Selling Stockholders and any underwriter, broker, dealer or other
agent relating to the sale or distribution of the Shares.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of any of the Shares may not simultaneously engage in
market activities with respect to the Common Stock for a period of up to five
business days prior to the commencement of such distribution. In addition and
without limiting the foregoing, the Selling Stockholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation Rule 10b-5 and Regulation M, which
provisions may limit the timing of purchases and sales of any of the Shares by
the Selling Stockholders. All of the foregoing may affect the marketability of
the Common Stock.
The Company will pay substantially all of the expenses incident to the
offering of the Shares by the Selling Stockholders to the public other than
commissions and discounts of underwriters, brokers, dealers or agents. The
Selling Stockholders may indemnify any broker, dealer, agent or underwriter that
participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act. The Company
has agreed to indemnify the Selling Stockholders and any such underwriters and
controlling persons of such underwriters against certain liabilities, including
certain liabilities under the Securities Act.
If Shares are sold in an underwritten offering, the Shares may be acquired
by the underwriters for their own account and may be further resold from time to
time in one or more transactions, including negotiated transactions, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices, or at fixed prices. The names of the
underwriters with respect to any such offering and the terms of the
transactions, including any underwriting discounts, concessions or commissions
and other items constituting compensation of the underwriters and
broker-dealers, if any, will be set forth in a supplement to this Prospectus
relating to such offering. Any public offering price and any discounts,
concessions or commissions allowed or reallowed or paid to broker-dealers may be
changed from time to time. Unless otherwise set forth in a supplement to this
Prospectus, the obligations of the underwriters to purchase the Shares will be
subject to certain conditions precedent and the underwriters will be obligated
to purchase all of the shares specified in such supplement if any such Shares
are purchased.
14
<PAGE> 17
In order to comply with certain states' securities laws, if applicable, the
Shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states the Common Stock may not be
sold unless the Common Stock has been registered or qualified for sale in such
state or an exemption from registration or qualification is available and is
complied with.
LEGAL MATTERS
The validity of shares of the Class A Common Stock offered hereby will be
passed upon for the Company by Akerman, Senterfitt & Eidson, P.A., Miami,
Florida. Certain attorneys at Akerman, Senterfitt & Eidson, P.A. own shares of
Class A Common Stock.
EXPERTS
The audited financial statements of the Florida Panthers Holdings, Inc. as
of June 30, 1997, and 1996 and for each of the three years in the period ended
June 30, 1997; the audited financial statements of 2301 Ltd. as of December 31,
1996 and the year then ended; the audited financial statements of Rahn Bahia
Mar, Ltd. as of December 31, 1996 and 1995, and for the years ended December 31,
1996 and 1995 and the period from inception (June 28, 1994) to December 31,
1994; the audited financial statements of Coral Springs Ice, Ltd. as of December
31, 1996 and for the period from inception (February 26, 1996) to December 31,
1996 and the audited financial statements of LeHill Partners L.P. and
consolidated entities as of December 31, 1996 and for the year then ended
incorporated by reference into this Prospectus and the Registration Statement
have been audited by Arthur Andersen LLP, independent certified public
accountants, as indicated in their reports with respect thereto, and in reliance
upon the authority of said firm as experts in giving said reports.
The audited financial statements of 2301 SE 17th St. Ltd. as of December
31, 1995, and for each of the years in the two year period ended December 31,
1995, have been incorporated by reference into this Prospectus and the
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants and upon the authority of said firm as
experts in accounting and auditing.
The financial statements of the Boca Raton Hotel and Club Limited
Partnership as of December 31, 1996 and for the year then ended incorporated by
reference into this Prospectus and Registration Statement have been so
incorporated in reliance on the report of Price Waterhouse LLP, independent
certified public accountants, given on the authority of said firm as experts in
auditing and accounting.
The financial statements of Boca Raton Hotel and Club Limited Partnership
at December 31, 1995, and for each of the two years in the period ended December
31, 1995 incorporated by reference into this Prospectus and Registration
Statement have been audited by Ernst & Young LLP, independent certified public
accountants, as set forth in their report thereon and are given upon the
authority of such firm as experts in accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission are incorporated by reference and made a part of this Prospectus: (i)
the Company's Annual Report on Form 10-K for the fiscal year ended June 30,
1997, which was filed with the Commission on September 29, 1997, as amended on
Form 10-K/A filed October 14, 1997; (ii) all other reports filed by the Company
pursuant to Section 13(a) or 15(d) of the Exchange Act since June 30, 1997,
specifically including the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1997, which was filed with the Commission
on November 14, 1997, and the Company's Current Reports on Form 8-K dated June
26, 1997, August 13, 1997 and November 17, 1997, which were filed with the
Commission on July 1, 1997, August 27, 1997 and November 17, 1997, respectively,
and the Company's amended Current Report on Form 8-K/A dated August 13, 1997 and
filed October 27, 1997; (iii) the description of the Common Stock contained in
the Company's Registration Statement on Form 8-A, dated and filed with the
Commission on July 10, 1997; (iv) and the Company's Post-Effective Amendment No.
2 to Registration Statement on Form S-1 filed November 17, 1997 (Regis. No.
333-37789).
15
<PAGE> 18
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the Offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document or information incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document that also is, or is
deemed to be, incorporated herein by reference, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The making of a modifying or superseding statement shall not be deemed an
admission that the modified or superseded statement, when made, constituted a
misrepresentation, an untrue statement of a material fact or an omission to
state a material fact that is required to be stated or that is necessary to make
a statement not misleading in light of the circumstances in which it was made.
THE COMPANY UNDERTAKES TO PROVIDE, WITHOUT CHARGE, TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED,
UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE
DOCUMENTS OR INFORMATION REFERRED TO ABOVE THAT HAS BEEN OR MAY BE INCORPORATED
BY REFERENCE IN THIS PROSPECTUS (EXCLUDING EXHIBITS TO SUCH DOCUMENTS UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE). REQUESTS SHOULD BE
DIRECTED TO RICHARD L. HANDLEY, SECRETARY, FLORIDA PANTHERS HOLDINGS, INC., 450
EAST LAS OLAS BOULEVARD, FORT LAUDERDALE, FLORIDA 33301, TELEPHONE: (954)
712-1300.
16
<PAGE> 19
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the issuance of the securities
being registered, all of which will be paid by the Registrant pursuant to a
contractual obligation, are as follows:
<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 97,740
Printing Expenses........................................... 20,000
Accounting Fees and Expenses................................ 15,000
Legal Fees and Expenses..................................... 15,000
Miscellaneous............................................... 2,260
--------
Total............................................. $150,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware General Corporation Law. Section 145(a) of the Delaware General
Corporation Law (the "GCL") provides that a Delaware corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no cause to believe his or her conduct was unlawful.
Section 145(b) of the GCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if he or she acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.
Section 145 of GCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsection (a) and (b) or in the defense of any
claim, issue or matter therein, such officer or director shall be indemnified
against expenses actually and reasonably incurred by him or her in connection
therewith; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
such officer or director and incurred by him or her in any such capacity or
arising out of is or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liabilities under Section
145.
Certificate of Incorporation and Bylaws. The Company's Certificate of
Incorporation provides that a director shall not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is not
permitted under the GCL as the same exists or may be amended. However, such
provision does not eliminate or limit the liability of a director for acts or
omissions not in good faith or for breaching his or her duty of loyalty,
II-1
<PAGE> 20
engaging in intentional misconduct or knowingly violating a law, paying a
dividend or approving a stock repurchase which was illegal, or obtaining an
improper personal benefit. A provision of this type has no effect on the
availability of equitable remedies, such as injunction or rescission, for breach
of fiduciary duty.
The Company's Bylaws provides that the Company shall indemnify and hold
harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any director or officer who was or is made
or is threatened to be made a party or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he, or a person for whom he is the legal representative,
is or was a director or officer of the Company or, while a director or officer
of the Company, is or was serving at the written request of the Company as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust, enterprise or nonprofit entity, including service with
respect to employee benefit plans, against all liability and loss suffered and
expenses (including attorneys' fees) reasonably incurred by such director or
officer.
II-2
<PAGE> 21
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
2.1 -- Exchange Agreement dated October 25, 1996 by and between the
Company and H. Wayne Huizenga.*
2.2 -- Purchase Agreement dated October 25, 1996 by and between
Decoma Investment, Inc. II and Decoma Investment, Inc. III.*
2.3 -- Partnership Exchange Agreement dated October 25, 1996 by and
between Florida Panthers Hockey Club, Ltd. and H. Wayne
Huizenga.*
2.4 -- Asset Purchase Agreement, dated as of January 18, 1997, by
and among Florida Panthers Ice Ventures, Inc., Iceland
(Coral Springs) Corp., Iceland Holdings, Inc. and Brian
Brisbin.**
2.5 -- Asset Purchase Agreement, dated as of January 18, 1997, by
and among Florida Panthers Ice Ventures, Inc., Brisbin Brook
Beynon, Architects and Brian Brisbin.**
2.6 -- Asset Purchase Agreement, dated as of January 18, 1997, by
and among Florida Panthers Ice Ventures, Inc. and Brian
Brisbin.**
2.7 -- Exchange Agreement (Hyatt Regency Pier 66), dated as of
December 22, 1996.***
2.8 -- Exchange Agreement (Radisson Bahia Mar), dated as of
December 22, 1996.***
2.9 -- Amended and Restated Contribution and Exchange Agreement,
dated as of March 20, 1997, by and among Florida Panthers
Holdings, Inc., Panthers BRHC Limited, Boca Raton Hotel and
Club Limited Partnership, BRMC, L.P. and BRMC
Corporation.****
2.10 -- Merger Agreement, dated July 8, 1997, by and among the
Company, FPH/RHI Merger Corp., Inc., ResortHill, Inc. and
Gary V. Chensoff.*****
2.11 -- Agreement and Plan of Merger dated as of November 17, 1997,
by and among the Company and Florida Panthers Holdings,
Inc., a Delaware corporation.****
3.1 -- Certificate of Incorporation of the Company.****
3.2 -- By-Laws of the Company.****
4.1 -- Amended and Restated Loan Agreement, dated June 25, 1997,
among Panthers BRHC Limited, the banks listed on the
signature page thereto and the Bank of Nova Scotia.*****
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A., Counsel to
the Company. (previously filed)
10.1 -- Broward County Arena License Agreement, dated as of June 4,
1996, by and between Florida Panthers Hockey Club, Ltd.,
Arena Operating Company, Ltd., and Broward County, Florida.*
10.2 -- Broward County Arena Operating Agreement, dated as of June
4, 1996, by and between Arena Operating Company, Ltd. and
Broward County, Florida.*
10.3 -- Amendment and Clarification to Operating Agreement and
License Agreement, dated as of June 4, 1996, by and between
Florida Panthers Hockey Club, Ltd., Arena Operating Company,
Ltd. and Broward County, Florida.*
10.4 -- Broward County Arena Development Agreement, dated as of June
4, 1996, by and between Arena Development Company, Ltd. and
Broward County, Florida.*
10.5 -- Employment Agreement by and between William A. Torrey and
the Company.*
10.6 -- Management Agreement by and between the Company and Huizenga
Holdings, Inc.*
10.7 -- Miami Arena Contract, dated as of October 10, 1986, as
amended, by and between Miami Sports and Exhibition
Authority and Decoma Miami Associates, Ltd.*
10.8 -- First Amendment to Miami Arena Contract and Agreement, dated
as of December 13, 1990, by and between Miami Sports and
Exhibition Authority and Decoma Miami Associates, Ltd.*
10.9 -- Arena Management Agreement, dated as of October 10, 1986, by
and between Decoma Venture and Facility Management and
Marketing (predecessor to Leisure Management
International).*
10.10 -- Amended and Restated 1996 Stock Option Plan.****
10.11 -- Concession Agreement, dated as of April 4, 1995, as amended,
by and between City of Coral Springs, Florida and Can Am
Investment Group, Inc.**
10.12 -- Assignment of Concession Agreement, dated as of January 31,
1997, by and between Coral Springs Ice, Ltd. and Florida
Panthers Holdings, Inc.**
10.13 -- Hotel Management Agreement (Pier 66), by and between 2301 SE
17th St., Ltd. and Rahn Pier Mgt., Inc.***
</TABLE>
II-3
<PAGE> 22
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
10.14 -- Hotel Management Agreement (Bahia Mar), by and between 2301
Rahn Bahia Mar, Ltd. and Rahn Bahia Mar Mgmt., Inc.***
21.1 -- Subsidiaries of the Company.******
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of KPMG Peat Marwick LLP.
23.3 -- Consent of Price Waterhouse LLP.
23.4 -- Consent of Ernst & Young LLP.
23.5 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in
its opinion previously filed as Exhibit 5.1).
24.1 -- Powers of Attorney. (previously filed)
</TABLE>
- ---------------
* Incorporated by reference to the Company's Registration Statement on Form
S-1 -- SEC File No. 333-12191
** Incorporated by reference to the Company's Current Report on Form 8-K
filed on February 18, 1997 -- SEC File No. 0-21435
*** Incorporated by reference to the Company's Definitive Consent
Solicitation Statement filed on March 4, 1997 -- SEC File No. 0-21435
**** Incorporated by reference to the Company's Registration Statement on Form
S-4 -- SEC File 333-28951
***** Incorporated by reference to the Company's Registration Statement on Form
S-1 -- SEC File No. 333-30925
****** Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 1997 -- SEC File No. 1-13173
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
II-4
<PAGE> 23
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-5
<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Post-Effective Amendment No. 3 on Form S-3 to Registration
Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Lauderdale, State of Florida, on the 1st
day of December, 1997.
Florida Panthers Holdings, Inc.
By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Senior Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 on Form S-3 to Registration Statement on Form S-1
has been signed by the following persons in the capacities and on the dates
indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Chairman of the Board December 1, 1997
- ----------------------------------------------------- (Principal Executive
H. Wayne Huizenga Officer)
* Vice Chairman December 1, 1997
- -----------------------------------------------------
Richard C. Rochon
* President and Director December 1, 1997
- -----------------------------------------------------
Richard H. Evans
/s/ WILLIAM M. PIERCE Senior Vice President and December 1, 1997
- ----------------------------------------------------- Chief Financial Officer
William M. Pierce (Principal Financial
Officer)
* Vice President and December 1, 1997
- ----------------------------------------------------- Corporate Controller
Steven M. Dauria (Principal Accounting
Officer)
* Director December 1, 1997
- -----------------------------------------------------
Steven R. Berrard
* Director December 1, 1997
- -----------------------------------------------------
Dennis J. Callaghan
* Director December 1, 1997
- -----------------------------------------------------
Michael S. Egan
* Director December 1, 1997
- -----------------------------------------------------
Chris Evert
* Director December 1, 1997
- -----------------------------------------------------
Harris W. Hudson
</TABLE>
II-6
<PAGE> 25
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
Director December 1, 1997
*
- -----------------------------------------------------
George D. Johnson, Jr.
* Director December 1, 1997
- -----------------------------------------------------
Henry Latimer
By: /s/ WILLIAM M. PIERCE
------------------------------------------------
William M. Pierce
Attorney-in-Fact
</TABLE>
II-7
<PAGE> 26
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION OF EXHIBIT
- -------- ----------------------
<C> <C> <S>
2.1 -- Exchange Agreement dated October 25, 1996 by and between the
Company and H. Wayne Huizenga.*
2.2 -- Purchase Agreement dated October 25, 1996 by and between
Decoma Investment, Inc. II and Decoma Investment, Inc. III.*
2.3 -- Partnership Exchange Agreement dated October 25, 1996 by and
between Florida Panthers Hockey Club, Ltd. and H. Wayne
Huizenga.*
2.4 -- Asset Purchase Agreement, dated as of January 18, 1997, by
and among Florida Panthers Ice Ventures, Inc., Iceland
(Coral Springs) Corp., Iceland Holdings, Inc. and Brian
Brisbin.**
2.5 -- Asset Purchase Agreement, dated as of January 18, 1997, by
and among Florida Panthers Ice Ventures, Inc., Brisbin Brook
Beynon, Architects and Brian Brisbin.**
2.6 -- Asset Purchase Agreement, dated as of January 18, 1997, by
and among Florida Panthers Ice Ventures, Inc. and Brian
Brisbin.**
2.7 -- Exchange Agreement (Hyatt Regency Pier 66), dated as of
December 22, 1996.***
2.8 -- Exchange Agreement (Radisson Bahia Mar), dated as of
December 22, 1996.***
2.9 -- Amended and Restated Contribution and Exchange Agreement,
dated as of March 20, 1997, by and among Florida Panthers
Holdings, Inc., Panthers BRHC Limited, Boca Raton Hotel and
Club Limited Partnership, BRMC, L.P. and BRMC
Corporation.****
2.10 -- Merger Agreement, dated July 8, 1997, by and among the
Company, FPH/RHI Merger Corp., Inc., ResortHill, Inc. and
Gary V. Chensoff.*****
2.11 -- Agreement and Plan of Merger dated as of November 17, 1997,
by and among the Company and Florida Panthers Holdings,
Inc., a Delaware corporation.****
3.1 -- Certificate of Incorporation of the Company.****
3.2 -- By-Laws of the Company.****
4.1 -- Amended and Restated Loan Agreement, dated June 25, 1997,
among Panthers BRHC Limited, the banks listed on the
signature page thereto and the Bank of Nova Scotia.*****
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A., Counsel to
the Company. (previously filed)
10.1 -- Broward County Arena License Agreement, dated as of June 4,
1996, by and between Florida Panthers Hockey Club, Ltd.,
Arena Operating Company, Ltd., and Broward County, Florida.*
10.2 -- Broward County Arena Operating Agreement, dated as of June
4, 1996, by and between Arena Operating Company, Ltd. and
Broward County, Florida.*
10.3 -- Amendment and Clarification to Operating Agreement and
License Agreement, dated as of June 4, 1996, by and between
Florida Panthers Hockey Club, Ltd., Arena Operating Company,
Ltd. and Broward County, Florida.*
10.4 -- Broward County Arena Development Agreement, dated as of June
4, 1996, by and between Arena Development Company, Ltd. and
Broward County, Florida.*
10.5 -- Employment Agreement by and between William A. Torrey and
the Company.*
10.6 -- Management Agreement by and between the Company and Huizenga
Holdings, Inc.*
10.7 -- Miami Arena Contract, dated as of October 10, 1986, as
amended, by and between Miami Sports and Exhibition
Authority and Decoma Miami Associates, Ltd.*
10.8 -- First Amendment to Miami Arena Contract and Agreement, dated
as of December 13, 1990, by and between Miami Sports and
Exhibition Authority and Decoma Miami Associates, Ltd.*
10.9 -- Arena Management Agreement, dated as of October 10, 1986, by
and between Decoma Venture and Facility Management and
Marketing (predecessor to Leisure Management
International).*
</TABLE>
<PAGE> 27
<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION OF EXHIBIT
- -------- ----------------------
<C> <C> <S>
.10 -- Amended and Restated 1996 Stock Option Plan.****
10
10.11 -- Concession Agreement, dated as of April 4, 1995, as amended,
by and between City of Coral Springs, Florida and Can Am
Investment Group, Inc.**
10.12 -- Assignment of Concession Agreement, dated as of January 31,
1997, by and between Coral Springs Ice, Ltd. and Florida
Panthers Holdings, Inc.**
10.13 -- Hotel Management Agreement (Pier 66), by and between 2301 SE
17th St., Ltd. and Rahn Pier Mgt., Inc.***
10.14 -- Hotel Management Agreement (Bahia Mar), by and between 2301
Rahn Bahia Mar, Ltd. and Rahn Bahia Mar Mgmt., Inc.***
21.1 -- Subsidiaries of the Company.******
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of KPMG Peat Marwick LLP.
23.3 -- Consent of Price Waterhouse LLP.
23.4 -- Consent of Ernst & Young LLP.
23.5 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in
its opinion previously filed as Exhibit 5.1).
24.1 -- Powers of Attorney. (previously filed)
</TABLE>
- ---------------
* Incorporated by reference to the Company's Registration Statement on Form
S-1 -- SEC File No. 333-12191
** Incorporated by reference to the Company's Current Report on Form 8-K
filed on February 18, 1997 -- SEC File No. 0-21435
*** Incorporated by reference to the Company's Definitive Consent
Solicitation Statement filed on March 4, 1997 -- SEC File No. 0-21435
**** Incorporated by reference to the Company's Registration Statement on Form
S-4 -- SEC File 333-28951
***** Incorporated by reference to the Company's Registration Statement on Form
S-1 -- SEC File No. 333-30925
****** Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 1997 -- SEC File No. 1-13173
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
August 15, 1997 included in Florida Panthers Holdings, Inc. and subsidiaries
Form 10-K for the year ended June 30, 1997. We also consent to the incorporation
by reference in this registration statement of our report dated September 11,
1997 on the financial statements of Lehill Partners, L.P. and consolidated
entities included in Florida Panthers Holdings, Inc. Form 8-K/A dated August 13,
1997; and our report dated August 15, 1997 on the financial statements of
Florida Panthers Holdings, Inc. and subsidiaries, our report dated January 10,
1997 on the financial statements of 2301 SE 17(th) St., Ltd., our report dated
January 10, 1997 on the financial statements of Rahn Bahia Mar, Ltd., our report
dated February 7, 1997 on the financial statements of Coral Springs Ice, Ltd.,
our report dated September 11, 1997 on the financial statements of Lehill
Partners and consolidated entities all of which are included in the Company's
Post-Effective Amendment No. 2 to Registration Statement on Form S-1 filed
November 17, 1997. We also consent to all references to our firm included in or
made a part of this registration statement.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
November 26, 1997.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use of our report dated April 19, 1996, with respect to
the financial statements of 2301 SE 17th St., Ltd., incorporated by reference
into this Prospectus of Florida Panthers Holdings, Inc. filed on Form S-3 and to
the reference to our firm under the heading "Experts."
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Fort Lauderdale, Florida,
November 26, 1997.
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
January 29, 1997, except as to the subsequent event described in Note 12 which
is as of March 20, 1997, relating to the financial statements for the year ended
December 31, 1996 of the Boca Raton Hotel and Club Limited Partnership, which is
also incorporated by reference in this Prospectus. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
Price Waterhouse LLP
Fort Lauderdale, Florida
November 26, 1997
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of Florida Panthers
Holdings, Inc. for the registration of 18,609,491 shares of its Class A Common
Stock and to the incorporation by reference therein of our report dated January
26, 1996, with respect to the financial statements of Boca Raton Hotel and Club
Limited Partnership included in the Florida Panthers Holdings, Inc. Post
Effective Amendment No. 2 to the Registration Statement (Form S-1 No. 333-37789)
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
--------------------------------------
ERNST & YOUNG
West Palm Beach, Florida
November 26, 1997
