FLORIDA PANTHERS HOLDINGS INC, POS AM, 1997-10-28

FLORIDA PANTHERS HOLDINGS INC
POS AM, 1997-10-28
AMUSEMENT & RECREATION SERVICES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1997

REGISTRATION STATEMENT NO. 333-37789

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------------------

FLORIDA PANTHERS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<C> <C> <C>
FLORIDA 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 area code, of registrant's telephone number, including area code,
principal executive offices) of agent for service)
</TABLE>

------------------------

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
------------------------

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. [ ]
================================================================================
<PAGE> 2
PROSPECTUS

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 of 1933, as amended (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. See "The National Hockey
League -- Restriction on Ownership -- Control Requirement" and "Description of
Capital Stock."

The Class A Common Stock is traded on the New York Stock Exchange (the
"NYSE") under the symbol "PAW." On October 23, 1997, the last reported sales
price of Class A Common Stock as reported by the NYSE was $22 3/4 per share.

SEE "RISK FACTORS" BEGINNING ON PAGE 6 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.
October , 1997

<PAGE> 3

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto, appearing
elsewhere in this Prospectus. This Prospectus contains certain forward-looking
statements which may involve certain risks and uncertainties. The actual results
may differ materially from the results anticipated in these forward-looking
statements as a result of certain factors set forth under "Risk Factors" and
elsewhere in this Prospectus.

Florida Panthers Holdings, Inc. (the "Company") currently conducts
substantially all of its business through its subsidiaries, which include (i)
the Boca Raton Resort and Club ("Boca Resort"), the Registry Resort at Pelican
Bay ("Registry Resort"), the Hyatt Regency Pier 66 Hotel and Marina ("Pier 66")
and the Radisson Bahia Mar Resort and Yachting Center ("Bahia Mar"), (ii) the
Florida Panthers Hockey Club (the "Panthers"), (iii) Arena Development Company,
Ltd. ("Arena Development"), a limited partnership formed for the purpose of
developing the Broward County Arena, a new multi-purpose, state-of-the-art
entertainment and sports facility in Broward County, Florida, (iv) Arena
Operating Company, Ltd. ("Arena Operations"), a limited partnership formed for
the purpose of managing and operating the Broward County Arena and (v) Florida
Panthers Ice Ventures, Inc., a corporation formed for the purpose of developing
ice rink facilities. In addition, the Company owns approximately 78% of Decoma
Miami Associates, Inc. ("Decoma"), the entity which operates the Miami Arena,
the Arena where the Panthers currently play. Unless the context otherwise
requires, all references to the Company shall mean Florida Panthers Holdings,
Inc. and its subsidiaries.

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 currently consists of the Company's
interests in four high-end destination luxury resort operations: Boca Resort,
Registry Resort, Pier 66 and Bahia Mar. Boca Resort, Registry Resort, Pier 66
and Bahia Mar 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 31 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.

and has made offers to acquire the remaining 32%. 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.

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. In connection with
the Initial Offerings, the Class A Common Stock began trading on The Nasdaq
National Market 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."

RECENT DEVELOPEMENTS

On September 8, 1997, the Company announced that it had entered into a
definitive agreement to acquire the Rolling Hills Golf Course, which is located
in Davie, Florida, for approximately $8.0 million in cash. The consummation of
the transaction is subject to customary conditions and approvals.

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.
3
<PAGE> 5

THE OFFERING

<TABLE>
<S> <C>
Class A Common Stock Offered................. 18,609,491 shares

Common Stock to be Outstanding after the
Offering
Class A Common Stock(1)................. 34,643,796 shares
Class B Common Stock(2)................. 255,000 shares
Total................................. 34,898,796 shares
____________

Use of Proceeds.............................. The Company will not receive any proceeds
from the sale of Class A Common Stock hereby
offered by the Selling Stockholders.

New York Stock Exchange Symbol............... PAW
</TABLE>

- ------------------------------

(1) Includes 2,921,900 shares of Class A Common Stock reserved for issuance upon
exercise of exchange rights which were issued in connection with the
acquisition of Boca Resort. Does not include 869,810 shares of Class A
Common Stock reserved for issuance upon the exercise of warrants to
purchase shares of Class A Common Stock at a purchase price of $29.01 per
share, which were issued in connection with the acquisition of Boca Resort,
or 2,600,000 shares of Class A Common Stock reserved for issuance under the
Company's stock option plan (the "Stock Option Plan"), of which 2,077,454
shares are subject to outstanding options with exercise prices ranging from
$10 per share to $27.30 per share. The exercise price of each of these
options is the fair market value of the Class A Common Stock on the date of
grant. See "Management -- Stock Option Plan."
(2) All the outstanding shares of Class B Common Stock are currently owned by
Mr. Huizenga.
4
<PAGE> 6

SUMMARY FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The summary financial data set forth below is derived from and should be
read in conjunction with the financial statements of the Company, including the
notes thereto and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" contained elsewhere in this Prospectus. The summary
financial data as of June 30, 1997 and for the years ended June 30, 1997, 1996
and 1995 are derived from audited financial statements contained elsewhere
herein.

<TABLE>
<CAPTION>
FOR THE YEARS ENDED JUNE 30, INCEPTION
------------------------------------------------ DECEMBER 2,
PRO FORMA 1992 THROUGH
1997 1997 1996 1995 1994 JUNE 30, 1993
--------- --------- -------- -------- -------- --------------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Leisure and recreation
revenue............... $204,457 $ 17,567 $ -- $ -- $ -- $ --
Sports and entertainment
revenue............... 37,051 36,695 34,087 17,746 21,682 --
-------- --------- -------- -------- -------- --------
Total revenue......... 241,508 54,262 34,087 17,746 21,682 --
Total operating
expenses............ 218,597 62,641 54,144 29,045 32,145 770
-------- --------- -------- -------- -------- --------
Operating income
(loss)................ 22,911 (8,379) (20,057) (11,299) (10,463) (770)
Net income (loss)....... $ 3,866 $ (10,260) $(25,139) $(15,386) $(12,926) $ (937)
Net income (loss) per
share................. $ 0.11(a) $ (0.74)(b) $ (4.76)(c) $ (2.96)(c) $ (2.93)(c) $ (0.21)(c)
Weighted average common
and common equivalent
shares outstanding.... 34,399(a) 13,829(b) 5,276(c) 5,203(c) 4,405(c) 4,405(c)
</TABLE>

<TABLE>
<CAPTION>
PRO FORMA
1997 1997 1996 1995 1994 1993
--------- --------- -------- -------- -------- --------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA AT
END OF PERIOD:
Total current assets.... $ 85,245 $ 70,590 $ 3,756 $ 3,408 $ 2,996 $ 9,117
Total current
liabilities........... $ 59,997 $ 48,236 $ 67,786 $ 50,292 $ 17,712 $ 15,605
Total assets............ $707,398 $ 600,392 $ 47,760 $ 53,587 $ 49,019 $ 59,669
Non-current
obligations........... $220,640 $ 251,003 $ 28,277 $ 25,643 $ 45,169 $ 45,000
Shareholders' equity
(deficit)............. $426,761 $ 301,153 $(48,303) $(22,348) $(13,862) $ (937)
</TABLE>

- ---------------

(a) Net income (loss) per share and weighted average shares outstanding are
determined based on the (i) 5,275,678 shares issued in connection with the
Company's reorganization, which has been effected contemporaneously with the
Initial Offerings, as if they had been outstanding for the entire period
presented, (ii) 4,838,710 shares (of the 7,300,000 shares issued in the
Initial Offerings) issued to repay the Company's outstanding indebtedness as
if they had been outstanding for the period prior to the Initial Offerings,
(iii) 7,300,000 shares issued in connection with the Initial Offerings for
the period for which they were actually outstanding, (iv) 8,400,000 shares
issued in connection with the acquisition of Pier 66 and Bahia Mar
(4,450,000 shares for Pier 66 and 3,950,000 shares for Bahia Mar) as if they
had been outstanding for the entire period presented, (v) 212,766 shares
issued in the acquisition of Incredible Ice as if they had been outstanding
for the entire period presented, (vi) 2,460,000 shares issued in the Private
Placement for the period for which they were actually outstanding, (vii)
34,760 shares issued in the acquisition of Gold Coast as if they had been
outstanding for the entire period presented, (viii) 4,514,889 shares issued
in connection with the acquisition of Boca Resort as if they had been
outstanding for the entire period presented, (ix) 918,174 shares issued in
connection with the acquisition of Registry Resort as if they had been
outstanding for the entire period presented, (x) 6,000,000 shares issued in
a Subsequent Offering as if they had been outstanding for the entire period
presented and (xi) the dilutive effect of stock options.

(b) Net loss per share and weighted average shares outstanding are determined
based on the 5,275,678 shares issued in connection with the Company's
reorganization, which has been effected contemporaneously with the Initial
Offerings, as if they had been outstanding for the entire period presented
and, (i) 7,300,000 shares issued in connection with the Initial Offerings,
(ii) 2,460,000 shares issued in the Company's private placement, which was
consummated on January 30, 1997 (the "Private Placement"), (iii) 212,766
shares issued in the acquisition of Incredible Ice, (iv) 4,450,000 shares
issued in the acquisition of Pier 66 and 3,950,000 shares issued in the
acquisition of Bahia Mar and (v) 4,514,889 shares issued in the Boca Resort
acquisition, all for the period for which they were actually outstanding.

(c) Net loss per share and weighted average shares outstanding are determined
based on the 5,275,678 shares issued in connection with the reorganization
as follows: (i) the 4,404,710 shares issued in exchange for the partnership
interests of the Panthers, as if they had been outstanding for the entire
period presented; and (ii) the 870,968 shares issued in exchange for the
partnership interests in Decoma, as if they had been outstanding since
August 6, 1994, the date of Decoma's acquisition by Mr. Huizenga.
5
<PAGE> 7

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 $10.3 million, $25.1 million,
$15.4 million, $12.9 million and $937,000 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. See "Business -- Operations --

6
<PAGE> 8

Entertainment and Sports Business -- Control Requirement." The Class A Common
Stock and 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 are issuable in connection with the
acquisition of Boca Resort, (ii) 2,600,000 shares of the Class A Common Stock
reserved for issuance under the 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 with an existing
lender (the "New Credit Facility").

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.

7
<PAGE> 9

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.

8
<PAGE> 10

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. See "Business -- Operations -- Entertainment
and Sports Business -- Arena Development and Operations -- Development of 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.

9
<PAGE> 11

PRICE RANGE OF CLASS A COMMON STOCK

The Class A Common Stock began trading on The Nasdaq National Market 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 following table sets
forth, for the periods indicated, the range of the high and low sales prices per
share for the Class A Common Stock on The Nasdaq National Market and the NYSE.

<TABLE>
<CAPTION>
PRICE RANGE
OF CLASS A
COMMON STOCK
----------------
HIGH LOW
------ ------
<S> <C> <C>
FISCAL YEAR ENDED JUNE 30, 1997:
Second Quarter (from November 13, 1996)............. $ 20 $10
Third Quarter....................................... 321/2 16 1/4
Fourth Quarter...................................... 271/4 21
FISCAL YEAR ENDING JUNE 30, 1998:
First Quarter....................................... $ 245/8 $177/8
Second Quarter (through October 23, 1997)........... 243/4 2211/16
</TABLE>

On October 23, 1997, the last reported sales price of the Class A Common
Stock on the NYSE was $22 3/4 per share. As of the same date, there were
approximately 7,900 holders of record and approximately 7,700 holders in street
name of the Class A Common Stock.

DIVIDEND POLICY

Since its inception, the Company has not paid any cash dividends on the
Class A Common Stock or the Class B Common Stock. The Company does not intend to
pay any cash dividends with respect to its Common Stock in the foreseeable
future. It is expected that the New Credit Facility will limit the Company's
ability to pay cash dividends. In addition, the NHL Bylaws prohibit the Company
from paying cash dividends, unless paying such cash dividends will not impair
the Company's ability to (i) meet its projected expenses for the ensuing 12
month period without the use of borrowed funds, other than short-term borrowings
and (ii) maintain adequate reserves to fund the future payment of all deferred
player compensation and other deferred obligations for past services. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

10
<PAGE> 12

SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The financial data set forth below should be read in conjunction with the
financial statements and notes thereto contained elsewhere in this Prospectus.
See also "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

<TABLE>
<CAPTION>
INCEPTION
FISCAL YEARS ENDED JUNE 30, (DECEMBER 2,
PRO FORMA ----------------------------------------------- 1992 THROUGH
1997 1997 1996 1995 1994 JUNE 30, 1993)
--------- -------- -------- -------- -------- --------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue............................ $241,508 $ 54,262 $ 34,087 $ 17,746 $ 21,682 $ --
Operating Expenses:
Cost of services................. 126,592 41,793 35,958 17,210 20,189 --
Selling, general and
administrative................. 72,382 15,150 8,371 5,569 5,512 768
Amortization and depreciation.... 19,623 5,698 9,815 6,266 6,444 2
-------- -------- -------- -------- -------- ------
Total operating expenses... 218,597 62,641 54,144 29,045 32,145 770
-------- -------- -------- -------- -------- ------
Operating income (loss)............ 22,911 (8,379) (20,057) (11,299) (10,463) (770)
Interest and other income.......... 3,531 1,923 122 38 65 --
Interest expense and minority
interest......................... (22,576) (3,804) (5,204) (4,125) (2,528) (167)
-------- -------- -------- -------- -------- ------
Net income (loss).................. $ 3,866 $(10,260) $(25,139) $(15,386) $(12,926) $ (937)
======== ======== ======== ======== ======== ======
Net income (loss) per share........ $ 0.11(a) $ (0.74)(b) $ (4.76)(c) $ (2.96)(c) $ (2.93)(c) $(0.21)(c)
Weighted average common and common
equivalent shares outstanding.... 34,399(a) 13,829(b) 5,276(c) 5,203(c) 4,405(c) 4,405(c)
</TABLE>

<TABLE>
<CAPTION>
PRO FORMA
1997 1997 1996 1995 1994 1993
--------- -------- -------- -------- -------- --------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA AT END OF
PERIOD:
Total current assets............... $ 85,245 $ 70,590 $ 3,756 $ 3,408 $ 2,996 $9,117
Total current liabilities.......... $ 59,997 48,236 67,786 50,292 17,712 15,605
Total assets....................... $707,398 600,392 47,760 53,587 49,019 59,669
Non-current obligations............ $220,640 251,003 28,277 25,643 45,169 45,000
Shareholders' equity (deficit)..... $426,761 301,153 (48,303) (22,348) (13,862) (937)
</TABLE>

- ---------------

(b) Net loss per share and weighted average shares outstanding are determined
based on the 5,275,678 shares issued in connection with the Company's
reorganization, which has been effected contemporaneously with the Initial
Offerings, as if they had been outstanding for the entire period presented
and, (i) 7,300,000 shares issued in connection with the Initial Offerings,
(ii) 2,460,000 shares issued in the Private Placement, (iii) 212,766 shares
issued in the acquisition of Incredible Ice, (iv) 4,450,000 shares issued in
the acquisition of Pier 66 and 3,950,000 shares issued in the acquisition of
Bahia Mar and (v) 4,514,889 shares issued in the Boca Resort acquisition,
all for the period for which they were actually outstanding.

11
<PAGE> 13

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the
Consolidated Financial Statements and Notes thereto of the Company which are
included elsewhere herein.

BUSINESS COMBINATIONS

The Company makes its decisions to acquire or invest in businesses based on
financial and strategic considerations. Businesses acquired during the year
ended June 30, 1997 which were accounted for under the purchase method of
accounting are included in the Consolidated Financial Statements from their
respective dates of acquisition.

Acquisitions Completed Through June 30, 1997

On June 26, 1997, the Company, through the managing general partner,
limited partners and Panthers BRHC Limited, acquired substantially all of the
net assets of Boca Resort in exchange for 272,303 shares of Class A Common
Stock, rights to acquire approximately 4,242,586 shares of Class A Common Stock
and warrants to purchase 869,810 shares of Class A Common Stock at a purchase
price of $29.01 per share. In addition to providing rooms, marina, and
conference facilities, Boca Resort provides premier club memberships, golf,
tennis, restaurants, specialty shops and other recreational facilities. This
acquisition has been accounted for under the purchase method of accounting.

On May 31, 1997, the Company acquired the rights to operate Gold Coast, in
exchange for 34,760 shares of Class A Common Stock. Gold Coast is the current
practice home of the Panthers and provides open skating, ice hockey leagues and
other programs to the public. This acquisition has been accounted for under the
purchase method of accounting.

On March 4, 1997, the Company acquired all of the ownership interests,
comprised of capital stock and partnership interests, of each of the entities
which own, directly or indirectly, all of the general and limited partnership
interests in Pier 66 for 4,450,000 shares of Class A Common Stock. Pier 66,
currently operating as a Hyatt franchise, provides rooms, marina, conference
facilities and other recreational facilities. This acquisition has been
accounted for under the purchase method of accounting.

On March 4, 1997, the Company acquired all of the ownership interests,
comprised of capital stock and partnership interests, of each of the entities
which own, directly or indirectly, all of the general and limited partnership
interests in the Radisson Bahia Mar Resort and Yachting Center ("Bahia Mar") in
exchange for 3,950,000 shares of Class A Common Stock. Bahia Mar, currently
operating as a Radisson franchise provides rooms, marina, conference facilities
and other recreational facilities. This acquisition has been accounted for under
the purchase method of accounting.

On January 31, 1997, the Company acquired certain assets relating to the
business of Incredible Ice, a twin-pad ice rink facility located in Coral
Springs, Florida ("Incredible Ice") in exchange for $1.0 million in cash,
212,766 shares of Class A Common Stock and the assumption by the Company of a
maximum of approximately $8.1 million in construction-related obligations.
Incredible Ice provides open skating, ice hockey leagues and other ice programs.
This acquisition has been accounted for under the purchase method of accounting.

Prior to the completion of the Initial Offerings, all of the partnership
interests of Decoma were acquired by the Company in exchange for a total of
870,968 shares of its Class A common stock. As this transaction was among
entities under common control, it has been accounted for on an historical cost
basis in a manner similar to a pooling of interests as of August 6, 1994, the
date of acquisition.

12
<PAGE> 14

Acquisition Completed Subsequent to June 30, 1997

On August 13, 1997, the Company acquired approximately 68% of the ownership
interest in Registry Resort in exchange for 918,174 shares of Class A Common
Stock and $75.5 million in cash. Registry Resort provides rooms, conference
facilities, restaurants, retail outlets and other recreational facilities. This
acquisition has been accounted for under the purchase method of accounting.

Pending Acquisition

On September 8, 1997, the Company entered into a definitive agreement to
acquire the Rolling Hills Golf Course in Davie, Florida, for approximately $8.0
million in cash. The transaction will be accounted for under the purchase method
of accounting.

BUSINESS SEGMENT INFORMATION

The following table sets forth business segment operating data along with
costs and expenses as a percent of the related business segment revenue (in
000's):

<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30,
-----------------------------------------------
1997 % 1996 % 1995 %
------- --- -------- --- -------- ---
<S> <C> <C> <C> <C> <C> <C>
REVENUE:
Leisure and recreation......................... $17,567 32% $ -- -- $ -- --
Entertainment and sports....................... 36,695 68% 34,087 100% 17,746 100%
------- -------- --------
Total revenue........................ 54,262 100% 34,087 100% 17,746 100%
OPERATING EXPENSES:
Cost of Services
Leisure and recreation....................... 6,658 38% -- -- -- --
Entertainment and sports..................... 35,135 96% 35,958 105% 17,210 97%
Selling, General and Administrative
Leisure and recreation....................... 5,397 31% -- -- -- --
Entertainment and sports..................... 7,854 21% 8,371 25% 5,569 31%
Corporate.................................... 1,899 -- -- -- -- --
Amortization and Depreciation
Leisure and recreation....................... 1,459 8% -- -- -- --
Entertainment and sports..................... 4,239 12% 9,815 29% 6,266 35%
------- -------- --------
Total Operating Expenses............. 62,641 115% 54,144 159% 29,045 164%
------- -------- --------
Operating Loss....................... $(8,379) $(20,057) $(11,299)
======= ======== ========
</TABLE>

SEASONALITY

The operations of the Company are seasonal. The Panthers receive a
substantial portion of cash receipts from the advance sale of regular season
tickets during the months of July and August, prior to the commencement of the
NHL regular season. For financial reporting purposes, hockey-related revenue and
team operating expenses are recognized during the regular season, which extends
from early October through mid-April. In the event the Panthers participate in
the playoffs, additional revenue will be realized and additional expenses will
be incurred for each playoff series. The Consolidated Financial Statements
presented herein contain the results of the Leisure and Recreation Business
segment for only a portion of the year (from the dates of acquisition through
June 30, 1997). Going forward, operating results in the Leisure and Recreation
Business segment are anticipated to be seasonal, as well, with approximately 53%
of revenue and 69% of earnings before interest, taxes, depreciation, and
amortization to be generated during the months of December through April.

13
<PAGE> 15

CONSOLIDATED RESULTS OF OPERATIONS

The Company's consolidated revenue, compared to the prior years, increased
59% to $54.3 million for the year ended June 30, 1997 and 92% to $34.1 million
for the year ended June 30, 1996. The increase in the year ended June 30, 1997
was directly attributable to the acquisitions made in the Leisure and Recreation
Business segment. The increase in the year ended June 30, 1996 was because the
Panthers participated in all four rounds of the Stanley Cup playoffs (playing in
22 playoff games) during the 1995-96 season, while the 1994-95 season was
shortened (from the normal 84 game schedule to a 48 game schedule) as a result
of a player lockout in a dispute over the then existing collective bargaining
agreement.

Consolidated operating losses were $8.4 million, $20.1 million and $11.3
million for the years ended June 30, 1997, 1996 and 1995, respectively. Net
losses were $10.3 million, $25.1 million and $15.4 million for the years ended
June 30, 1997, 1996 and 1995, respectively. Net loss per common and common
equivalent share was $.74, $4.76, and $2.96 for the years ended June 30, 1997,
1996 and 1995, respectively.

The Company completed its Initial Offerings during the year ended June 30,
1997 and also entered the Leisure and Recreation Business segment.

The Company's net losses for the years ended June 30, 1997, 1996 and 1995
were primarily a result of the Panthers having entered into an unfavorable
agreement with the Miami Arena which does not provide the Panthers with certain
sources of revenue, including revenue from the sale of suites and parking and a
majority of the advertising space. Additionally, seating limitations (Miami
Arena seating capacity of 14,703 is currently the smallest arena in the NHL)
have precluded the Panthers from receiving additional ticket revenue. The
acquisitions made in the Leisure and Recreation Business segment during the
third and fourth quarter reduced the Company's fiscal 1997 operating losses by
approximately 33%.

Year Ended June 30, 1997 Compared to Year Ended June 30, 1996

Revenue

Revenue from the Leisure and Recreation Business, directly related to the
acquisitions of Pier 66, Bahia Mar and Boca Resort was approximately $17.6
million during the year ended June 30, 1997, of which approximately 47%
pertained to room revenue.

Revenue from the Entertainment and Sports Business increased approximately
8%, or $2.6 million, for the year ended June 30, 1997, primarily as a result of
higher Panthers ticket sales due to all home games being sold out during the
1996-97 season and more revenue from broadcasting and advertising/promotion
contracts, offset by fewer playoff games played in the 1996-97 season as
compared to the 1995-96 season.

Cost of Services

Cost of services incurred in the Leisure and Recreation Business were
approximately $6.7 million during the year ended June 30, 1997 and were directly
related to the acquisitions of Pier 66, Bahia Mar, and Boca Resort.

Cost of services incurred in the Entertainment and Sports Business
decreased approximately 2%, or $823,000 during the year ended June 30, 1997
primarily as a result of fewer playoff games played during the 1996-97 season as
compared to the 1995-96 season, offset by higher player salaries and higher
ticketing and arena operation costs associated with increased attendance at
Panthers home games.

Selling, General, and Administrative ("SG&A")

Total SG&A expenses increased approximately 81%, or $6.8 million, during
the year ended June 30, 1997, primarily as a result of the additional $5.4
million of SG&A expenses incurred by the resort and marina properties acquired
during the year. The Company also incurred approximately $1.9 million of various
corporate SG&A expenses considered customary for a public versus private entity
during the year ended June 30, 1997.

14
<PAGE> 16

Amortization and Depreciation

Amortization and depreciation expenses decreased 42%, or approximately $4.1
million, during the year ended June 30, 1997. During fiscal 1996, amortization
of player's contracts was higher than during fiscal 1997, to better reflect the
then current value of the remaining contracts of players selected in the 1993
draft. The fiscal 1997 decrease was partially offset by the additional
amortization and depreciation pertaining to the Leisure and Recreation Business
assets acquired during fiscal 1997.

Interest and Other Income

Interest income increased approximately $1.8 million during the year ended
June 30, 1997 due to the interest earned on the $65.6 million net proceeds
received from the Private Placement in January 1997.

Interest Expense and Minority Interest

Interest expense and minority interest costs during the year ended June 30,
1997 decreased 27%, or approximately $1.4 million. The Company incurred an
additional $1.1 million of interest expense related to the debt assumed in
connection with acquisitions during the year, offset by a $2.5 million decrease
to interest expense due to the repayment of approximately $86.0 million of debt
from the proceeds of the Initial Offerings in November 1996.

Year Ended June 30, 1996 Compared to Year Ended June 30, 1995

The Company's results of operations for the years ended June 30, 1996 and
1995 consisted of Entertainment and Sports only. The Company's leisure and
recreation activities did not begin until March 1997.

Revenue

Revenue increased 92%, or approximately $16.3 million. Substantially all of
the increase was from ticket sales which increased 143%, or approximately $13.7
million. This increase was a result of the Panthers participating in the 1995-96
Stanley Cup playoffs and playing 17 more home games during the 1995-96 regular
season as compared to the player lockout, shortened 1994-95 season. Average
ticket revenue, net of sales tax, per regular season home game increased 8%, or
approximately $395,000.

Additionally, television and radio revenue increased 38%, or approximately
$1.4 million. This increase was a result of 51 games (including 10 Stanley Cup
playoff games) being televised during the 1995-96 season as compared to 34 games
being televised during the shortened 1994-95 season.

Other revenue, which includes advertising, promotions and concessions, also
increased as a result of the additional home games played.

Cost of Services

Cost of services increased 109%, or approximately $18.7 million. The
increase was primarily a result of an increase in players salaries of
approximately $11.8 million due to increases in compensation paid to the first
and second round 1995-96 season draft picks as compared to players being paid
only 58% (pro-rated for the shortened season) of their salaries during the
1994-95 season. In addition, arena operating costs, primarily rent, increased
$1.8 million due to the increased number of home games played in the 1995-96
season (including the Stanley Cup playoffs) as compared to the 1994-95 season.

Selling, General, and Administrative ("SG&A")

SG&A expenses increased approximately 50%, or $2.8 million, mostly due to
increased playoff costs.

15
<PAGE> 17

Amortization and Depreciation

Amortization and depreciation expenses increased 57%, or approximately $3.5
million, due to an increase in the amortization of player contracts. For the
year ended June 30, 1996, amortization increased due to the write-off of
unamortized player costs resulting from terminated player contracts and
adjustments to remaining contracts to better reflect current values.

Interest and Other Income

Interest and other income was $122,000 and $38,000 during the years ended
June 30, 1996 and 1995, respectively, and was a result of interest earned on
cash on hand.

Interest and Other Expense

Net interest and other expenses increased 26%, or approximately $1.1
million primarily as a result of the increase in borrowings from the Company's
Chairman which were used to fund operating losses.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents increased by $13.2 million during the year ended
June 30, 1997 and decreased by $772,000 during the year ended June 30, 1996. The
major components of these changes are discussed below.

Cash Provided By (Used In) Operating Activities

The Company's net cash provided by (used in) operating activities was $2.9
million, $(17.4) million and $(8.8) million for the years ended June 30, 1997,
1996 and 1995, respectively. The net cash provided by operating activities
increased during the year ended June 30, 1997 primarily as a result of the
various business acquisitions made during the year.

Cash Provided by Financing Activities

Net cash flow provided by financing activities totaled approximately $10.9
million during the year ended June 30, 1997. Cash flows provided by financing
activities primarily consisted of the $66.3 million net proceeds from the
Initial Offerings, $65.6 million net proceeds from the Private Placement, and
$35.0 million of proceeds borrowed under the Company's revolving credit
facility. Net cash flow used in financing activities included $45.0 million used
to repay the Company's outstanding indebtedness under two term loans, and
approximately $111.0 million used to repay certain debt assumed in the
acquisition of the Boca Resort. Additionally, dividend payments and
distributions to the minority owners of Decoma totaled approximately $865,000,
$1.2 million and $1.8 million during the years ended June 30, 1997, 1996 and
1995, respectively. Remaining net proceeds were invested in short-term,
investment grade, interest bearing investments.

Since the formation of the Panthers franchise in December 1992 and through
the date of the Initial Offerings, all net operating losses of the Panthers were
financed primarily with loans from its Chairman of the Board. As a result, net
cash flow from financing activities for the years ended June 30, 1996 and 1995
consisted entirely of borrowings and repayments of the loans from its Chairman.
Such loans, including interest thereon accrued through September 30, 1996,
totaled approximately $41.0 million and was exchanged for shares of Class A
Common Stock as part of the recapitalization effected in connection with the
Initial Offerings.

Net Cash Flows Used In Investing Activities

Net cash flows used in investing activities were $515,000, $140,000 and
$161,000 during the years ended June 30, 1997, 1996 and 1995, respectively.
Capital additions, excluding the substantial additions to property and equipment
obtained in the Company's business acquisitions, were approximately $1.5
million, $140,000 and $161,000 in the years ended June 30, 1997, 1996 and 1995,
respectively. The increase in capital expenditures was primarily attributable to
the various activities of the Leisure and Recreation Business.

16
<PAGE> 18

Additionally, the net cash acquired in the Company's business acquisitions
during the year ended June 30, 1997 was approximately $1.0 million.

Capital Resources

During fiscal 1997, the Company entered into a three-year $35.0 million
revolving credit facility which bears interest at LIBOR plus 1.5%. The Company
is in the process of negotiating the New Credit Facility. It is anticipated that
the New Credit Facility will provide for a line of credit up to $250.0 million
and will be secured by certain tangible and intangible assets of the Company.
The New Credit Facility is expected to limit the Company's ability to pay cash
dividends. In addition, the NHL's Bylaws preclude any one of its members from
paying cash dividends, unless paying such cash dividends will not impair the
member's ability to (i) meet its projected expenses for the ensuing 12 month
period without the use of borrowed funds, other than short-term borrowings and
(ii) maintain adequate reserves to fund the future payment of all deferred
player compensation and other deferred obligations for past services.

FINANCIAL CONDITION

The reduction of indebtedness with the net proceeds of the Initial
Offerings and Private Placement has improved the Company's liquidity by reducing
capital required for debt service. At June 30, 1997, the Company had
approximately $13.7 million in unrestricted cash. Subsequent to June 30, 1997,
through an offering of 6,000,000 shares of Class A Common Stock (the "Subsequent
Offering"), the Company received approximately $109.7 million in net proceeds of
which approximately $75.5 million was used to purchase a 68% interest in
Registry Resort in August 1997 and $35.0 million was used to reduce the
Company's credit facility. The Company believes that its financial condition is
strong and that it has sufficient operating cash flow and other financial
resources necessary to meet its anticipated capital requirements and obligations
as they come due.

The Company's fiscal 1997 business acquisitions and the Panthers playing at
the Broward County Arena are expected to significantly improve future cash
flows. The Company believes such annual cash flows will be sufficient to service
the Company's total long-term debt which was $186.1 million as of June 30, 1997
and was subsequently reduced to $151.1 million upon the paydown of the $35.0
million revolving credit facility.

As of June 30, 1996, prior to the Initial Offerings, the Company had a net
deficit in stockholders' equity of approximately $48.3 million. After the
Initial Offerings, recapitalization of the Company's Chairmans' cumulative
advances and the effect of acquisitions and the Private Placement, net
stockholders' equity has improved to approximately $301.2 million as of June 30,
1997. After considering the effect of the Subsequent Offering and the
acquisition of Registry Resort, the unaudited pro forma consolidated balance
sheet as of June 30, 1997 shows a net equity balance of approximately $426.8
million.

On November 15, 1996, construction began on the new Broward County Arena.
Construction costs are currently being paid for primarily through tourist "bed
tax" collections. The Company will bear all costs related to the development of
the Broward County Arena in excess of $184.7 million. To date, all construction
efforts are on schedule and within budget, and it is not anticipated that the
Company's cash flow will be adversely affected by the project.

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 5% 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 execute an agreement limiting the
rights of the lenders and the Company (or shareholder) under certain
circumstances, including upon an event of default or foreclosure. These
limitations may adversely affect the rights of the Company (or stockholder)
under certain circumstances.

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Working Capital

Working capital increased approximately $86.4 million during fiscal 1997 as
a result of substantial working capital, including $30.1 million in restricted
cash, obtained in connection with the Company's acquisitions.

Additionally, deferred revenue at June 30, 1997 was approximately $10.0
million as compared to approximately $1.0 million at June 30, 1996. The increase
was due to ticket collections on unplayed playoff games that will be carried
over to 1997-98 season, as well as, deferred resort club membership revenue
added with the Boca Resort acquisition.

FORWARD LOOKING STATEMENTS

Certain statements and information included herein may constitute
"forward-looking statements" within the meaning of Federal Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among other things, the
ability to develop and implement operational and financial systems to manage
rapidly growing operations; competition in the Company's Leisure and Recreation
Business segment; the ability to integrate and successfully operate acquired
businesses and the risks associated with such businesses; the ability to obtain
financing on acceptable terms to finance the Company's growth strategy and for
the Company to operate within the limitations imposed by financing arrangements;
the Company's limited history of operations in the Leisure and Recreation
Business segment; the Company's dependence on key personnel; the Company's
ability to properly assess and capitalize on future business opportunities and
other factors referenced herein.

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BUSINESS

GENERAL

The Company is a holding company with subsidiaries currently operating in
two business segments: (i) the Leisure and Recreation Business and (ii) the
Entertainment and Sports Business. The Company was formed in July 1996 and, upon
the completion of the Initial Offerings in November 1996, continued the
operations of 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 currently consists of the Company's
interests in the Resort Facilities, four high-end destination luxury resort
operations. The Resort Facilities consist of Boca Resort, Registry Resort, Pier
66 and Bahia Mar.

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 68% of Registry Resort and has made offers
to acquire the remaining 32%. 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.

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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. In connection with
the Initial Offerings, the Company's Class A common stock began trading on The
Nasdaq National Market 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."

BUSINESS STRATEGY

The Company's current business strategy is to focus on expanding the
Leisure and Recreation Business. The primary elements of such business strategy
include: (i) the development of capital projects (additional unit construction,
recreational amenities and conference space) at the Resort Facilities; (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. For certain risks involved with the Company's business strategy, see
"Risk Factors."

Management believes that the Resort Facilities will allow for significant
internal growth. At the time of acquisition, each of the Resort Facilities
either (i) had ongoing expansion and/or improvements programs, which had been
funded from internal and external sources of capital or from reserves in place
to pay for such programs, or (ii) had recently completed expansion and/or
improvement programs. In addition, the Company believes that additional value
can be added to each of the Resort Facilities through either the expansion of
room inventory and conference facilities and/or the addition of leisure and
recreation facilities.

Boca Resort is currently engaged in a $46.5 million fully-funded expansion
program. The expansion includes a recently completed 31 court tennis club, a new
Couples/Bates designed championship golf course to be completed by the end of
1997 and a new 140,000-square-foot conference center to be completed in early
1998. The completion of the conference center will allow Boca Resort to
accommodate more than one large group at a time, resulting in better utilization
of its 963 luxury guest rooms. In addition, Boca Resort has received local
municipal zoning approval to build 57 luxury two-bedroom suites at its marina
and to build a luxury spa complex.

Registry Resort will complete a $1.4 million room renovation in the fall of
1997. The Company also believes that additional conference space can be added to
Registry Resort.

Pier 66 undertook a $3.8 million renovation project in 1993, which has
resulted in growing revenue and improved operating results over the past three
years. Opportunities exist for expansion of room inventory, as well as meeting
space.

Bahia Mar completed an extensive $8.1 million renovation project in 1995
and has experienced improved operating results since then. Also, Bahia Mar has
land holdings which, subject to obtaining various regulatory and zoning
approvals, will allow for future expansion.

In addition to current expansion projects at the Resort Facilities, the
Company is pursuing other internal growth opportunities. Specifically, the
Company believes that the Premier Club concept, which was introduced in 1991 at
the Boca Resort complex, will serve as a model for expansion of its current and
potential future resort facilities. The Company believes that the Premier Club
concept, when applied to the other Resort Facilities (particularly Registry
Resort) will allow such facilities to increase value and potential cash flow
without incurring significant additional capital expenditures. In addition,
management believes that the

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cash flow from additional Premier Clubs may help reduce the impact of
seasonality on the luxury resort business.

The Premier Club concept consists primarily of club memberships which allow
individuals access to recreational facilities utilized by resort guests. The
Boca Resort Premier Club program requires an initial membership fee and annual
dues based on the number and type of facilities the member uses. Applications
for membership in the Boca Resort Premier Club currently require a fee of
$35,000 plus minimum annual dues of $2,200. The annual dues increase based upon
access to recreational facilities. The Boca Resort Premier Club represents a
significant source of cash flow at Boca Resort. The Company expects that the
Premier Club concept will allow the Company to market resort properties,
restaurants, pools, and, where available, tennis, golf and other leisure and
recreation amenities to people in local communities as a country club/social
club setting.

Additionally, the Company believes that it can generate additional revenues
by extending the Boca Resort model of non-room based revenues to the other
Resort Facilities. Boca Resort derives approximately 40% of its total revenues
from rooms, approximately 30% of its total revenues from food and beverage and
approximately 30% of its total revenues from the leisure and recreation
operation of marinas, retail sales, rental income from the lease of retail space
within the resort complexes and other non-room based revenues.

In expanding the Leisure and Recreation Business, the Company is seeking to
increase its core upscale clientele, such as corporate and other group
customers, individual business travelers and upscale leisure travelers, and to
cross-market other Company resorts and services to this customer base. The
Company believes that conditions in the luxury resort market favor such
cross-marketing. Although the number of rooms in the luxury resort market has
remained flat for most of the 1990's, demand for these rooms has grown by
approximately 6.7% during the period from 1991 to 1996. Moreover, the Company
believes that destination luxury resorts will continue to benefit from trends
and developments which favorably impact the North American resort industry. The
factors include: demographic shifts among the U.S. population which have created
a greater percentage of Americans with both increased leisure time and higher
disposable income, a greater focus among leisure travelers on active vacations,
the increased popularity of golf and a growing interest in luxury resorts among
upscale leisure travelers.

The Company views an upscale customer base as desirable for a number of
reasons. First, the Company believes the market potential of the upscale
customer base to be significant. The domestic corporate and other group
conference market represents annual revenues of approximately $9 billion.
Second, the Company believes the customer base in the luxury resort segment of
the market to be more recession-resistant than the customer base in the general
hotel and lodging market and, as a result, the Company would be less impacted by
an economic downturn. Third, the Company believes such a customer base will
allow it to experience more stable growth than the general hotel and lodging
market, while offering opportunities to expand into other industries and
businesses which may service the same customer base.

The Company believes that the luxury resort market offers significant
opportunities for it to make additional acquisitions. There has been limited new
luxury resort construction since 1992 due to the substantial barriers to entry
relating to this industry. These barriers include, but are not limited to (i)
the difficulty of finding suitable property for such resorts, (ii) the time
involved in obtaining zoning and regulatory permits and approvals and (iii) the
significant costs, together with development and holding periods, associated
with building such resorts. Based upon the Company's reputation, size and
financial resources, management believes that opportunities exist to acquire
resort properties for less than replacement cost. In addition, due to the
fragmented nature of the luxury resort market, the Company believes that the
acquisition and consolidation of luxury resort facilities provides opportunities
for cost savings in several areas. These cost savings opportunities include the
consolidation of reservation systems, coordinated sales and marketing efforts,
reduced costs for financing and insurance and decreased management overhead.

The Company expects that its acquisition targets will include destination
luxury resorts with internal growth potential or mid-range resorts in highly
desirable locations that can be upgraded and which have sufficient land for
expansion. Resorts that are most likely to be acquisition targets are those that
(i) have a large room inventory in a popular tourism and convention geographic
location, (ii) offer or could offer quality

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leisure and recreational amenities and (iii) provide the opportunity to
cross-market such amenities to the Company's upscale clientele. While the
Company believes that the state of Florida continues to be a popular destination
for pleasure travel in the United States, it is currently considering possible
acquisitions in other key regional locations throughout the United States. Also,
unlike some participants in the industry that only manage resorts, the Company
intends to pursue a policy of both ownership and operation. The Company believes
that ownership gives it sufficient control to implement its business strategy
and allows it fully to benefit from any increase in the value of its luxury
resort portfolio.

The Company believes that the acquisition of additional destination resorts
and the consolidation of them into the Company's Leisure and Recreation Business
would provide favorable cross-marketing opportunities. For example, corporate
and other group customers that hold conferences on a regular basis prefer to
rotate their conference locations among various regions of the United States,
including the east and west coasts. By offering a significant number of
affiliated luxury resort alternatives, the Company believes that it will be able
to encourage its customers to utilize the Company's resort facilities on a
regular basis. The Company believes that its superior facilities and emphasis on
guest service greatly enhance opportunities for repeat business. The Company has
assembled a management team with significant business experience in the luxury
resort and hotel industries. See "Leisure and Recreation Business -- Management
Team."

In addition to its expansion into the Leisure and Recreation Business, the
Company has remained active in the Entertainment and Sports Business. The
Company believes that the Entertainment and Sports Business is poised to
experience further growth by capitalizing on the increasing popularity of hockey
in general, as well as the success of the Panthers in particular. The Company
believes that the completion of the Broward County Arena, which is currently
scheduled for October 1998, will enhance its ability to market the Panthers, as
well as its ability to provide first-rate service for a variety of other forms
of entertainment. The Company also believes that the continued popularity of
hockey should bolster the success of the ice rink operations. The Company has
assembled a management team with significant experience in the entertainment and
sports industry. See "Entertainment and Sports Business -- Management Team."

Notwithstanding the Company's focus on its current businesses, management
actively seeks and evaluates opportunities in other industries and businesses
for potential strategic acquisitions where the Company believes it can leverage
its competitive strengths and increase shareholder value.

ACQUISITIONS

Acquisitions Completed During the Fiscal Year Ended June 30, 1997 Subsequent
to the Initial Offerings

On June 26, 1997, the Company indirectly acquired all of the assets of Boca
Resort. The Company paid the following consideration: (i) a non-managing general
partnership interest in Panthers BRHC; (ii) warrants to purchase 869,810 shares
of Class A Common Stock; (iii) 189,574 shares of Class A Common Stock, which
were used to compensate certain affiliates of Boca Raton Hotel and Club Limited
Partnership ("Boca Partnership"), the entity which previously owned Boca Resort;
(iv) 82,729 shares of Class A Common Stock, which were used to pay persons to
whom Boca Partnership is obligated to pay fees; (v) exchange rights which, when
distributed, will entitle such holders, without any additional consideration, to
sell their partnership interests to an affiliate of the Company in exchange for
approximately 4,242,586 shares of Class A Common Stock exercisable at any time
before January 1, 2001 and (vi) the assumption of indebtedness and payment of
deferred fees and additional interest charges owed by the Boca Partnership in
the amount of approximately $205.9 million.

On May 31, 1997, the Company acquired the rights to operate the Gold Coast
Ice Arena located in Pompano Beach, Florida, in exchange for 34,760 shares of
Class A Common Stock. Gold Coast is the current practice facility of the
Panthers and provides open skating, ice hockey leagues and other programs to the
public.

On March 4, 1997, the Company acquired all of the ownership interests in
each of Pier 66 and Bahia Mar, in exchange for 4,450,000 shares and 3,950,000
shares of the Company's Class A Common Stock, respectively.

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<PAGE> 24

On January 31, 1997, the Company indirectly acquired assets relating to the
business of owning and operating Incredible Ice, a twin-pad ice rink facility
located in Coral Springs, Florida, the rights to certain twin-pad ice rink
facility sites located throughout Florida and certain trademarks. In exchange
for such assets, the Company assumed approximately $8.1 million in
construction-related debt and paid $1.0 million in cash and 212,766 shares of
Class A Common Stock.

Acquisition Completed Subsequent to the Fiscal Year Ended June 30, 1997

On August 13, 1997, the Company acquired interests constituting
approximately 68% of Registry Resort in exchange for approximately $75.5 million
in cash, together with 918,174 shares of the Company's Class A Common Stock.

Recent Developments

OPERATIONS

General

The Company currently conducts substantially all of its business through
its subsidiaries, which include (i) Boca Resort, Registry Resort, Pier 66 and
Bahia Mar, (ii) Panthers, (iii) Arena Development, (iv) Arena Operations and (v)
Florida Panthers Ice Ventures, Inc. In addition, the Company owns approximately
78% of the partnership interests in Decoma, the entity which operates the Miami
Arena where the Panthers currently play.

LEISURE AND RECREATION BUSINESS

Management Team

The Company has assembled a management team with significant business
experience in the resort and hotel industry to implement the Company's business
strategy as it relates to the Leisure and Recreation Business. The members of
the Company's Leisure and Recreation Business management team include:

Richard Evans. Mr. Evans has been the Company's President and a director
since September 1996. From April 1993 to September 1996, Mr. Evans served as the
Chief Operating Officer of Gaylord Entertainment Company, a diversified
entertainment, hospitality (Opryland Hotel) and communications company ("Gaylord
Entertainment"). Prior to joining Gaylord Entertainment, Mr. Evans served as
President and Chief Executive Officer of Dorna USA, a sports marketing company,
from January 1992 to February 1993. Mr. Evans also served as the President and
Chief Executive Officer of Madison Square Garden Corporation from 1987 to 1991,
and as Chairman and Chief Executive Officer of Radio City Music Hall Productions
from 1980 to 1986. Mr. Evans began his professional career with the Walt Disney
Company, where he was involved in the development and construction of Walt
Disney World. Subsequent to the opening of Walt Disney World, Mr. Evans was
responsible for the operations of Walt Disney World's resort hotels and
recreational facilities. Prior to joining the Company, Mr. Evans served as a
director of Genesco, Inc. and Bass Pro Shops.

Dennis J. Callaghan. Mr. Callaghan is one of the Company's Managing
Directors -- Resort Division and has been a director of the Company since July
1997. From 1990 to 1997, Mr. Callaghan was President of Callaghan & Partners,
Ltd., an entity founded by Mr. Callaghan to acquire, develop, finance, renovate
and manage resorts, hotels and residential and commercial properties in the
United States and abroad.

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Mr. Callaghan was an affiliate of Boca Resort and was appointed to the Company's
Board of Directors in connection with the acquisition of Boca Resort.

Michael Glennie. Mr. Glennie currently serves as the President of Boca
Resort. Prior to his 10-year tenure with Boca Resort, Mr. Glennie was Manager of
the Waldorf Astoria Hotel in New York and worked in various capacities at Rock
Resorts, including as its Chief Executive Officer, from 1989 to 1993.

Theodore V. Fowler. Mr. Fowler is one of the Company's Managing
Directors -- Resort Division. Mr. Fowler has nearly twenty years experience in
real estate financing, investment banking and merger and acquisitions. Mr.
Fowler commenced his Wall Street career in 1971 and, for most of the decade of
the 1980's, served as co-head of Investment and Merchant Banking for The First
Boston Corporation and Prudential-Bache Securities, two of Wall Street's largest
firms.

Gary Chensoff. Mr. Chensoff is one of the Company's Managing
Directors -- Resort Division. Mr. Chensoff has 20 years experience in the resort
and real estate industries. From 1992 to 1997, Mr. Chensoff was employed by
Indian Hill Partners, Inc., where he managed resorts, land development projects
and commercial office properties. Prior to that, Mr. Chensoff held various
positions, including Vice President and Managing Director, during his 11-year
tenure with JMB Realty Corporation.

The Resort Facilities

The Company's Leisure and Recreation Business currently consists of the
Company's four Resort Facilities: Boca Resort, Registry Resort, Pier 66, and
Bahia Mar.

About one-half of the revenues from the Resort Facilities is derived from
non-room sources, such as conference center services, marina services, club
memberships, food and beverages, retail and other amenities of the resort.
Revenue derived from these sources is generally paid by customers in advance, or
within 30 days of their stay at the resort.

Boca Resort. Boca Resort is a destination luxury resort and private club
located on over 298 acres of land fronting both the Atlantic Ocean and
Intracoastal Waterway in Boca Raton, Florida. Boca Resort offers luxury
accommodations and amenities to group conference customers, leisure travelers
and the members of its exclusive and private country and social club known as
The Premier Club.

Boca Resort consists of the Cloister, the Tower, Boca Beach Club, the Golf
Villas, Boca Country Club, 963 luxury guestrooms, a 50,000 square foot
conference center, a 25 slip marina, two 18 hole championship golf courses, a 31
court tennis club, five swimming pools, an indoor basketball court, two indoor
racquetball courts and a half mile of private beach with various water sports
facilities. Other amenities of Boca Resort include 15 food and beverage sites,
ranging from five-star cuisine to beach side grills, and a new fitness center.
Additionally, Boca Resort has commenced a $46.5 million expansion and renovation
project which will include: (i) a new 140,000 square foot conference center
(25,000 square foot Grand Ballroom/15,000 square foot Junior Ballroom); (ii) a
new, state-of-the-art tennis and fitness center complex; (iii) a new and
expanded 650-space parking facility and (iv) a new Couples/Bates designed
18-hole golf course to replace its present 18-hole golf course. Boca Resort has
an average occupancy of 70% at an average daily room rate of $181. The total
room revenue per available room is $127.

Registry Resort. Registry Resort is a destination luxury resort located on
approximately 15 acres of land fronting the Gulf of Mexico in Naples, Florida.
The Naples market is a key vacation and conference group destination. Registry
Resort consists of 474 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 beach amenities. Registry Resort has an
average occupancy of 75% at an average daily room rate of $171. The total room
revenue per available room is $128. Registry Resort has received Mobile Travel
Guide's Four Star Award, as well as AAA's Four Diamond Award, and been cited by
Conde Nast Traveler magazine as one of the best resorts in the United States.

Pier 66. Pier 66 is a destination luxury resort and marina complex located
on 23 acres of land fronting the Intracoastal Waterway in Fort Lauderdale,
Florida. Pier 66 consists of 380 luxury guest rooms, a 142 slip

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marina, three swimming pools, 22,000 square feet of meeting space and six
restaurants and lounges. Pier 66 has an average occupancy of 67% at an average
daily room rate of $138. The total room revenue per available room is $93. The
Pier 66 Marina has an average occupancy of 61% at an average daily slip rate of
$79. Pier 66 has received the Mobil Travel Guide's Four Star Award and AAA's
Four Diamond Award.

Bahia Mar. Bahia Mar is a destination luxury resort and marina complex
located on 40 acres of land fronting the Atlantic Ocean. Bahia Mar consists of
300 rooms, a 350 slip marina, four tennis courts, 20,000 square feet of flexible
meeting space and 23,000 square feet of retail space. Bahia Mar has an average
occupancy of 61% at an average daily room rate of $104. The total room revenue
per available room is $63. The Bahia Mar Marina has an average occupancy of 49%
at an average daily slip rate of $47. Because of recent renovations to the
resort and certain administrative changes designed to improve efficiency,
management expects that occupancy percentages and room rates will continue to
improve. Bahia Mar has received the Mobile 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. The Bahia Mar marina is host
to the International Boat Show, an annual six day boating and marine event which
is billed as the world's largest in-water Boat Show.

Franchise, Owner and License Agreements

Franchise Agreement. Upon the acquisition of Pier 66, the Company assumed
the rights under a 20-year franchise agreement (the "Hyatt Franchise Agreement")
with Hyatt Franchise Corporation ("Hyatt"). The agreement terminates on November
14, 2014 and contains various early termination provisions and provides for
liquidated damages upon such early termination. The Hyatt Franchise Agreement
provides for monthly royalty fees based on a percentage of gross room revenue,
in the amount of 4.0% through November 30, 1997 and 5.0% thereafter.

The Hyatt Franchise Agreement also provides for the pro rata allocation of
certain Hyatt "allocable chain expenses" based on the relation of Pier 66's
total number of guest rooms to the average number of guest rooms in all Hyatt
hotels in the United States along with assessments for Gold Passport and
national/regional sales promotions. A fee for the use of the Hyatt reservation
system is also allocated to Pier 66.

The Hyatt Franchise Agreement also requires that a reserve, equal to four
percent of gross room revenues, be maintained in respect of Pier 66 for
replacement of furniture, fixtures and equipment and those repairs and
maintenance costs which are capitalizable under generally accepted accounting
principles. The franchise agreement requires significant renovations of guest
rooms, corridors and other public areas to be performed every five to six years.
The replacement of other furniture, fixtures and equipment, as defined in the
agreement, is to occur every 10 to 12 years.

Owner Agreement. Upon the acquisition of Pier 66, the Company assumed the
rights under the Hyatt Hotel Franchise Owner Agreement (the "Owner Agreement"),
pursuant to which the parties agree that Hyatt shall notify the Company upon a
voluntary surrender, a default or a breach by Pier 66 Management under the Hyatt
Franchise Agreement and the Company shall have an opportunity to cure any such
breach or default. In addition, upon any termination of Pier 66 management under
the Pier 66 Management Agreement, the Hyatt Franchise Agreement shall terminate
unless the Company employs a substitute manager that Hyatt approves, provided
such manager is qualified under the terms of the Owner Agreement. The substitute
manager will assume the duties and responsibilities as franchisee under the
Hyatt Franchise Agreement. The Owner Agreement also contains requirements that
Hyatt consent to any financing transactions, sales or other transfers involving
Pier 66, which consent shall not be unreasonably withheld or delayed by Hyatt.
The Owner Agreement also obligates the Company to observe and be bound by
certain terms, conditions and restrictions contained in the Hyatt Franchise
Agreement.

License Agreement. Upon the acquisition of Bahia Mar, the Company assumed
the rights under a ten-year license agreement (the "Radisson License Agreement")
with Radisson Hotels International, Inc. ("Radisson"). The terms of the Radisson
License Agreement allow the Company to operate the hotel using Radisson's
proprietary hotel management system. Annual fees payable to Radisson pursuant to
the Radisson License Agreement are 4.0% of the first $7.0 million of gross room
sales and 5.0% of gross room sales (as

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defined by the license agreement) in excess of $7.0 million through December 31,
1997. The remainder of the term requires fees in the amount of 5.0% of gross
room sales.

Management Agreements

The Company is a party to a hotel management agreement (the "Pier 66
Management Agreement") with Pier 66 Management pursuant to which Pier 66
Management operates Pier 66. Pier 66 Management has managed Pier 66 since June
29, 1993. The remaining term of the Pier 66 Management Agreement is
approximately three years, and it provides for an annual management fee of
approximately $500,000, payable in monthly installments, and it requires Pier 66
Management to set aside cash from Pier 66 operations for the purchase,
replacement and renewal of furniture, fixtures and equipment and non-routine
repairs and maintenance to the building. The amount to be reserved is 4.0% of
Pier 66's gross revenues each month during the term of the Pier 66 Management
Agreement.

The Company is also a party to a separate hotel management agreement (the
"Bahia Mar Management Agreement") with Bahia Mar Management pursuant to which
Bahia Mar Management operates Bahia Mar. Bahia Mar Management has managed Bahia
Mar since June 30, 1994. The remaining term of the Bahia Mar Management
Agreement is approximately three years. The Bahia Mar Management Agreement
requires annual fees equal to 2.0% of gross room sales payable in monthly
installments and it requires Bahia Mar Management to set aside cash from Bahia
Mar operations for the purchase, replacement and renewal of furniture, fixtures
and equipment and non-routine repairs and maintenance to the building. The
amount to be reserved is 4.0% of Bahia Mar's gross revenues each month during
the term of the Bahia Mar Management Agreement.

Environmental Matters

Under various federal, state, and local environmental laws and regulations,
an owner or operator of real estate may be liable for the costs of removal or
remediation of certain hazardous or toxic substances on such property. In
connection with the ownership and operation of its properties, the Company may
be potentially liable for any such costs. Phase I environmental site assessments
(the "Phase I Assessments") have been obtained for the real property on which
each of the Resort Facilities is located. Phase I Assessments are intended to
identify existing, potential and suspected environmental contamination and
regulatory compliance concerns, and generally include historical reviews of the
property, reviews of certain public records, preliminary investigations of the
site and surrounding properties and the preparation and issuance of written
reports. The Phase I Assessments have not revealed any environmental liability
or compliance concerns that the Company believes would have a material adverse
effect on the Company's business, assets, results of operations or liquidity of
its Leisure and Recreation Business, nor is the Company aware of any such
material liability or concern. Phase I Assessments cannot, however, provide full
and complete knowledge of environmental conditions and compliance matters.
Therefore, no assurances can be given that material environmental liabilities or
compliance concerns do not exist or that there are no material environmental
liabilities or compliance concerns of which the Company is unaware.

ENTERTAINMENT AND SPORTS BUSINESS

Management Team

The Company has assembled a management team with significant business
experience in entertainment and sports to implement the Company's business
strategy as it relates to the Entertainment and Sports Business. The members of
the Company's Entertainment and Sports management team include:

William Torrey. Mr. Torrey has been the President and Governor of the
Florida Panthers Hockey Club, Inc. since September 1993. Prior to joining the
Company, Mr. Torrey was associated with the New York Islanders Hockey Club (the
"Islanders") for twenty-one years in various capacities. From June 1989 to
August 1992, Mr. Torrey served as Chairman of the Board of the Islanders. From
September 1978 to August 1992, Mr. Torrey served as the President of the
Islanders, and from February 1972 to August 1992 he served as the General
Manager of the Islanders. Mr. Torrey is a member of the Hockey Hall of Fame, in
recognition of his accomplishments as an executive.

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Alex Muxo. Mr. Muxo has been the President of Arena Development and Arena
Operator since September 1996. From January 1995 to July 1996, Mr. Muxo served
as a Vice President of Huizenga Holdings. Prior to joining Huizenga Holdings,
Mr. Muxo served as a Vice President of Blockbuster and Blockbuster Park from May
1994 to January 1995. Prior thereto, Mr. Muxo was the City Manager of the City
of Homestead, Florida. During his tenure with the City of Homestead, Mr. Muxo
directed and managed the development of Homestead Baseball Stadium, the
development of Miami MotorSports Race Track and the substantial redevelopment
and reconstruction work required as a result of Hurricane Andrew.

Judson Perkins. Mr. Perkins has been President of the Company's
Entertainment and Recreation Division since May 1997. Prior to joining the
Company, Mr. Perkins served as President of the National Basketball
Association's (the "NBA") Events and Attractions Group. Prior to his association
with the NBA, Mr. Perkins was President and CEO of the Kiel Center Arena in St.
Louis, where he was responsible for the design, development, construction and
operation of the Kiel Center Arena. From 1987 through 1992, Mr. Perkins held the
post of President, Facilities Development and Management Group at Madison Square
Garden Corporation, where, in addition to his other duties, he was responsible
for the $200 million renovation of Madison Square Garden. Mr. Perkins has also
held a senior management position with MSG International, a facility consulting
company.

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.

Hockey Operations.

The Company's hockey operations consist of the ownership and operation of
the Panthers, a professional hockey team of the NHL. The Company derives its
hockey revenue principally from the sale of tickets to the Panthers' home games
and national and local broadcasting of Panthers games. The Panthers home games
were sold out during the 1996-97 season and are virtually sold out for the
upcoming 1997-98 season. The Panthers share equally with the other member clubs
in the NHL broadcasting contracts with Fox Broadcasting Co., ESPN, Inc. and
Molson Breweries of Canada Limited and also have in place a local broadcasting
contract with SportsChannel Florida Associates, a Florida limited partnership,
70% of which is owned by H. Wayne Huizenga, the Chairman of the Company's Board
of Directors. The Company also generates revenue from the sale of advertising in
game programs and at certain limited locations at the Miami Arena. In addition,
the Company derives promotional revenue from various sponsored events.

Miami Arena. The Company owns approximately 78% of the partnership
interests in Decoma, which derives all of its revenue from Miami Arena
operations. The Panthers currently play in the Miami Arena, which has a seating
capacity of only 14,703. The size of the Miami Arena limits the Company's
ability to generate revenue from concessions and the sale of additional tickets.
Also, under the terms of the Panthers' current agreement with the Miami Arena,
the Miami Heat of the NBA, as the primary tenant, controls revenue generated
from the sale of suites and a majority of the advertising, further limiting the
Company's ability to generate certain revenue which is generally available to
other NHL franchises. With the scheduled completion of the Broward County Arena
by October 1998, the Company anticipates the 1997-98 season to be the Panthers'
final season at the Miami Arena. The Company believes its ability to generate
additional revenue will be enhanced upon the Panthers' move to the Broward
County Arena. See "Arena Development and Operations."

The National Hockey League Governance. The NHL is generally responsible
for regulating the conduct of its members. The NHL establishes the regular
season and playoff schedules of the teams. It also negotiates, on behalf of its
members, the league's national over-the-air and cable television contracts and
the collective bargaining agreement with the NHL Players' Association. Because
the NHL is a joint venture, each of its members is, in general, jointly and
severally liable for the league's liabilities and obligations and shares in its
profits. Under the terms of the Constitution and Bylaws of the NHL, league
approval is required under certain circumstances, including in connection with
the sale or relocation of a member.

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The NHL and the NHL Players' Association entered into a seven-year NHL
Collective Bargaining Agreement on August 11, 1995 that took retroactive effect
as of September 16, 1993. The NHL Collective Bargaining Agreement, as amended,
expires in September 2004.

Restrictions on Ownership. The NHL Constitution and Bylaws contain
provisions which may in some circumstances operate to prohibit a person from
acquiring the Class A Common Stock, thereby affecting its value. 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, and each
acquisition of shares of Class A Common Stock which will result in a person or a
group of persons holding any multiple of a 5% interest, will require the prior
approval of the NHL, which may be granted or withheld in the sole discretion of
the NHL. In addition, no person who directly or indirectly owns any interest in
a privately-held NHL team, or a 5% or more interest in any other publicly-held
NHL team, may own, directly or indirectly, a 5% or more interest in the Company,
without the prior approval of the NHL. 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 5% 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. See "Risk Factors -- NHL Membership -- Potential Liabilities and Ownership
Restrictions."

Control Requirement. Unless otherwise permitted by the NHL, Mr. Huizenga
is required to maintain voting control of the Company at all times. The Company
issued to Mr. Huizenga shares of Class B Common Stock to satisfy the control
requirements of the NHL. See "Risk Factors -- Control by H. Wayne Huizenga;
Voting Rights."

Arena Development and Operations

Development of the Broward County Arena. In June 1996, the Company entered
into an agreement with Broward County to develop the Broward County Arena, which
will be owned by Broward County. The costs incurred in connection with the
construction of the Broward County Area are paid primarily through tourist "bed
tax" collections. The Company will bear all costs relating to the development of
the Broward County Arena in excess of $184.7 million; however, it may require
Broward County to advance an additional $18.5 million, which the Company will
repay as supplemental rent. There can be no assurance that costs associated with
the Broward County Arena will not exceed the $184.7 million budget.

Operation of the Broward County Arena. In June 1996, the Company entered
into a 30-year license agreement (the "License Agreement") and co-terminus
operating agreement (the "Operating Agreement") pursuant to which the Company
will utilize and operate the Broward County Arena. Under the License Agreement,
the Company is entitled to retain (i) 95% of all revenue derived from the sale
of general seating tickets to the Panthers' home games and all of certain other
hockey-related advertising and merchandising revenue and (ii) the first $14.0
million of "net operating income" generated by the Broward County Arena and 80%
of all net operating income in excess of $14.0 million generated by the Broward
County Arena, with Broward County receiving the remaining 20%. Net operating
income is defined to include revenue from building naming rights, food and
beverage concessions, parking, non-hockey related advertising and all other
revenue generated from non-hockey events, offset by certain arena operating and
financing costs. The License Agreement requires that the Company loan to Broward
County all amounts that are necessary to allow Broward County to meet certain
financial obligations relating to the Broward County Arena at an interest rate
of prime plus two percent. Broward County is required to repay any loan made by
the Company on a priority basis from revenue generated primarily from the
collection of tourist "bed taxes."

The License Agreement commencement date will occur upon 30 days notice of
the completion of construction of the Broward County Arena, which is currently
scheduled for October 1, 1998; however, commencement of the License Agreement
may be deferred by the Company until the following NHL hockey season in the
event the Broward County Arena is completed between March 1 and July 1 of 1999.
Once commenced, the License Agreement is for a term of 30 years, which term may
be extended for five year periods, subject to certain conditions, pursuant to
options granted to the Company by Broward County.

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Ice Rinks

As part of its strategy to capitalize on the popularity of hockey in
general, and the Panthers, in particular, the Company currently operates
Incredible Ice and Gold Coast. Incredible Ice and Gold Coast are open to the
general public and derive their revenues from, among other things, fees charged
to the public for use of the facilities for various hockey and skating programs,
open skating sessions, food and beverage sales and retail merchandise sales.

Decoma

The Company owns approximately 78% of the partnership interests in Decoma,
which derives all of its revenue from its Miami Arena operations. Income is
derived from seat use charges imposed on tickets sold at the Miami Arena, net of
fixed and variable operating payments.

COMPETITION

Competition in Leisure and Recreation Business. 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.

Competition in Entertainment and Sports Business. 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.

EMPLOYEES

The Company currently employs approximately 2,250 full-time and
approximately 600 part-time employees in connection with its Leisure and
Recreation Business. Not included in these figures are approximately 480 persons
working at Pier 66 and 240 persons working at Bahia Mar who are employees of
Pier 66 Management and Bahia Mar Management, respectively. The Company employs
approximately 130 full-time employees and 80 part-time employees in connection
with its Entertainment and Sports Business. None of these employees, other than
the Panthers hockey players, are subject to any collective bargaining agreement
and each of the Company, Pier 66 Management and Bahia Mar Management believes
that its relationship with its employees is good.

INSURANCE

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.
The Company maintains various insurance coverages on behalf of the Panthers
through the NHL, primarily including players disability and roster catastrophe
insurance coverage. The Company also maintains the types and amounts of
insurance coverage that it considers appropriate for its other businesses,
including, but not limited to, workers' compensation insurance, casualty
insurance against loss or damage to

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the Broward County Arena and occupancy insurance in an amount not less than
estimated annual revenue to be derived from the Broward County Arena. While the
Company believes that its insurance coverage is adequate, if the Company were
held liable for amounts exceeding the limits of its insurance coverage or for
claims outside the scope of its insurance coverage, such liability could have a
material adverse effect on the Company's financial condition or results of
operations.

CUSTOMERS AND MARKETING

Leisure and Recreation Business. The core customer base for the Company's
Leisure and Recreation Business consists of corporate and other group customers,
individual business travelers and upscale leisure travelers. The Company
believes that such a customer base will allow it to experience more stable
growth and mitigate the adverse effects of economic downturns better than the
hotel and lodging market in general. The Company's marketing efforts focus on
increasing business with existing customers as well as increasing its upscale
clientele. The Company's marketing efforts involve (i) the Company's use of its
sales force to develop national corporate and other group business for its
Resort Facilities by focusing on identifying, obtaining and maintaining
corporate and other group accounts whose employees conduct business nationwide
and (ii) the Company's use of advertisements that target individual business
travelers and upscale leisure travelers in magazines such as Conde Nast
Traveler, Travel and Leisure, Travel Weekly, Meetings and Conventions, along
with The New York Times newspaper.

Entertainment and Sports Business. The Company intends to capitalize on
the increasing popularity of hockey by continuing to advertise and market the
Panthers, as well as continuing to enhance the service and entertainment
provided at games.

REGULATIONS

The resort industry is subject to numerous federal, state and local
government regulations, including those relating to the preparation and sale of
food and beverages (such as health and liquor laws) and building and zoning
requirements. The Company is also subject to laws governing its relationship
with employees, including minimum wage requirements, overtime working conditions
and work permit requirements. The Company believes that it has the necessary
permits and approvals to operate the Resort Facilities and their respective
businesses and the facilities associated with its Entertainment and Sports
Business.

Under the Americans with Disabilities Act of 1990 (the "ADA"), all public
accommodations are required to meet certain federal requirements related to
access and use by disabled persons. While the Company believes that the Resort
Facilities and its other facilities are in compliance with these requirements, a
determination that the Company is not in compliance with the ADA could result in
the imposition of fines or an award of damages to private litigants.

SEASONALITY

The business of the Resort Facilities is generally seasonal. The Resort
Facilities, each of which is located in the state of Florida, have historically
experienced higher revenues and operating income 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. In addition, the state of Florida is
subject to tropical weather and storms (typically in summer months) which, if
severe, can interrupt the normal operations of the Resort Facilities and
adversely affect tourism.

The NHL regular season begins during the fall and ends in late spring. As a
result, the Company realizes the vast majority of its hockey revenue and incurs
the vast majority of its hockey expenses during that period.

TRADEMARKS

The Company utilizes a brand name strategy depending on the Resort
Facilities' market environment and the Resort Facilities' unique
characteristics. The Company presently uses two national trade names for two of
the Resort Facilities pursuant to licensing arrangements with national
franchisors. The Company owns and

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utilizes certain trademarks in connection with its Entertainment and Sports
Business. These trademarks relate primarily to the Panthers and the hockey
operations.

LITIGATION

On October 9, 1997, Bernard Kalishman filed a purported shareholder
derivative and class action lawsuit on behalf of the Company, as nominal
defendant, against Messrs. Huizenga, Berrard, Johnson, Rochon, Hudson, Egan and
Evans and William Torrey, a former director of the Company, in the Seventeenth
Judicial Circuit in and for Broward County, Florida. The suit alleges, among
other things, that each of the defendants (other than Mr. Egan) breached
contractual and fiduciary obligations owed to the Company and its stockholders
by engaging in self-dealing transactions in connection with the Company's
purchase of Pier 66 and Bahia Mar. The suit seeks to impose a constructive trust
on alleged excessive compensation paid to the prior owners of Pier 66 and Bahia
Mar or to have damages assessed against the defendants. The Company believes
that this suit is without merit and intends to defend vigorously against this
suit.

On April 9, 1997, Allied Minority Contractors Association, Inc., South
Florida Chapter of NAMC, Overnight Success Construction, Inc., Reed Jr.
Plumbing, Inc. and Christopher Mallard (collectively, the "Broward County
Plaintiffs") filed a suit against Broward County and Arena Development in the
Seventeenth Judicial Circuit in and for Broward County, Florida. This suit
alleges that Broward County entered into the agreement with the Company to
develop the Broward County Arena in violation of Florida law and Broward County
ordinances. The Broward County Plaintiffs seek, among other things, to nullify
the agreement between Broward County and the Company to develop the Broward
County Arena. The Company believes that this suit is without merit and intends
to defend vigorously against this suit. An unfavorable outcome of the suit may
have a material adverse effect on the Company's financial condition or results
of operations. On July 10, 1997, the trial court denied the Broward County
Plaintiffs' motion for a temporary restraining order. This case is set for trial
on February 2, 1998.

On January 28, 1997, February 4, 1997 and March 18, 1997, purported class
action lawsuits were filed against the Company and Messrs. Huizenga, Johnson,
Rochon, Berrard, Hudson, Dauria and Evans in the United States District Court
for the Southern District of Florida. The suits allege, among other things, that
the defendants violated Section 10(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Rule 10b-5 thereunder, by making untrue
statements or omitting to state material facts, in connection with sales of the
Company's Class A Common Stock by the plaintiff and others in the purported
class between November 13, 1996 and December 22, 1996. The suits generally seek,
among other things, certification as a class and an award of damages in an
amount to be determined at trial. The Company believes that this suit is without
merit and intends to defend vigorously against this suit. An unfavorable outcome
of the suit may have a material adverse effect on the Company's financial
condition or results of operations.

A lawsuit was filed on January 9, 1997 by Arena Development seeking a
determination as to the applicability of Broward County's Prevailing Wage
Ordinance to the construction of the Broward County Arena. The suit was filed in
the Seventeenth Judicial Circuit in and for Broward County, Florida. The
complaint filed alleged that the Prevailing Wage Ordinance did not apply to the
construction of the Facility for two reasons: (i) the Prevailing Wage Ordinance
only applies to construction contracts in excess of $250,000 to which Broward
County is a party and Broward County is not a party to the construction contract
between Arena Development and the general contractor, and (ii) the Development
Agreement contains all the obligations and responsibilities of both parties and
does not include a provision mandating that Arena Development comply with the
Prevailing Wage Ordinance. The Prevailing Wage Ordinance requires that all
contracts to which the ordinance applies must contain such a provision. The
lawsuit asked for a declaratory judgment finding that the Prevailing Wage
Ordinance did not apply to the construction of the Facility and that Arena
Development could continue without reference to the ordinance. On February 21,
1997, the Seventeenth Judicial Circuit Court ruled against the Company's
complaint, finding that the Prevailing Wage Ordinance was applicable. The
Company has appealed the decision rendered by the court and the trial court's
order has been stayed pending appeal. An unfavorable outcome of this suit may
require the Company to incur additional costs of up to $4.5 million.

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On September 4, 1996, Timothy Johanson, Walter Johanson and Veronica
Juliano (the "ADA Plaintiffs") filed a lawsuit against the Company, among
others, in the United States District Court for the Southern District of
Florida. The suit alleged that the Company violated the ADA in connection with
the development of the Broward County Arena by (i) failing to make reasonable
modifications in policies, practices or procedures, (ii) failing to take such
steps as may be necessary to ensure that no individual with a disability is
excluded, denied services, segregated or otherwise treated differently and (iii)
failing to remove architectural barriers and communications barriers. The ADA
Plaintiffs sought, among other things, to (A) obtain a judgment mandating the
Company to revise, modify and remove certain barriers at the Broward County
Arena that may prevent persons with disabilities from having access to the
facility and take steps necessary to ensure that no person with a disability is
excluded, denied services, segregated or otherwise treated differently, to the
extent required by law, and (B) be awarded reasonable attorneys' fees, costs and
expenses incurred in connection with the suit. On October 9, 1997, the ADA
Plaintiffs agreed to voluntarily dismiss their case without prejudice.

The Company is not presently involved in any other material legal
proceedings. However, the Company may from time to time become a party to legal
proceedings arising in the ordinary course of business, which are incidental to
the business.

RECENT DEVELOPMENTS

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The directors and the executive officers of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
H. Wayne Huizenga......................... 59 Chairman of the Board
Richard C. Rochon......................... 40 Vice Chairman of the Board
Richard H. Evans.......................... 52 President and Director
William M. Pierce......................... 46 Senior Vice President and Chief Financial Officer
Richard L. Handley........................ 50 Senior Vice President and General Counsel
J. Ronald Castell......................... 59 Senior Vice President Investor Relations and
Communications
Steven M. Dauria.......................... 36 Vice President and Corporate Controller
Steven R. Berrard......................... 43 Director
Dennis J. Callaghan....................... 48 Director
Michael S. Egan........................... 57 Director
Chris Evert............................... 42 Director
Harris W. Hudson.......................... 54 Director
George D. Johnson, Jr..................... 54 Director
Henry Latimer............................. 59 Director
</TABLE>

All directors are elected to serve until the next annual meeting of
stockholders and until their successors are elected and qualified. Officers
serve at the pleasure of the Board of Directors.

H. Wayne Huizenga has been the Company's Chairman of the Board since
September 1996. Mr. Huizenga also has been Chairman of the Board of Republic
Industries, Inc., a diversified company with operations in the automotive and
solid waste industries ("Republic"), since August 1995. Mr. Huizenga served as
Chief Executive Officer of Republic from August 1995 until October 1996, and has
served as Co-Chief Executive Officer of Republic since October 1996. Mr.
Huizenga has been Chairman of the Board of Extended Stay America, Inc., an
extended stay lodging facilities company ("Extended Stay"), since January 1995.
Mr. Huizenga served as the Vice Chairman of Viacom, Inc., a diversified media
and entertainment company ("Viacom"), from September 1994 until October 1995.
Mr. Huizenga also served as the Chairman of the Board of Blockbuster
Entertainment Group, a division of Viacom ("Blockbuster Entertainment Group"),
from September 1994 until October 1995. From April 1987 through September 1994,
Mr. Huizenga served as the Chairman of the Board and Chief Executive Officer of
Blockbuster Entertainment Corporation ("Blockbuster"), during which time he
helped build Blockbuster from a 19-store chain into the world's largest video
and music retailer. In September 1994, Blockbuster merged into Viacom. In 1971,
Mr. Huizenga co-founded Waste Management, Inc. ("Waste Management"), which he
helped build into the world's largest integrated environmental services company,
and he served in various capacities, including the President, the Chief
Operating Officer and a director from its inception until 1984. Mr. Huizenga
also currently owns or controls the Miami Dolphins and the Florida Marlins, both
professional sports franchises, as well as Pro Player Stadium, in South Florida.
Mr. Huizenga is the brother-in-law of Mr. Hudson.

Richard C. Rochon has been a director of the Company since September 1996
and has served as the Company's Vice Chairman since April 1997. Mr. Rochon has
also been the President of Huizenga Holdings, Inc. ("Huizenga Holdings"), a
privately-held diversified holding company controlled by Mr. Huizenga, since
1988. Prior to joining Huizenga Holdings, he was a certified public accountant
at Coopers & Lybrand, an international public accounting firm. Mr. Rochon is
also a director of International Alliance Services, Inc., a diversified services
company.

Richard H. Evans has been the Company's President and a director since
September 1996. From April 1993 to September 1996, Mr. Evans served as the Chief
Operating Officer of Gaylord Entertainment Company, a diversified entertainment,
hospitality (Opryland Hotel) and communications company ("Gaylord
Entertainment"). Prior to joining Gaylord Entertainment, Mr. Evans served as
President and Chief Executive

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Officer of Dorna USA, a sports marketing company, from January 1992 to February
1993. Mr. Evans also served as the President and Chief Executive Officer of
Madison Square Garden Corporation from 1987 to 1991 and as Chairman and Chief
Executive Officer of Radio City Music Hall Productions from 1980 to 1986. Mr.
Evans began his professional career with the Walt Disney Company, where he was
involved in the development and construction of Walt Disney World. Subsequent to
the opening of Walt Disney World, Mr. Evans was responsible for the operations
of Walt Disney World's resort hotels and recreational facilities. Prior to
joining the Company, Mr. Evans served as a director of Genesco, Inc. and Bass
Pro Shops.

William M. Pierce has been the Company's Senior Vice President and Chief
Financial Officer since March 1997 and a director of Florida Panthers Hockey
Club, Inc. ("Panthers Inc."), the general partner of the Panthers, since
November 1996. From January 1990 to March 1997, Mr. Pierce served as an officer
of Huizenga Holdings and as the chief financial officer and a director of
numerous private companies owned by Mr. Huizenga.

Richard L. Handley joined the Company as a Senior Vice President and
General Counsel in May 1997. Prior to joining the Company, Mr. Handley served as
a Senior Vice President and the General Counsel of Republic from October 1995 to
May 1997. From June 1993 until joining Republic, he was a principal of Randolph
Management Group, Inc., a management consulting firm specializing in the
environmental industry. Prior to that, Mr. Handley was Vice President, Secretary
and General Counsel of The Brand Companies, Inc., an environmental services
company, from July 1990 until May 1993. From September 1985 to July 1990, Mr.
Handley held various legal positions with affiliates of Waste Management. Prior
to September 1985, Mr. Handley was a lawyer in private practice in Chicago,
Illinois.

J. Ronald Castell joined the Company as Senior Vice President Investor
Relations and Communications in June 1997. From August 1995 to June 1997, Mr.
Castell served as Senior Vice President Communications Strategy and Service of
Republic. Prior to joining Republic, Mr. Castell had been Executive Vice
President and a member of the Office of the President at Spelling Entertainment
Group, Inc., a Los Angeles-based subsidiary of Blockbuster Entertainment Group
("Spelling Entertainment"). In August 1991, he became Senior Vice President of
Programming and Communications for Blockbuster, and served in that capacity
until Blockbuster's merger with Viacom in September 1994. Mr. Castell joined
Blockbuster in February 1989 as Senior Vice President of Programming and
Merchandising. From October 1985 to February 1989 he was Vice President of
Marketing and Merchandising at Erol's, a chain of video and electronics stores
headquartered in Washington, D.C. Mr. Castell has also held senior executive
marketing positions with the Communications Satellite Corporation, Warner
Communications, Group W Satellite Communications, Banc One and Federated
Department Stores.

Steven M. Dauria has served as the Company's Vice President and Corporate
Controller since March 1997. Mr. Dauria served as the Company's Vice President
and Chief Financial Officer from September 1996 to March 1997. Mr. Dauria also
has served as the Vice President and Chief Financial Officer of Panthers, Inc.
since July 1996. From July 1994 to July 1996, Mr. Dauria served as Director of
Finance and Administration and Chief Financial Officer of Panthers Inc. and,
from December 1993 to July 1994, Mr. Dauria served as the Controller of both the
Panthers and the Florida Marlins, a major league baseball franchise ("MLB
Franchise"). Prior to joining the Panthers, Mr. Dauria served as the Controller
of the New York Yankees, a MLB Franchise, from November 1991 to December 1993,
and was previously associated with Time Warner, Inc. and Coopers & Lybrand, an
international public accounting firm.

Steven R. Berrard has been a director of the Company since September 1996.
Mr. Berrard has been Co-Chief Executive Officer, President and a director of
Republic since October 1996. Since March 1996, Mr. Berrard has served as Chief
Executive Officer of AutoNation Incorporated ("AutoNation"), which owns and
operates a developing national chain of used vehicle retailing megastores, and
which was acquired by Republic in January 1997. From September 1994 through
March 1996, Mr. Berrard served as President and Chief Executive Officer of
Blockbuster Entertainment Group. Mr. Berrard joined Blockbuster in June 1987 as
Senior Vice President, Treasurer and Chief Financial Officer and became a
director of Blockbuster in May 1989. He became Vice Chairman of the Board of
Blockbuster in November 1989 and served as Blockbuster's President and Chief
Operating Officer from January 1993 until September 1994. Mr. Berrard

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helped build Blockbuster from a 19-store chain into the world's largest video
and music retailer. In September 1994, Blockbuster merged into Viacom. In
addition, Mr. Berrard served as President and Chief Executive Officer and a
director of Spelling Entertainment from March 1993 through March 1996, and
served as a director of Viacom from September 1994 until March 1996.

Dennis J. Callaghan is a Managing Director of the Company's Resort Division
and has been a director of the Company since July 1997. From 1990 to 1997, Mr.
Callaghan was President of Callaghan & Partners, Ltd., an entity founded by Mr.
Callaghan to acquire, develop, finance, renovate and manage resorts, hotels and
residential and commercial properties in the United States and abroad. Mr.
Callaghan was an affiliate of Boca Resort and was appointed to the Company's
Board of Directors in connection with the acquisition of Boca Resort.

Michael S. Egan has been a director of the Company since April 1997. Mr.
Egan has served as Chairman of Alamo Rent-A-Car, Inc. since 1973. Mr. Egan is
also Chairman of Certified Vacations, a tour company, and The Globe, an
internet-based new media company.

Chris Evert has been a director of the Company since July 1997. Since
retiring from professional tennis in 1989, Ms. Evert has served as a sports
commentator and continued to serve as a corporate spokesperson. In March 1989,
Ms. Evert founded Chris Evert Charities, Inc. and continues to be involved in
its charitable activities. Ms. Evert is the owner and head coach of the Evert
Tennis Academy in Boca Raton, Florida.

Harris W. Hudson has been a director of the Company since September 1996.
Mr. Hudson has been a director of Republic since August 1995 and Vice-Chairman
of Republic since October 1996. From August 1995 to October 1996, Mr. Hudson
served as the President of Republic. Prior thereto, Mr. Hudson served as the
Chairman of the Board, Chief Executive Officer and President of Hudson
Management Corporation. Mr. Hudson is the brother-in-law of Mr. Huizenga.

George D. Johnson, Jr. has been a director of the Company since September
1996. Since January 1995, Mr. Johnson has served as President, Chief Executive
Officer and a director of Extended Stay. From August 1993 until January 1995,
Mr. Johnson served in various executive positions with Blockbuster Entertainment
Group and, prior to its merger with Viacom, with Blockbuster, including as
President of the Consumer Products Divisions, and also as a director of
Blockbuster. From July 1987 until August 1993, Mr. Johnson was the managing
general partner of WJB Video Limited Partnership, which became the largest
Blockbuster franchisee with over 200 video stores prior to its merger with
Blockbuster in August 1993. Mr. Johnson also serves as a director of Republic
and as a director of Duke Power Company.

Henry Latimer has been a director of the Company since August 1997. Since
1994, Mr. Latimer has been the Partner-in-Charge in the Fort Lauderdale office
of the law firm of Eckert Seamans Cherin & Mellot. From 1983 to 1994, Mr.
Latimer was a partner in the Miami office of the law firm of Fine Jacobson
Schwartz Nash & Block, where he served as Managing Partner from 1993 to 1995.
Prior to joining that firm, Mr. Latimer served as a circuit judge for the 17th
Judicial Circuit in and for Broward County, Florida.

DIRECTORS' COMPENSATION

Directors who are also employees of the Company or one of its subsidiaries
do not receive additional compensation for serving on the Board of Directors.
The Company's current policy provides that each non-employee director receive,
upon such person's initial election as a director, an option under the Stock
Option Plan to acquire, at the then fair market value, 25,000 shares of Class A
Common Stock and, subject to certain limitations, an annual option under the
Stock Option Plan to acquire, at the then fair market value, 20,000 shares of
Class A Common Stock at each annual meeting of the Company's stockholders at
which such director is re-elected or remains a director. The Stock Option Plan
provides that options granted thereunder will vest in four equal annual
installments beginning on the first anniversary of the date of grant, unless
otherwise provided by the Company's Board of Directors or the Compensation
Committee. The Company also reimburses the directors for out-of-pocket expenses
incurred in attending meetings of the Board of Directors or committees thereof,
in their capacity as directors. The Board of Directors will periodically review
and may revise the compensation policies for non-employee directors.

35
<PAGE> 37

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following tables show remuneration paid or accrued by the Company and
its subsidiaries during the fiscal years ended June 30, 1996 and June 30, 1997
to the Chief Executive Officer and to each of the most highly compensated
executive officers of the Company and its subsidiaries, other than the Chief
Executive Officer, who received salary and bonus which combined equaled greater
than $100,000 (together, the "Named Executive Officers"), for services in all
capacities while they were employees of the Company or its subsidiaries, and the
capacities in which the services were rendered.

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
---------------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING
--------------------------------- OPTIONS TO PURCHASE
OTHER ANNUAL CLASS A COMMON
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY BONUS COMPENSATION STOCK
- ------------------------------------------ ----------- -------- ------- ------------ ---------------------
<S> <C> <C> <C> <C> <C>
H. Wayne Huizenga......................... 1997 -- -- -- 100,000 shares
Chairman of the Board................... 1996 -- -- -- --
Richard H. Evans.......................... 1997 $100,000 -- $ 5,000(2) 90,000 shares
President(1)............................ 1996 -- -- -- --
Steven M. Dauria.......................... 1997 $110,000 -- $15,000(2) 23,000 shares
Vice President and Corporate Controller. 1996 $ 90,000 $10,000(3) $14,000(2) --
</TABLE>

- ---------------

(1) Mr. Evans joined the Company as its President in September 1996. As such,
Mr. Evans did not receive any compensation from the Company during the
fiscal year ended June 30, 1996.
(2) Comprised of insurance premiums paid by the Company on behalf of these
employees.
(3) Represents bonus amounts earned in the fiscal year ended June 30, 1996 and
paid in the fiscal year ended June 30, 1997.

OPTION GRANT TABLE

The following table sets forth certain information concerning grants of
stock options made during the fiscal year ended June 30, 1997.

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION
UNDERLYING EMPLOYEES FOR OPTION TERM
OPTIONS IN EXERCISE EXPIRATION ---------------------
NAME GRANTED FISCAL YEAR PRICE DATE 5% 10%
- ---- --------------- ----------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
H. Wayne Huizenga................... 100,000 shares 4.8% $10.00 11/08/06 $628,895 $1,593,742
Chairman of the Board
Richard H. Evans.................... 75,000 shares 3.6% $10.00 11/08/06 $471,671 $1,195,307
President 15,000 shares * $16.63 01/02/07 $156,831 $ 397,440
Steven M. Dauria.................... 23,000 shares 1.1% $10.00 11/08/06 $144,646 $ 366,561
Vice President and Corporate
Controller
</TABLE>

- ---------------

* Less than 1%

36
<PAGE> 38

FISCAL YEAR-END OPTION VALUE TABLE

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT JUNE 30, 1997 JUNE 30, 1997
---------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------------- ----------- -------------
<S> <C> <C> <C> <C>
H. Wayne Huizenga............................. -- 100,000 shares -- $1,425,000
Chairman of the Board
Richard H. Evans.............................. -- 90,000 shares -- $1,183,125
President
Steven M. Dauria.............................. -- 23,000 shares -- $ 327,750
Vice President and Corporate Controller
</TABLE>

STOCK OPTION PLAN

Assuming that stockholder approval of a proposed amendment to the Stock
Option Plan is obtained at the Company's 1997 Annual Meeting of Stockholders,
which is scheduled for November 17, 1997, the Company will have 5,000,000 shares
of Class A Common Stock reserved for issuance upon the exercise of stock
options. The Stock Option Plan is designed as a means to attract, retain and
motivate key employees and directors. During the fiscal year ended June 30,
1997, the Stock Option Plan was administered by the Company's Board of
Directors. However, the Compensation Committee, which was not formed until after
the end of the fiscal year ended June 30, 1997, currently administers and
interprets the Stock Option Plan.

Options are granted under the Stock Option Plan on such terms and at such
prices as determined by the Compensation Committee, except that the per share
exercise price of the options cannot be less than the fair market value of the
Class A Common Stock on the date of grant. Each option is for a term of not less
than five years or more than ten years, as determined by the Compensation
Committee. The Stock Option Plan provides that options granted thereunder will
vest in four equal annual installments beginning on the first anniversary of the
date of grant, unless otherwise provided by the Company's Board of Directors or
the Compensation Committee. However, in the event of a change of control (as
such term is defined in the Stock Option Plan), all outstanding options become
immediately exercisable. Options granted under the Stock Option Plan are not
transferable other than by will or by the laws of descent and distribution.

As of October 2, 1997, the Company has granted, net of cancellations,
options to purchase an aggregate of 2,108,773 shares of the Class A Common Stock
with exercise prices ranging from $10 per share to $27.30 per share, leaving
491,227 options available for future grants. The exercise price of each of these
outstanding options is the fair market value of the Class A Common Stock on the
date of grant.

37
<PAGE> 39

CERTAIN TRANSACTIONS

The following is a summary of certain agreements and transactions between
or among the Company and certain related parties. It is the Company's policy to
enter into transactions with related parties on terms that, on the whole, are no
less favorable than those that would be available from unaffiliated parties.
Based on the Company's experience in the business segments in which it operates
and the terms of its transactions with unaffiliated parties, it is the Company's
belief that all of the transactions described below involving the Company met
that standard at the time such transactions were effected.

In connection with the Initial Offerings, the following events occurred:
(i) Mr. Huizenga contributed to the Company (a) his 78% ownership interest in
Decoma, (b) a note representing the outstanding amount which a subsidiary of the
Company had previously borrowed from him, plus interest, (c) his ownership
interest in the Panthers, (d) his ownership interest in Arena Development
Company, Ltd. and (e) his ownership interest in Arena Operating Company, Ltd.,
in exchange for 5,275,678 shares of Common Stock, of which 5,020,678 shares were
Class A Common Stock and 255,000 shares were Class B Common Stock, and (ii) the
Company repaid $20.0 million in debt owed to Panthers Investment Venture, an
affiliate of the Company controlled by Mr. Huizenga.

In 1994, Mr. Huizenga purchased a 50% interest in the predecessor to
Leisure Management International ("LMI"), which manages the Miami Arena pursuant
to a management agreement (the "Management Agreement") with Decoma. Under the
terms of the Management Agreement, LMI received from Decoma management fees of
approximately $120,000, $109,000 and $122,000 for the fiscal years ended June
30, 1997, 1996 and 1995, respectively.

In August 1997, the Panthers entered into a contract with SportsChannel
Florida, an entity affiliated with Mr. Huizenga. Under the terms of this
contract, the Panthers granted local television broadcast and pay television
rights, on an exclusive basis, to SportsChannel Florida for all of the Panthers'
pre-season, regular season and post-season games during the six seasons
commencing with the 1997-98 season. The SportsChannel Florida contract provides
for payments to the Panthers of annual rights fees of $2.8 million for the
1997-98 season, $3.1 million for the 1998-99 season, $5.5 million for the
1999-00, 2000-01 and 2001-02 seasons and $6.0 million for the 2002-03 season.

The Company pays Huizenga Holdings a management fee equal to 1% of the
Company's gross revenue, excluding NHL generated revenues, in exchange for
services including, but not limited to, assisting the Company in executing
various administrative functions, obtaining financing, developing tax planning
strategies and formulating risk management strategies, as well as advising the
Company with respect to securities matters and future acquisitions. This
management fee totaled approximately $498,000, $293,000 and $132,000 for the
fiscal years ended June 30, 1997, 1996 and 1995, respectively.

The Company incurred charges of $94,613 during the year ended June 30, 1994
for the lease of certain private corporate aircraft owned by Huizenga Holdings.

In connection with the acquisition of Pier 66 and Bahia Mar (collectively,
the "Fort Lauderdale Resort Facilities") in March 1997, Messrs. Huizenga,
Berrard, Johnson and Rochon received 972,018, 592,877, 451,248 and 379,062
shares of the Company's Class A Common Stock, respectively, in exchange for
their ownership interests in the Fort Lauderdale Resort Facilities. Based, in
part, on a fairness opinion received from Donaldson, Lufkin & Jenrette
Securities Corporation, the Company believes that the acquisition of the Fort
Lauderdale Resort Facilities was fair to the Company's stockholders and that the
terms of the acquisition of the Fort Lauderdale Resort Facilities were as
favorable to the Company as could have been obtained from an unaffiliated party
in a comparable transaction.

38
<PAGE> 40

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Class A Common Stock (including shares which the named
individuals have the right to acquire within 60 days upon the exercise of
outstanding options or the conversion of outstanding convertible securities) as
of October 23, 1997, by (a) each person known to own beneficially more than 5%
of the Class A Common Stock, (b) each of the Company's directors, (c) each of
the Company's executive officers and (d) all directors and executive officers of
the Company as a group.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
---------------------------
SHARES PERCENT(1)
---------- -------------
<S> <C> <C>
H. Wayne Huizenga(2)........................................ 6,810,696 21.3%
450 East Las Olas Boulevard
Fort Lauderdale, Florida 33301
Huizenga Investments Limited Partnership.................... 5,158,678 16.1%
P.O. Box 50102
Henderson, Nevada 89106
Richard C. Rochon(3)........................................ 826,312 2.6%
Richard H. Evans(4)......................................... 143,750 *
William M. Pierce(5)........................................ 88,795 *
Richard L. Handley.......................................... 15,000 *
J. Ronald Castell........................................... 50,000 *
Steven M. Dauria(6)......................................... 15,750 *
Steven R. Berrard(7)........................................ 981,127 3.1%
Dennis J. Callaghan(8)...................................... 208,368 *
Chris Evert................................................. -- *
Michael S. Egan............................................. 150,200 *
Harris W. Hudson(9)......................................... 397,250 1.2%
George D. Johnson, Jr.(10).................................. 819,498 2.6%
Henry Latimer............................................... -- *
All directors and executive officers as a group (14
persons).................................................. 10,506,746 32.8%
</TABLE>

- ---------------

* Less than one percent (1%).

(1) Percentage of beneficial ownership is based on 32,036,781 shares of Common
Stock outstanding at October 23, 1997, which consists of 31,781,781 shares
of Class A Common Stock and 255,000 shares of Class B Common Stock, with
regard to Mr. Huizenga and Huizenga Investments Limited Partnership, and
31,781,781 shares of Class A Common Stock outstanding at October 23, 1997
with regard to the other directors and executive officers.

(2) 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 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 vest on November
8, 1997. Mr. Huizenga disclaims beneficial ownership of the shares owned by
his wife.
(3) 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 vest on November 8, 1997.
(4) 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 vest on November 8, 1997.
(5) 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

39
<PAGE> 41

immediate family living in the same household as Mr. Pierce and (c) 1,250
shares underlying options, which vest on November 8, 1997.
(6) 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 vest on November 8, 1997.
(7) 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 vest on November 8, 1997.
(8) 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.
(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 vest on November 8, 1997.
(10) The aggregate number of shares of Class A Common Stock beneficially owned
by Mr. Johnson consists of (a) 792,248 shares owned by GDJ, Jr. Investments
Limited Partnership, a Nevada limited partnership controlled by Mr.
Johnson, (b) 15,000 shares owned by Mr. Johnson's wife, (c) 3,000 shares
owned by the GD Johnson III ESA Trust, (d) 3,000 shares owned by the SP
Johnson ESA Trust and (e) 6,250 shares underlying options which vest on
November 8, 1997.

40
<PAGE> 42
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 17.3%
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

41
<PAGE> 43

(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
vest 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 vest 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 vest 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 vest 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 vest 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 vest 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 vest 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.

42
<PAGE> 44

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. No preferred stock is authorized.

COMMON STOCK

As of October 23, 1997, there were 31,781,781 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 execute
an agreement limiting the rights of the lenders and the Panthers (or
stockholder) under certain

43
<PAGE> 45

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.

CERTAIN PROVISIONS OF FLORIDA LAW

The directors of the Company are subject to the "general standards for
directors" provisions set forth in the Florida Business Corporation Act (the
"FBCA"). These provisions provide that in discharging his or her duties and
determining what is in the best interests of the Company, a director may
consider such factors as the director deems relevant, including the long-term
prospects and interests of the Company and its stockholders and the social,
economic, legal or other effects of any proposed action on the employees,
suppliers or customers of the Company, the community in which the Company
operates and the economy in general. Interests of other constituencies in
addition to the Company's stockholders may be considered, and directors who take
into account these other factors may make decisions which are less beneficial to
some, or a majority, of the stockholders than if the law did not permit
consideration of such other factors.

The Company has elected to opt out of the Florida Control Share Act and the
Florida Affiliated Transactions Act. The Florida Control Share Act generally
provides that shares acquired in a "control share acquisition" will not possess
any voting rights unless such voting rights are approved by a majority of the
corporation's disinterested stockholders. A "control share acquisition" is an
acquisition, directly or indirectly, by any person of ownership of, or the power
to direct the exercise of voting power with respect to, issued and outstanding
"control shares" of a publicly held Florida corporation. "Control shares" are
shares, which, except for the Florida Control Share Act, would have voting power
that, when added to all other shares owned by a person or in respect to which
such person may exercise or direct the exercise of voting power, would entitle
such person, immediately after acquisition of such shares, directly or
indirectly, alone or as a part of a group, to exercise or direct the exercise of
voting power in the election of directors within any of the following ranges:
(i) at least 20% but less than 33% of all voting power, (ii) at least 33% but
less than a majority of all voting power, or (iii) a majority or more of all
voting power. The Florida Affiliated Transactions Act generally requires
supermajority approval by disinterested stockholders of certain specified
transactions between a public corporation and holders of more than 10% of the
outstanding voting shares of the corporation (or their affiliates).

LIMITED LIABILITY AND INDEMNIFICATION

Under the FBCA, a director is not personally liable for monetary damages to
the corporation or any other person for any statement, vote, decision, or
failure to act unless (i) the director breached or failed to perform his duties
as a director and (ii) the director's breach of, or failure to perform, those
duties constitutes: (A) a violation of the criminal law, unless the director had
reasonable cause to believe his conduct was lawful or had no reasonable cause to
believe his conduct was unlawful, (B) a transaction from which the director
derived an improper personal benefit either directly or indirectly, (C) a
circumstance under which an unlawful distribution is made, (D) in a proceeding
by or in the right of the corporation to procure a judgment in its favor or by
or in the right of a stockholder, conscious disregard for the best interest of
the corporation or willful misconduct, or (E) in a proceeding by or in the right
of someone other than the corporation or stockholder, recklessness or an act or
omission which was committed in bad faith or with malicious purpose or in a
manner exhibiting wanton and willful disregard of human rights, safety or
property. A corporation may purchase and

44
<PAGE> 46

maintain insurance on behalf of any director or officer against any liability
asserted against him and incurred by him in his capacity or acting out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability under the FBCA.

The Articles of Incorporation and Bylaws of the Company provide that the
Company shall, to the fullest extent permitted by applicable law, as amended
from time to time, indemnify all directors of the Company, as well as any
officers or employees of the Company to whom the Company has agreed to grant
indemnification.

45
<PAGE> 47

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 nine 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.

46
<PAGE> 48

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
appearing elsewhere in this Prospectus and registration statement have been
audited by Arthur Andersen LLP, independent certified public accountants, as
indicated in their reports with respect thereto, and are included herein 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 included in this Prospectus and in the registration statement in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, appearing elsewhere herein, 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 included in this
Prospectus and registration statement have been so included 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 appearing in this Prospectus and the registration statement have been
audited by Ernst & Young LLP, independent certified public accountants, as set
forth in their report thereon appearing elsewhere herein, and are given upon the
authority of such firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

This Prospectus constitutes a part of a Registration Statement filed by the
Company with the Securities and Exchange Commission (the "Commission") under the
Securities Act with respect to the Class A Common Stock offered hereby. This
Prospectus omits certain of the information contained in the Registration
Statement, and reference is hereby made to the Registration Statement and
related exhibits and schedules for further information with respect to the
Company and the Class A Common Stock offered hereby. Any statements contained
herein concerning the provisions of any document are not necessarily complete,
and in each such instance reference is made to the copy of such document filed
as an exhibit to the Registration Statement. Each such statement is qualified in
its entirety by such reference. The Registration Statement and the exhibits and
schedules forming a part thereof can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, DC 20549, and should also be available for
inspection and copying at the following regional offices of the Commission: 7
World Trade Center, 14th Floor, New York, New York 10048; and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of
such material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, DC 20549, at prescribed rates.
The Commission maintains a Web Site (http://www.sec.gov.) that contains reports,
proxy statements and other information filed by the Company.

47
<PAGE> 49

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
THE REGISTRANT
FLORIDA PANTHERS HOLDINGS, INC.
Report of Independent Certified Public Accountants........ F-3
Consolidated Balance Sheets as of June 30, 1997 and
1996................................................... F-4
Consolidated Statements of Operations for the years ended
June 30, 1997, 1996 and 1995........................... F-5
Consolidated Statements of Shareholders' Equity (Deficit)
for the years ended June 30, 1997, 1996 and 1995....... F-6
Consolidated Statements of Cash Flows for the years ended
June 30, 1997, 1996 and 1995........................... F-7
Notes to Consolidated Financial Statements................ F-8
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Introduction to Unaudited Pro Forma Consolidated Financial
Statements............................................. F-22
Unaudited Pro Forma Consolidated Balance Sheet as of June
30, 1997............................................... F-24
Unaudited Pro Forma Consolidated Statement of Operations
for the Year Ended June 30, 1997....................... F-25
Notes to Unaudited Pro Forma Consolidated Financial
Statements............................................. F-26

BUSINESSES ACQUIRED
2301 SE 17TH ST., LTD. ("PIER 66")
Reports of Independent Certified Public Accountants....... F-28
Balance Sheets as of December 31, 1996 and 1995........... F-30
Statements of Operations for the years ended December 31,
1996, 1995 and 1994.................................... F-31
Statements of Partners' Equity for the years ended
December 31, 1996, 1995 and 1994....................... F-32
Statements of Cash Flows for the years ended December 31,
1996, 1995 and 1994.................................... F-33
Notes to Financial Statements............................. F-34

RAHN BAHIA MAR, LTD. ("BAHIA MAR")
Report of Independent Certified Public Accountants........ F-40
Balance Sheets as of December 31, 1996 and 1995........... F-41
Statements of Operations for the years ended December 31,
1996 and 1995 and for the Period from Inception (June
28, 1994) to December 31, 1994......................... F-42
Statements of Partners' Equity for the years ended
December 31, 1996 and 1995 and for the Period from
Inception (June 28, 1994) to December 31, 1994......... F-43
Statements of Cash Flows for the years ended December 31,
1996 and 1995 and for the Period from Inception (June
28, 1994) to December 31, 1994......................... F-44
Notes to Financial Statements............................. F-45

CORAL SPRINGS ICE, LTD. ("INCREDIBLE ICE")
Report of Independent Certified Public Accountants........ F-49
Balance Sheet as of December 31, 1996..................... F-50
Statement of Operations for the Period from Inception
(February 26, 1996) to December 31, 1996............... F-51
Statement of Partners' Equity (Deficit) for the Period
from Inception (February 26, 1996) to
December 31, 1996...................................... F-52
Statement of Cash Flows for the Period from Inception
(February 26, 1996) to
December 31, 1996...................................... F-53
Notes to Financial Statements............................. F-54
</TABLE>

F-1
<PAGE> 50

<TABLE>
<S> <C>
BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP ("BOCA RESORT")
Reports of Independent Certified Public Accountants...................................................... F-56
Balance Sheets as of December 31, 1996 and 1995.......................................................... F-58
Statements of Operations for the years ended December 31, 1996, 1995 and 1994............................ F-59
Statements of Changes in Partners' Deficit for the years ended December 31, 1996, 1995 and 1994.......... F-60
Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994............................ F-61
Notes to Financial Statements............................................................................ F-62
LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES ("REGISTRY RESORT")
Report of Independent Certified Public Accountants....................................................... F-74
Consolidated Balance Sheet as of December 31, 1996....................................................... F-75
Consolidated Statement of Operations for the Year Ended December 31, 1996................................ F-76
Consolidated Statement of Changes in Partners' Capital for the Year Ended December 31, 1996.............. F-77
Consolidated Statement of Cash Flows for the Year Ended December 31, 1996................................ F-78
Notes to Consolidated Financial Statements............................................................... F-79
LEHILL PARTNERS, L.P. AND CONSOLIDATED ENTITIES ("REGISTRY RESORT") -- UNAUDITED INTERIM FINANCIAL
STATEMENTS
Consolidated Balance Sheet as of June 30, 1997........................................................... F-82
Consolidated Statements of Operations for the Six Months Ended June 30, 1997 and 1996.................... F-83
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 1997 and 1996.................... F-84
Notes to Consolidated Financial Statements............................................................... F-85
</TABLE>

F-2
<PAGE> 51

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors of
Florida Panthers Holdings, Inc.:

We have audited the accompanying consolidated balance sheets of Florida
Panthers Holdings, Inc. (a Florida corporation) and subsidiaries as of June 30,
1997 and 1996, and the related statements of operations, shareholders' equity
and cash flows for each of the three years in the period ended June 30, 1997.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Florida Panthers Holdings,
Inc. and subsidiaries as of June 30, 1997 and 1996, and the results of their
operations and their cash flows for each of the three years in the period ended
June 30, 1997 in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
August 15, 1997.

F-3
<PAGE> 52

FLORIDA PANTHERS HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30,
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 13,709 $ 465
Restricted cash........................................... 30,110 --
Accounts receivable....................................... 13,087 3,119
Inventory................................................. 5,763 --
Current portion of Premier Club notes receivable.......... 3,778 --
Other current assets...................................... 4,143 172
-------- --------
Total current assets.............................. 70,590 3,756
PROPERTY AND EQUIPMENT, NET................................. 475,391 972
INTANGIBLE ASSETS, NET...................................... 40,987 37,882
PREMIER CLUB NOTES RECEIVABLE, NET OF CURRENT PORTION....... 8,240 --
OTHER ASSETS................................................ 5,184 5,150
-------- --------
Total assets...................................... $600,392 $ 47,760
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses..................... $ 34,590 $ 2,313
Deferred revenue.......................................... 10,015 988
Note payable to related party............................. -- 40,172
Related party debt........................................ -- 20,000
Other current liabilities................................. 3,631 4,313
-------- --------
Total current liabilities......................... 48,236 67,786
LONG-TERM DEBT.............................................. 186,056 25,000
PREMIER CLUB MEMBERSHIP FEES................................ 63,499 --
OTHER NON-CURRENT LIABILITIES............................... 1,448 3,277
COMMITMENTS AND CONTINGENCIES (NOTE 8)
SHAREHOLDERS' EQUITY (DEFICIT):
Class A Common Stock, $.01 par value, 100,000,000 shares
authorized and 27,929,570 and 871,000 shares issued and
outstanding at June 30, 1997 and 1996, respectively.... 279 9
Class B Common Stock, $.01 par value, 10,000,000 shares
authorized and 255,000 shares issued and outstanding at
June 30, 1997.......................................... 3 --
Contributed capital (deficiency).......................... 304,095 (48,312)
Accumulated deficit....................................... (3,224) --
-------- --------
Total shareholders' equity (deficit).............. 301,153 (48,303)
-------- --------
Total liabilities and shareholders' equity
(deficit)........................................ $600,392 $ 47,760
======== ========
</TABLE>

The accompanying notes are an integral part of these statements.

F-4
<PAGE> 53

FLORIDA PANTHERS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30,
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
REVENUE:
Leisure and recreation............................... $ 17,567 $ -- $ --
Entertainment and sports............................. 36,695 34,087 17,746
-------- -------- --------
Total revenue................................ 54,262 34,087 17,746

OPERATING EXPENSES:
Cost of leisure and recreation services.............. 6,658 -- --
Cost of entertainment and sports services............ 35,135 35,958 17,210
Selling, general and administrative.................. 15,150 8,371 5,569
Amortization and depreciation........................ 5,698 9,815 6,266
-------- -------- --------
Total operating expenses..................... 62,641 54,144 29,045
-------- -------- --------
OPERATING LOSS......................................... (8,379) (20,057) (11,299)
INTEREST AND OTHER INCOME.............................. 1,923 122 38
INTEREST EXPENSE AND MINORITY INTEREST................. (3,804) (5,204) (4,125)
-------- -------- --------
NET LOSS............................................... $(10,260) $(25,139) $(15,386)
======== ======== ========
PRIMARY AND FULLY DILUTED LOSS PER COMMON AND COMMON
EQUIVALENT SHARE..................................... $ (.74) $ (4.76) $ (2.96)
======== ======== ========
WEIGHTED AVERAGE SHARES OUTSTANDING.................... 13,829 5,276 5,203
======== ======== ========
</TABLE>

The accompanying notes are an integral part of these statements.

F-5
<PAGE> 54

FLORIDA PANTHERS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS)

<TABLE>
<CAPTION>
CLASS A CLASS B
COMMON STOCK COMMON STOCK
--------------- --------------- TOTAL
NUMBER NUMBER CONTRIBUTED SHAREHOLDERS'
OF OF CAPITAL ACCUMULATED EQUITY
SHARES AMOUNT SHARES AMOUNT (DEFICIT) DEFICIT (DEFICIT)
------ ------ ------ ------ ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, JUNE 30, 1994....... -- $ -- -- $ -- $ (13,862) $ -- $ (13,862)
Acquisition of Decoma
Entities................ 871 9 -- -- 8,193 -- 8,202
Net loss................... -- -- -- -- (15,386) -- (15,386)
Dividends -- Decoma
Entities................ -- -- -- -- (1,302) -- (1,302)
------ ---- --- ---- --------- --------- ---------
BALANCE, JUNE 30, 1995....... 871 9 -- -- (22,357) -- (22,348)
Net loss................... -- -- -- -- (25,139) -- (25,139)
Dividends -- Decoma
Entities................ -- -- -- -- (816) -- (816)
------ ---- --- ---- --------- --------- ---------
BALANCE, JUNE 30, 1996....... 871 9 -- -- (48,312) -- (48,303)
Recapitalization........... 4,150 41 255 3 40,919 -- 40,963
Sales of common stock...... 9,760 98 -- -- 131,780 -- 131,878
Stock issued in
acquisitions............ 13,149 131 -- -- 186,884 -- 187,015
Net loss................... -- -- -- -- (7,036) (3,224) (10,260)
Dividends -- Decoma
Entities................ -- -- -- -- (140) -- (140)
------ ---- --- ---- --------- --------- ---------
BALANCE, JUNE 30, 1997....... 27,930 $279 255 $ 3 $ 304,095 $ (3,224) $ 301,153
====== ==== === ==== ========= ========= =========
</TABLE>

The accompanying notes are an integral part of these statements.

F-6
<PAGE> 55

FLORIDA PANTHERS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30,
(IN THOUSANDS)

<TABLE>
<CAPTION>
1997 1996 1995
--------- -------- --------
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss.................................................. $ (10,260) $(25,139) $(15,386)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Amortization and depreciation.......................... 5,698 9,815 6,266
Deferred compensation.................................. 100 1,334 363
Minority interest...................................... 440 174 384
Changes in operating assets and liabilities (excluding the
effects of business acquisitions):
Accounts receivable.................................... 1,876 (1,195) 440
Other current assets................................... (512) (3,425) (604)
Accounts payable and accrued expenses.................. 2,205 938 448
Deferred revenue and other liabilities................. 3,323 138 (705)
--------- -------- --------
Net cash provided by (used in) operating
activities...................................... 2,870 (17,360) (8,794)
--------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired in business acquisitions.................... 2,055 -- --
Cash used in business acquisitions........................ (1,076) -- --
Capital expenditures...................................... (1,494) (140) (161)
--------- -------- --------
Net cash used in investing activities............. (515) (140) (161)
--------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock................ 131,878 -- --
Payments of related party debt............................ (20,000) -- --
Payments of note payable to related party................. (340) (3,500) (7,200)
Increase to note payable to related party................. -- 19,040 16,786
Increase to interest payable to related party............. 1,131 2,406 947
Proceeds from revolving credit line....................... 35,000 -- --
Payment of long-term debt................................. (135,915) -- --
Payment of dividends -- Decoma Entities................... (140) (816) (1,302)
Distribution to minority interests -- Decoma Entities..... (725) (402) (486)
--------- -------- --------
Net cash provided by financing activities......... 10,889 16,728 8,745
--------- -------- --------
Increase (decrease) in cash and cash
equivalents..................................... 13,244 (772) (210)
CASH AND CASH EQUIVALENTS, at beginning of period........... 465 1,237 1,447
--------- -------- --------
CASH AND CASH EQUIVALENTS, at end of period................. $ 13,709 $ 465 $ 1,237
========= ======== ========
</TABLE>

The accompanying notes are an integral part of these statements.

F-7
<PAGE> 56

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997

(1) ORGANIZATIONAL STRUCTURE

GENERAL

Florida Panthers Holdings, Inc. (the "Company") currently conducts
substantially all of its business through its subsidiaries, which include
Panthers BRHC Limited ("Boca Resort"), 2301 SE 17th St. Ltd. ("Pier 66") and
Rahn Bahia, Ltd. ("Bahia Mar"), each a limited partnership formed for the
purpose of owning and operating the Boca Raton Resort and Club, the Hyatt
Regency Pier 66 Hotel and the Radisson Bahia Mar Resort and Yachting Center,
respectively, as well as the Florida Panthers Hockey Club, Ltd. ("Panthers", or
the "Club"), a professional hockey team of the National Hockey League (the
"NHL"), Arena Development Company, Ltd., ("Arena Development"), a limited
partnership formed for the purpose of developing a new multi-purpose sports and
entertainment center in Broward County, Florida (the "Broward County Arena" or
the "Facility"), Arena Operating Company ("Arena Operator"), a limited
partnership formed for the purpose of managing and operating the Broward County
Arena, and Florida Panthers Ice Ventures, Inc. ("FPIVI"), a corporation formed
for the purpose of developing ice rink facilities. In addition, the Company owns
approximately 78% of the partnership interests in Decoma Miami Associates, Ltd.
("Decoma"), a Florida limited partnership, which operates the Miami Arena in
which the Panthers currently play. Unless the context otherwise requires, all
references herein to the Company shall mean Florida Panthers Holdings, Inc. and
its subsidiaries collectively.

INITIAL OFFERINGS AND REORGANIZATION

In November 1996, the Company sold a total of 7.3 million shares of Class A
Common Stock, par value $.01 per share (the "Class A Common Stock"), of which
2.7 million were sold to the public in an initial public offering (the "IPO")
and 4.6 million shares were sold in a concurrent offering directly to certain
investors at a price equal to the IPO price per share less underwriting
discounts and commissions but including the placement agent fee (collectively,
the "Initial Offerings"), resulting in net proceeds of approximately $66.3
million. The Company began trading shares of Class A Common Stock on the NASDAQ
National Market in November 1996 (symbol "PUCK") and as of July 1997 has moved
trading to the New York Stock Exchange (symbol "PAW").

Prior to the completion of the Initial Offerings, and pursuant to an
exchange agreement, the Company acquired from H. Wayne Huizenga, the Company's
Chairman, all of the partnership interests in Florida Panthers Hockey Club, Ltd.
("Panthers Ltd.") in exchange for 4,149,710 shares of its Class A Common Stock
and 255,000 shares of its Class B common stock, par value $.01 per share (the
"Class B Common Stock"). This transaction is referred to as the
Recapitalization. Additionally, the Company acquired all of the outstanding
stock of Decoma Investment, Inc. I (formerly BIL Development, Inc.) and Decoma
Investment, Inc. II (formerly Linbeck Miami Corporation), and, in turn,
approximately 78% of the partnership interests in Decoma Miami Associates Ltd.,
a Florida limited partnership ("DMAL"), in exchange for 870,968 shares of its
Class A Common Stock. Collectively, these transactions are referred to as the
Reorganization.

PRIVATE PLACEMENT

In January 1997, the Company issued and sold 2,460,000 shares of Class A
Common Stock in a private equity placement transaction (the "Private Placement")
at a price of $27.75 per share. The Private Placement resulted in net proceeds
to the Company after fees and expenses of approximately $65.6 million.

F-8
<PAGE> 57

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying Consolidated Financial Statements include the accounts of
the Company and its majority owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated. Certain prior year amounts in
the accompanying financial statements have been reclassified to conform with the
current year presentation.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

As of June 30, 1997 and 1996, the carrying amount of cash and cash
equivalents, restricted cash, accounts receivable, Premier Club notes
receivable, note payable to related party, related party debt, deferred revenue,
accounts payable and accrued expenses, Premier Club membership fees and
long-term debt reflected in the financial statements approximates their fair
values.

CASH AND CASH EQUIVALENTS/RESTRICTED CASH

Cash and cash equivalents consist primarily of cash in banks and
highly-liquid investments with original maturities of 90 days or less.
Restricted cash consists principally of escrow accounts restricted as to use and
maintained in accordance with the terms of the First Mortgage Notes in place at
the Boca Resort. (See Note 5.)

Concentration of credit risk and market risk associated with cash, cash
equivalents and restricted cash are considered low due to the credit quality of
the issuers of the financial instruments held by the Company and due to their
short duration to maturity.

ACCOUNTS RECEIVABLE

Accounts receivable are primarily from major credit card companies and
other large corporations. The Company performs ongoing credit evaluations of its
significant customers and generally does not require collateral or a significant
reserve for uncollectible balances.

SUPPLEMENTAL CASH FLOW INFORMATION

Interest paid during the year ended June 30, 1997, 1996 and 1995 was $1.2
million, $3.8 million and $3.5 million, respectively. In addition, during the
year ended June 30, 1997, in conjunction with the Initial Offerings and the
Reorganization of the Company, note payable to related party of approximately
$41.0 million was exchanged for 4,149,710 shares of Class A common stock, par
value $.01 per share, and 255,000 shares of Class B common stock, par value $.01
per share of the Company. The Company also issued 13,148,892 shares of Class A
common stock in connection with acquisitions.

INVENTORY

Inventory consisting primarily of food, beverage, marina fuel, retail
merchandise and operating supplies are determined using the first-in, first-out
method and are stated at the lower of cost or market.

F-9
<PAGE> 58

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Depreciation has been computed
using the straight-line method over the following estimated useful lives:

<TABLE>
<CAPTION>
YEARS
-----
<S> <C>
Building and improvements................................... 40
Land improvements........................................... 15
Leasehold improvements...................................... 5-20
Furniture, fixtures and equipment........................... 5-7
</TABLE>

INTANGIBLE ASSETS

The components of unamortized intangible assets as of June 30 were as
follows (in 000's):

<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Franchise cost.............................................. $21,881 $22,489
Player contract acquisition costs........................... 3,916 6,507
Investment in Miami Arena Contract ("MAC").................. 8,516 8,886
Goodwill.................................................... 6,674 --
------- -------
$40,987 $37,882
======= =======
</TABLE>

The Club paid a $50.0 million franchise fee to the NHL when joining the
League, of which approximately $25.7 million was allocated to the contracts of
players selected in the 1993 expansion draft. The allocation was based upon an
independent appraisal of the fair value of the player contracts and is being
amortized on a straight-line basis over the estimated useful lives of the
contracts of approximately six years. The remaining portion of the franchise fee
is being amortized on a straight-line basis over 40 years.

The Miami Arena is owned by the Miami Sports and Exhibition Authority
("MSEA"), an agency of the City of Miami. Under the terms of the Miami Arena
Contract ("MAC") between MSEA and DMAL, DMAL operates the Arena. The MAC is
scheduled to expire on July 8, 2020. Amounts invested in the MAC are being
amortized using the straight-line method over the remaining term of the MAC.

Goodwill represents the amount of excess purchase price over the fair
market value of net assets received in the Company's acquisitions and is being
amortized on a straight-line basis over 40 years.

ACCOUNTING FOR IMPAIRMENT OF LONG-LIVED ASSETS

The Company continually evaluates whether events and circumstances have
occurred that indicate that the remaining estimated useful life of long-lived
assets may warrant revision, or that long-lived asset balances may not be
recoverable. If factors indicate that long-lived assets have been impaired, the
Company uses an estimate of the remaining value of the long-lived assets in
measuring recoverability. Unrecoverable amounts are charged to operations in the
applicable period.

NOTE PAYABLE TO RELATED PARTY

Note payable to related party represents a short-term borrowing of cash
required for working capital from the Company's Chairman. Interest on these
borrowings was at prime (8.25% at June 30, 1996) and was repaid with the
Company's Common Stock as part of the Recapitalization. (See Note 1.)

F-10
<PAGE> 59

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

REVENUE RECOGNITION

Revenue associated with room rentals, food and beverage sales and other
recreational amenity use at the Company's Resort Facilities is recognized when
services are rendered. Boca Resort's club membership revenue (derived from
annual dues based on the number and type of facilities the member uses) is
recognized ratably over the membership year commencing October 1. The
unrecognized portion of the membership revenue is recorded as deferred revenue.

Revenue from tickets, television and radio broadcasting, advertising and
promotions associated with the Panthers are generally recorded at the time the
game to which such proceeds relate is played. Advance ticket sales and receipts
on television and radio broadcasting are recorded as deferred revenue.

PLAYER CONTRACT COSTS

Player salaries are recorded on a per game basis during the regular season.
Player signing bonuses are amortized over the life of the player contract. The
Company accounts for trades of player contracts as like-kind exchanges, whereby
the recorded basis of the contract of the acquired player(s) is equal to the net
book value of the contract of the traded player(s) plus or minus any cash
consideration.

Employment contracts with certain players require future compensation under
certain circumstances. Generally, these contracts are executory in nature;
accordingly, related payments are charged to operations over the contract
playing seasons.

The Company has obtained disability insurance policies for several of its
players under multi-year contracts. Benefits would become payable after thirty
consecutive games were missed by the insured player. The policies provide for
payment of a portion of the player's salary for the remaining term of the
contract or until the player can resume playing.

INCOME TAXES

The Company, as of the date of its incorporation, adopted the provisions of
SFAS No. 109, "Accounting for Income Taxes". SFAS No. 109 requires, among other
things, recognition of future tax benefits measured at enacted rates
attributable to the deductible temporary differences between the financial
statement and income tax bases of assets and liabilities and net operating loss
carryforwards to the extent that the realization of said benefits is "more
likely than not".

STOCK-BASED COMPENSATION

Under the provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation", companies can either measure the compensation cost of equity
instruments issued under employee compensation plans using a fair value based
method, or can continue to recognize compensation cost using the intrinsic value
method under the provisions of Accounting Principles Board Opinion ("APB") No.
25. The Company intends to recognize the appropriate compensation costs, where
appropriate, under the provisions of APB No. 25, and has provided the expanded
disclosure required for the year ending June 30, 1997. (See Note 7.)

EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE

Earnings (loss) per common and common equivalent share are based on the
combined weighted average number of common shares and common share equivalents
outstanding which include, where appropriate, the assumed exercise or conversion
of options. In computing earnings (loss) per common and common equivalent share,
the Company utilizes the modified treasury stock method.

In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share" ("SFAS
No. 128"). SFAS No. 128 supersedes Accounting Principles Board Opinion No. 15,
"Earnings Per Share", and specifies the

F-11
<PAGE> 60

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

computation, presentation and disclosure requirements for earnings or loss per
share ("EPS"). The provisions of SFAS No. 128 are effective for financial
statements for both interim and annual periods ending after December 15, 1997.
The Company's management believes the adoption of SFAS No. 128 will not have a
material impact on the Company's EPS calculations.

(3) BUSINESS COMBINATIONS

COMPLETED ACQUISITIONS

Prior to the completion of the Initial Offerings, all of the partnership
interests of the Decoma Entities were acquired by the Company, from the
Company's Chairman, in exchange for a total of 870,968 shares of its Class A
common stock. As this transaction was among entities under common control, it
has been accounted for on an historical cost basis in a manner similar to a
pooling of interests as of August 6, 1994, the date of their acquisition by the
Company's Chairman, and the Consolidated Financial Statements have been restated
accordingly.

Businesses acquired through June 30, 1997 and accounted for under the
purchase method of accounting are included in the financial statements from the
date of acquisition and are discussed below.

In June 1997, the Company acquired substantially all of the net assets of
Boca Resort in exchange for 272,303 shares of Class A Common Stock, rights to
acquire approximately 4,242,586 shares of Class A Common Stock and warrants to
purchase 869,810 shares of Class A Common Stock.

In May 1997, the Company acquired the rights to operate the Gold Coast Ice
Arena ("Gold Coast") in exchange for 34,760 shares of Class A Common Stock. Gold
Coast is the current practice home of the Florida Panthers Hockey Club and
provides open skating, ice hockey leagues and other programs to the public.

In March 1997, the Company acquired all of the ownership interests,
comprised of capital stock and partnership interests, of each of the entities
which own, directly or indirectly, all of the general and limited partnership
interests in the Bahia Mar in exchange for 3,950,000 shares of Class A Common
Stock.

In March 1997, the Company acquired all of the ownership interests,
comprised of capital stock and partnership interests, of each of the entities
which own, directly or indirectly, all of the general and limited partnership
interests in the Pier 66 in exchange for 4,450,000 shares of Class A Common
Stock.

In January 1997, the Company acquired certain assets relating to the
business of a twin-pad ice facility ("Incredible Ice") in exchange for $1.0
million in cash, 212,766 shares of the Company's Class A Common Stock and the
assumption by the Company of a maximum of approximately $8.1 million in
construction-related obligations, of which approximately $6.7 million was repaid
upon consummation of the acquisition.

The Company's unaudited pro forma consolidated results of operations
assuming the above acquisitions had been consummated as of June 30 are as
follows for the years indicated (in 000's, except per share amounts):

<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Revenue..................................................... $201,093 $186,542
Operating income (loss)..................................... $ 14,543 $ (561)
Net loss.................................................... $ (6,475) $(24,979)
Proforma fully diluted loss per common and common equivalent
share..................................................... $ (.27) $ (1.36)
</TABLE>

F-12
<PAGE> 61

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The preliminary purchase price allocation for business combinations
accounted for under the purchase method of accounting during the year ended June
30, 1997 is as follows (in 000's):

<TABLE>
<S> <C>
Cash acquired in business acquisitions...................... $ 2,055
Property and equipment...................................... 474,577
Other assets................................................ 9,152
Intangible assets........................................... 6,743
Working capital surplus, excluding cash..................... 21,034
Debt assumed................................................ (261,971)
Other non-current liabilities assumed ...................... (63,499)
Common stock issued......................................... (187,015)
---------
Cash used in business acquisition........................... $ 1,076
=========
</TABLE>

SUBSEQUENT ACQUISITION

On August 13, 1997, the Company acquired approximately 68% of the ownership
interests in the Registry Resort at Pelican Bay in Naples, Florida (the
"Registry Resort") for 918,174 shares of Class A Common Stock and approximately
$75.5 million in cash. The Registry Resort provides rooms, conference
facilities, restaurants, retail outlets and other recreational facilities. This
acquisition will be accounted for under the purchase method of accounting.

PENDING ACQUISITION (UNAUDITED)

On September 8, 1997, the Company entered into a definitive agreement to
acquire the Rolling Hills Golf Course in Davie, Florida for approximately $8.0
million in cash. The consummation of the transaction is subject to customary
conditions and will be recorded under the purchase method of accounting.

(4) PROPERTY AND EQUIPMENT

A summary of property and equipment at June 30 is as follows (in 000's):

<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Land and land improvements.................................. $134,815 $ --
Buildings and improvements.................................. 297,061 792
Furniture, fixtures and equipment........................... 30,556 932
Construction in progress.................................... 15,517 --
-------- --------
477,949 1,724
Less: accumulated depreciation and amortization............. (2,558) (752)
-------- --------
$475,391 $ 972
======== ========
</TABLE>

Depreciation expense included in the consolidated statements of operations
was approximately $1.9 million, $280,000 and $260,000 for the years ended June
30, 1997, 1996 and 1995, respectively.

F-13
<PAGE> 62

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(5) LONG-TERM DEBT

Long-term debt at June 30 is as follows (in 000's):

<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Mortgage notes, collateralized by substantially all Pier 66
property and equipment, varying interest rate (8.8% at
June 30, 1997), due June 28, 2000......................... $ 25,951 $ --
Note payable to bank, collateralized by substantially all
Bahia Mar property and equipment, varying interest rate
(7.2% at June 30, 1997), due June 30, 1999................ 15,105 --
Senior note payable to bank, secured by a first mortgage and
lien on all Boca Resort assets, varying interest rate
(7.9% at June 30, 1997), due on August 22, 2001........... 110,000 --
Revolving credit facility with bank, collateralized by all
assets of the Florida Panthers Hockey Club, varying
interest rate (7.2% at June 30, 1997), due on June 26,
2000...................................................... 35,000 --
Note payable to bank, collateralized by all assets of
Florida Panthers Hockey Club and fully guaranteed by the
Company's Chairman, varying interest rate, repaid with net
proceeds from the Initial Offerings....................... -- 25,000
Note payable with affiliate to bank, fully guaranteed by the
Company's Chairman, varying interest rate................. -- 20,000
-------- --------
Total debt outstanding...................................... 186,056 45,000
Less: current portion....................................... -- (20,000)
-------- --------
$186,056 $ 25,000
======== ========
</TABLE>

The Company's loan agreements require the maintenance of customary capital
expenditure reserve funds for the replacement of capital assets. The Company was
in compliance with these note requirements at June 30, 1997. The senior note
payable requires the Company to deposit excess operating cash into reserve
accounts which are accumulated and restricted to support future debt service,
facility expansion, fixed asset replacement and real estate tax payments. The
note contains significant restrictions with respect to incurrence of other debt.
In compliance with the agreement, the Company maintained $30.1 million in
restricted cash at June 30, 1997.

(6) PREMIER CLUB MEMBERSHIP FEES

The Premier Club program at the Boca Resort requires an initial membership
fee and annual dues based on the number and type of facilities the member uses.

Under the terms of the Premier Club program, current applications for
membership require a fee of $35,000. As of June 30, 1997, Boca Resort has
recorded membership fees of approximately $63.5 million of which approximately
$51.5 million has been received. As of June 30, 1997, membership notes
receivable bear

F-14
<PAGE> 63

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

interest at an average of 2.2% per annum with rates ranging from 0-9%. Based on
the terms of the agreements, the membership notes will be collected as follows
(in 000's):

<TABLE>
<S> <C>
1998........................................................ $ 3,778
1999........................................................ 3,597
2000........................................................ 2,489
2001........................................................ 1,209
Thereafter.................................................. 945
-------
$12,018
=======
</TABLE>

If any member paying over time suspends payments, amounts paid to date will
be forfeited and recognized as income. Fully paid fees are refundable upon the
death of a member or a member's spouse and upon the expiration of the 30-year
membership term (subject to renewal at the member's option). The fee is also
refundable upon a member's resignation from the Premier Club, but only out of
the proceeds of the membership fee of the fifth new member to join the Premier
Club following refund of all previously resigned members' fees. Total Premium
Club membership fees of approximately $63.5 million at June 30, 1997, have been
reflected as a non-current liability on the Company's Consolidated Balance
Sheets.

(7) STOCK OPTIONS

The Company has a stock option plan under which shares of common stock may
be granted to key employees and directors of the Company. Options granted under
the plan are non-qualified and are granted at a price equal to the fair market
value of the common stock at the date of grant. Generally, options granted will
have a term of ten years from the date of grant, and will vest in increments of
25% per year over a four year period on the yearly anniversary of the grant
date.

A summary of stock option transactions for the year ended June 30, 1997 is
as follows:

<TABLE>
<CAPTION>
WEIGHTED AVERAGE
SHARES EXERCISE PRICE
--------- ----------------
<S> <C> <C>
Options outstanding at beginning of year................... -- --
Granted.................................................... 2,067,397 $17.85
Exercised.................................................. -- --
Cancelled.................................................. (21,605) $10.00
---------
Options outstanding at end of year......................... 2,045,792 $17.93
=========
Options exercisable at end of year......................... -- --
Options available for future grants........................ 554,208
</TABLE>

The range of exercise prices for the options outstanding at June 30, 1997
was $10.00 to $27.30.

The Company applies APB Opinion No. 25, "Accounting for Stock Issued to
Employees" in accounting for stock-based employee compensation arrangements
whereby no compensation cost related to stock options is deducted in determining
net income (loss) for options granted with exercise prices equal to market price
at the date of grant. Had compensation cost for the Company's stock option plans
been determined pursuant to

F-15
<PAGE> 64

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

SFAS No. 123, "Accounting for Stock-Based Compensation", the Company's pro forma
unaudited net loss and net loss per share, for the year ended June 30, 1997,
would have increased as follows:

<TABLE>
<S> <C>
Pro forma net loss......................................... $(11,271,000)
Pro forma net loss per share............................... $ (.82)
Pro forma weighted average fair value of options granted... $ 8.74
Risk free interest rate.................................... 6.35%
Expected lives............................................. 5-7 years
Expected volatility........................................ 42%
</TABLE>

(8) COMMITMENTS AND CONTINGENCIES

LEASES

The Club is a party to a license agreement with Leisure Management
International ("LMI") for the use of the Miami Arena for its home games. In May
1996, the term of the license was extended to July 31, 1998, with two one-year
options for the 1998-99 season and the 1999-2000 season.

The terms of the license agreement and the related agreements provide for
the Club to pay minimum rent of $9,000 per home game, a seat use charge of $.75
per ticket sold and 7.5% of gross ticket sales proceeds over $200,000 per season
plus utilities, staffing and other operating expenses. For the years ended June
30, 1997, 1996 and 1995, rent expense pertaining to the Miami Arena license
agreement was approximately $1.7 million, $1.8 million and $729,000,
respectively.

The Company leases the Bahia Mar resort site from the City of Fort
Lauderdale under an operating lease which has a term through August 31, 2062.
Under the lease agreement, the Company is required to pay annual rental equal to
the greater of a percentage (4 percent through September 30, 2012 and 4.25
percent thereafter) of annual gross operating revenue, as defined, or a $300,000
minimum annual rent (escalating on a formula percentage after September 2037).
Rent expense under the lease totaled $247,000 for the period from the date of
the Bahia Mar acquisition (March 4, 1997) to June 30, 1997. The lease agreement
also requires the Company to annually set aside three percent of Bahia Mar's
revenue, as defined in the lease agreement, for the purchase, replacement and
upgrade of furniture, fixtures and equipment. All such restricted funds have
been spent on their required purpose at June 30, 1997.

Future minimum lease obligations under various noncancellable operating
leases with initial terms in excess of one year at June 30, 1997 are as follows
(in 000's):

<TABLE>
<S> <C>
1998........................................................ $ 2,446
1999........................................................ 2,138
2000........................................................ 1,157
2001........................................................ 645
2002........................................................ 300
Thereafter.................................................. 18,858
-------
$25,544
=======
</TABLE>

As of June 30, 1997, the Company has two letters of credit which secure two
operating leases. The letters of credit are collateralized by certificates of
deposit totaling $500,000 which mature in August 1997 and are included in
restricted cash.

F-16
<PAGE> 65

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

EMPLOYMENT AGREEMENTS

The Company has entered into employment agreements with various player and
non-player employees which expire at various dates through June of 2000. The
terms of these employment agreements require future payments, excluding bonuses,
at June 30, 1997 as follows (in 000's):

BROWARD COUNTY ARENA

In June 1996, the Company entered into a 30-year license agreement for the
use of the Broward County Arena (the "Broward License Agreement"). In connection
therewith, Broward County will receive revenue (the "County Preferred Revenue")
from the operations of the Facility. The Company has provided Broward County a
guaranty pursuant to which the Company will be obligated to pay Broward County
the County Preferred Revenue Obligation. The Company believes that the revenue
generated from the operations of the Facility will be sufficient to provide
Broward County with the County Preferred Revenue. The Broward License Agreement
commences upon the completion of construction of the Facility, which is
currently scheduled for October 1, 1998. The Broward License Agreement is for a
term of 30 years, which may be extended for additional five year periods,
subject to certain conditions.

Pursuant to the Broward License Agreement, the Company is entitled to
receive all (a) revenue from the sale of (i) general seating ticket sales for
its home games to be played at the Facility, (ii) non-consumable concession
items at the Facility during its home games, (iii) items in the Club's retail
store to be located within the Facility, (iv) (in conjunction with and subject
to the rights of the NHL) the rights to all television and radio and other media
broadcasting rights for hockey related events at the Facility, (v) advertising
within or on certain designated locations at the Facility during hockey related
events and (vi) Panthers' related sponsorships or NHL league-wide sponsorships;
and (b) the first $14.0 million of "net operating income" generated by the
Facility and 80% with Broward County receiving 20% of all net operating income
generated by the Facility in excess of $14.0 million. "Net operating income" is
defined to include revenue from building naming rights fees, food and beverage
concessions, parking, non-hockey related advertising and all other revenue
generated from non-hockey related events offset by certain arena operating and
financing costs.

The Company will be obligated to pay rent in the amount of approximately
$7,500 per home game played by the Panthers at the Facility and to pay certain
utility and event staffing expenses, but the combined amounts payable by the
Club under the Broward License Agreement will not exceed 5% of the gross
receipts from the sale of general seating tickets to the Panthers' home games.

LITIGATION

On April 9, 1997, Allied Minority Contractors Association, Inc., South
Florida Chapter of NAMC, Overnight Success Construction, Inc., Reed Jr.,
Plumbing, Inc. and Christopher Mallard (collectively, the "Broward County
Plaintiffs") filed a suit against Broward County and Arena Development in the
Seventeenth Judicial Circuit in and for Broward County, Florida. This suit
alleges that Broward County entered into the agreement with the Company to
develop the Broward County Arena in violation of Florida law and Broward County
ordinances. The Broward County Plaintiffs seek, among other things, to nullify
the agreement between Broward County and the Company to develop the Broward
County Arena. The Company believes that his suit is without merit and intends to
vigorously defend against it. An unfavorable outcome of the suit may have a
material adverse effect on the Company's financial condition or results of
operations. On July 10, 1997, the

F-17
<PAGE> 66

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

trial court denied the Broward County Plaintiff's motion for a temporary
restraining order. This case is set for trial on February 2, 1998.

On January 28, 1997, February 4, 1997 and March 18, 1997, purported class
action lawsuits were filed against the Company and certain of its officers and
directors which allege, among other things, that the defendants violated the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection
with sales of the Company's Class A Common Stock by the plaintiff and others in
the purported class between November 13, 1996 and December 22, 1996. The suits
generally seek, among other things, certification as a class and an award of
damages in an amount to be determined at trial. The Company has not fully
assessed the likely outcome of the class action litigation, but intends to
vigorously defend against these suits.

On January 9, 1997, a lawsuit was filed by the Company, seeking a
determination as to the applicability of Broward County's Prevailing Wage
Ordinance to the construction of the Facility. The lawsuit asked for a
declaratory judgment finding the Prevailing Wage Ordinance did not apply to the
construction of the Facility and that Arena Development could continue without
reference to the ordinance. On February 21, 1997, the Seventeenth Judicial
Circuit Court ruled against the Company's complaint, finding that the Prevailing
Wage Ordinance was applicable. The Company appealed the decision rendered by the
court and the trial court's order has been stayed pending appeal. An unfavorable
outcome of this suit may require the Company to incur additional costs of up to
approximately $4.5 million.

While the results of the legal proceedings described above and other
proceedings which arose in the normal course of business cannot be predicted
with certainty, management believes that losses, if any, resulting from the
ultimate resolution of these matters will not have a material adverse effect on
the Company's consolidated results of operations, consolidated cash flows or
consolidated financial position. However, unfavorable resolution of each matter
individually or in the aggregate could affect the consolidated results of
operations or cash flows for the periods in which they are resolved.

(9) LICENSE AND FRANCHISE AGREEMENTS

Upon the acquisition of Pier 66, the Company assumed the rights of the
franchise agreement with Hyatt Franchise Corporation. The franchise agreement is
for a 20-year term ending November 14, 2014 with various early termination
provisions and liquidated damages for early termination. The franchise agreement
provides a reimbursement of not more than $15,000 for out-of-pocket expenses
incurred relating to the granting of the franchise and monthly royalty fees
based on a percentage of gross room revenue: four percent through November 30,
1997 and five percent thereafter. The franchise agreement also provides for the
pro-rata allocation of certain Hyatt "allocable chain expenses". Aggregate Hyatt
fees and expenses amounted to $398,000 for the period from the Pier 66
acquisition (March 4, 1997) to June 30, 1997.

The franchise agreement also requires maintenance of a customary reserve
for replacement of furniture, fixtures and equipment. This reserve is four
percent of gross room revenue and all cash was utilized for its required purpose
at June 30, 1997.

Upon the acquisition of Bahia Mar, the Company assumed the rights of a ten
year license agreement with Radisson Hotels International, Inc. ("Radisson").
The terms of the agreement allow the Company to operate Bahia Mar using the
Radisson system. Annual fees payable to Radisson pursuant to the agreement are
four percent of the first $7.0 million of gross room sales and five percent of
gross room sales (as defined by the agreement) in excess of $7.0 million through
December 31, 1997. The remainder of the term requires fees in the amount of five
percent of gross room sales. Fees paid to Radisson pursuant to the license
agreement totaled $134,000 from the date of Bahia Mar's acquisition (March 4,
1997) to June 30, 1997.

F-18
<PAGE> 67

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(10) MANAGEMENT AGREEMENTS

The Company is a party to a hotel management agreement (the "Pier 66
Management Agreement") with Pier 66 Management pursuant to which Pier 66
Management operates Pier 66. The remaining term of the Pier 66 Management
Agreement is approximately three years and it provides for an annual management
fee of approximately $500,000.

The Company is also a party to a separate hotel management agreement (the
"Bahia Mar Management Agreement") with Bahia Mar Management pursuant to which
Bahia Mar Management operates Bahia Mar. The remaining term of the Bahia Mar
Management Agreement is approximately three years and it provides for an annual
management fee equal to 2% of gross room sales.

(11) RELATED PARTY TRANSACTIONS

It is the Company's policy to enter into transactions with related parties
on terms that, on the whole, are no less favorable than those that would be
available from unaffiliated parties.

The Company pays a management fee to Huizenga Holdings, Inc. ("HHI", a
corporation whose sole shareholder is the Company's Chairman) equal to 1% of
total revenue, excluding all NHL national television revenue and NHL Enterprise
rights. Such fees totaled approximately $498,000, $293,000 and $132,000 for the
years ended June 30, 1997, 1996 and 1995, respectively, and are reflected as a
component of Selling, general and administrative expenses in the accompanying
consolidated statements of operations.

In August 1994, the Company's Chairman purchased a 50% interest in LMI,
which manages the Miami Arena pursuant to a management agreement (the
"Management Agreement") with Decoma. Under the terms of the Management
Agreement, LMI received from Decoma a management fee of approximately $120,000,
$109,000 and $122,000 for the years ended June 30, 1997, 1996 and 1995,
respectively.

In June 1993, the Company, along with an affiliate, Panthers Investment
Venture ("PIV") borrowed $20.0 million bearing interest at LIBOR plus .75
percent per annum for the purpose of financing a portion of the NHL franchise
fee. Following the completion of the Initial Offerings, this note was repaid in
full. Note payable to related party of approximately $40.2 million at June 30,
1996, represents a short-term borrowing of cash required for working capital
from the Company's Chairman plus interest at prime. In conjunction with the
Recapitalization, the Chairman received in exchange for this note 4,149,710
shares of Class A Common Stock and 255,000 shares of Class B Common Stock. Prior
to the Reorganization, Recapitalization, and Initial Offerings, the Company
incurred related party interest expense of approximately $1.6 million, $3.4
million and $2.3 million, for the years ended June 30, 1997, 1996 and 1995,
respectively.

On March 4, 1997, the Company acquired all of the ownership interests,
comprised of capital stock and partnership interests, of each of the entities
which own, directly or indirectly, all of the general and limited partnership
interests in the Pier 66 and Bahia Mar for 8,400,000 shares of Class A Common
Stock. Four of the Company's directors collectively received 2,395,205 shares of
the Company's Class A Common Stock in connection with the acquisition.

F-19
<PAGE> 68

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(12) OPERATIONS BY BUSINESS SEGMENT

The Company is a diversified holding company with major business operations
in the leisure and recreation and entertainment and sports industries. The
Company operates in the United States. The following table presents financial
information regarding the Company's different business segments as of and for
the years ended June 30 (in 000's):

<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Revenue:
Leisure and recreation....................... $ 17,567 $ -- $ --
Entertainment and sports..................... 36,695 34,087 17,746
-------- -------- --------
$ 54,262 $ 34,087 $ 17,746
======== ======== ========
Operating income (loss):
Leisure and recreation....................... $ 4,053 $ -- $ --
Entertainment and sports..................... (10,533) (20,057) (11,299)
Corporate.................................... (1,899) -- --
-------- -------- --------
$ (8,379) $(20,057) $(11,299)
======== ======== ========
Amortization and depreciation:
Leisure and recreation....................... $ 1,459 $ -- $ --
Entertainment and sports..................... 4,239 9,815 6,266
-------- -------- --------
$ 5,698 $ 9,815 $ 6,266
======== ======== ========
Capital expenditures:
Leisure and recreation....................... $ 419 $ -- $ --
Entertainment and sports..................... 1,058 140 161
Corporate.................................... 17 -- --
-------- -------- --------
$ 1,494 $ 140 $ 161
======== ======== ========
Assets:
Leisure and recreation....................... $533,493 $ -- $ --
Entertainment and sports..................... 65,338 47,760 53,587
Corporate.................................... 1,561 -- --
-------- -------- --------
$600,392 $ 47,760 $ 53,587
======== ======== ========
</TABLE>

(13) QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Revenue............................................. 1997 $ 1,167 $14,216 $21,754 $17,125
1996 $ 836 $12,276 $10,912 $10,063
Operating income (loss)............................. 1997 $(3,904) $(2,556) $ 782 $(2,701)
1996 $(4,968) $(3,336) $(6,510) $(5,243)
Primary and fully diluted earnings (loss) per
share............................................. 1997 $ (1.00) $ (.37) $ .07 $ (.10)
1996 $ (1.15) $ (.85) $ (1.48) $ (1.28)
Net income(loss).................................... 1997 $(5,274) $(3,525) $ 1,277 $(2,738)
1996 $(6,044) $(4,493) $(7,815) $(6,787)
</TABLE>

F-20
<PAGE> 69

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(14) INCOME TAXES

Prior to the Recapitalization, the Company and its subsidiaries were
non-tax paying entities. For the year ended June 30, 1997, however, the Company
was not required to provide for federal or state income taxes due to its net
losses. Under the provisions of SFAS No. 109, the Company has provided a
valuation allowance to reserve against 100% of its net operating loss
carryforwards given the Company's history of net losses. As of June 30, 1997,
for financial reporting purposes, the Company has net operating loss
carryforwards of approximately $2.2 million, which if not utilized, will expire
beginning in 2012.

(15) EMPLOYEE BENEFITS

Certain of the Company's employees are participants in a 401(k) Savings and
Retirement Plan (the "401(k)"), a defined contribution plan for non-players. The
401(k) is available to employees over the age of 21 with at least one year of
service who work a minimum of 1,000 hours per year. The Company may match a
discretionary percentage of the amount contributed by the participant up to a
limit of 6% of annual compensation. Employees may contribute up to 10% of their
annual compensation. Participants are automatically vested in compensation
deferrals. Vesting in Company matching contributions is at the rate of 20% each
year, after one year of plan participation, reaching 100% after five years. The
Company did not make a discretionary contribution in fiscal 1997, 1996 or 1995.

Boca Resort has in place a 401(a) Plan (the "Boca Plan") for which
substantially all of Boca Resort's employees are eligible to participate. The
Boca Plan allows participants to contribute up to 16% of their total
compensation. The Company is required to contribute 50% of the first 6% of the
employee's earnings. The Company has until December 31, 1998 to bring the Boca
Plan into compliance with IRS coverage regulations.

The Club's NHL hockey players are covered under the NHL Club Pension Plan
and Trust (the "Plan") which is administered by the NHL and represents a
multi-employer defined contribution plan. The Club's contributions to the Plan
totaled $157,000, $180,000 and $89,000 for the years ended June 30, 1997, 1996
and 1995, respectively.

Beginning April 1, 1995, the Company obtained commercial insurance coverage
to cover employees', other than players and coaches, health care costs for which
employees make partial contributions. Players and coaches are covered under the
NHL Medical and Dental Plan administered by the NHL, for which the Company pays
100% of the premiums. Prior to April 1, 1995, the Company's employees, other
than players and coaches, were covered under a self-insured group health plan
sponsored by an affiliate. The Company fully reimbursed the third-party
administrator for its actual billed cost, including the cost of all paid claims
for all Company employees other than coaches and players.

(16) SUBSEQUENT EVENT

On August 6, 1997, the Company offered 6,780,135 shares of Class A Common
Stock, of which 6,000,000 shares were sold by the Company and 780,135 shares
were offered for the account of certain selling shareholders. The net proceeds
to the Company were approximately $109.7 million.

F-21
<PAGE> 70

FLORIDA PANTHERS HOLDINGS, INC.

INTRODUCTION TO UNAUDITED PRO FORMA CONSOLIDATED

FINANCIAL STATEMENTS

Florida Panthers Holdings, Inc. (the "Company") is a holding company with
subsidiaries currently operating in two business segments: (1) leisure and
recreation and (ii) entertainment and sports. The leisure and recreation
business consists of four high-end destination luxury resort operations: the
Boca Raton Resort and Club ("Boca Resort"), the Registry Resort at Pelican Bay
("Registry Resort"), the Hyatt Regency Pier 66 Hotel and Marina ("Pier 66" or
"2301 Ltd.") and the Radisson Bahia Mar Resort and Yachting Center ("Bahia Mar"
or "Rahn Ltd.") (collectively, the "Resort Facilities"). The Company's
entertainment and sports business consists of ownership and operation of the
Florida Panthers, a professional hockey team which has been a member of the
National Hockey League ("NHL") since 1993, arena development and management
operations and ice skating rink operations.

SEASONALITY

The Resort Facilities are located in Florida and have historically
experienced higher revenues and operating income during the first and fourth
quarters of each calendar year due to increased rates of occupancy and room
rental rates during the winter months. The NHL regular season begins during the
fall and ends in late spring. As a result, the Company realizes a majority of
its hockey revenue and related expenses during such period.

GENERAL

The unaudited pro forma consolidated balance sheet as of June 30, 1997 and
the unaudited pro forma statement of operations for the year then ended, reflect
adjustments to Florida Panthers Holdings, Inc. and Registry Resort historical
financial position and results of operations to give effect to the transactions
discussed below as if such transactions had been consummated at June 30, 1997,
or at the beginning of the period presented.

THE INITIAL OFFERINGS

The unaudited pro forma statement of operations reflects the Company's
initial public offering and concurrent offering directly to certain investors
(the "Initial Offerings"), which was effective November 13, 1996 and the
application of the net proceeds therefrom, as if these offerings had occurred at
the beginning of the period presented.

PRIVATE PLACEMENT TRANSACTION

In January 1997, the Company issued and sold 2,460,000 shares of
unregistered, but otherwise unrestricted, Class A Common Stock in a private
placement at a price of $27.75 per share (the "Private Placement"). The Private
Placement resulted in net proceeds to the Company of $65.6 million after
deducting placement agency fees and other expenses. The application of the net
proceeds of the Private Placement has been reflected in the unaudited pro forma
consolidated statement of operations as if it had occurred at the beginning of
the period presented.

SUBSEQUENT OFFERING

In August 1997, the Company issued and sold 6,000,000 shares of Class A
Common Stock at a price of $19.25 per share (the "Subsequent Offering")
resulting in net proceeds to the Company of $108.8 million after deducting
placement agency fees and other expenses. The application of the net proceeds of
the Subsequent Offering has been reflected in the unaudited pro forma
consolidated statement of operations as if it had occurred at the beginning of
the period presented.

F-22
<PAGE> 71

FLORIDA PANTHERS HOLDINGS, INC.

INTRODUCTION TO UNAUDITED PRO FORMA CONSOLIDATED

FINANCIAL STATEMENTS -- (CONTINUED)

BUSINESS COMBINATIONS

Prior to the completion of the Initial Offerings, all of the partnership
interests of the Decoma Entities, which share in the operation of the Miami
Arena where the Panthers currently play, were acquired by the Company, from the
Company's Chairman, in exchange for a total of 870,968 shares of its Class A
Common Stock. As this transaction was among entities under common control, it
was accounted for on a historical cost basis in a manner similar to a pooling of
interests as of August 6, 1994, the date of their acquisition by the Company's
Chairman.

Businesses acquired through June 30, 1997 are accounted for under the
purchase method of accounting and are included in the historical financial
statements from the date of acquisition and are discussed below. These
acquisitions have been reflected in the unaudited pro forma statement of
operations as if they occurred as the beginning of the period presented:

In May 1997, the Company acquired the rights to operate the Gold Coast Ice
Arena in exchange for 34,760 shares of Class A Common Stock. Gold Coast is the
current practice home of the Florida Panthers Hockey Club and provides open
skating, ice hockey leagues and other programs to the public.

In March 1997, the Company acquired all of the ownership interests,
comprised of capital stock and partnership interests, of each of the entities
which own, directly or indirectly, all of the general and limited partnership
interests in Bahia Mar in exchange for 3,950,000 shares of Class A Common Stock.

In March 1997, the Company acquired all ownership interests, comprised of
capital stock and partnership interests, of each of the entities which own,
directly or indirectly, all of the general and limited partnership interests in
Pier 66 in exchange for 4,450,000 shares of Class A Common Stock.

RECENTLY ACQUIRED BUSINESS

In August 1997, the Company acquired interests constituting approximately
68% of Registry Resort in exchange for approximately $75.5 million in cash,
together with 918,174 shares and warrants to purchase 325,000 shares of the
Company's Class A Common Stock.

F-23
<PAGE> 72

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 1997

(IN THOUSANDS)

<TABLE>
<CAPTION>
BUSINESS SUBSEQUENTLY
ACQUIRED
----------------------------- SUBSEQUENT
FLORIDA PANTHERS ACQUISITION OFFERING PRO FORMA
HOLDINGS, INC. REGISTRY RESORT ADJUSTMENTS ADJUSTMENTS AS ADJUSTED
---------------- --------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents...................... $ 13,709 $ 8,491 $(75,508)(b) $ 108,821(e) $ 20,513
(35,000)(e)
Restricted cash................................ 30,110 2,942 -- -- 33,052
Accounts receivable............................ 13,087 2,596 -- -- 15,683
Inventories.................................... 5,763 678 -- -- 6,441
Current portion of Premier Club notes
receivable................................... 3,778 -- -- -- 3,778
Current portion of mortgage notes receivable... -- 301 -- -- 301
Other current assets........................... 4,143 1,334 -- -- 5,477
--------- ------- -------- --------- ---------
Total current assets..................... 70,590 16,342 (75,508) 73,821 85,245
PROPERTY AND EQUIPMENT, NET...................... 475,391 12,921 73,578(a) -- 561,890
PREMIER CLUB NOTES RECEIVABLE, NET OF CURRENT
PORTION........................................ 8,240 -- -- -- 8,240
MORTGAGE NOTES RECEIVABLE, NET OF CURRENT
PORTION........................................ -- 2,329 -- -- 2,329
INTANGIBLE ASSETS, NET........................... 40,987 -- -- -- 40,987
OTHER ASSETS..................................... 5,184 3,523 -- -- 8,707
--------- ------- -------- --------- ---------
Total assets............................. $ 600,392 $35,115 $ (1,930) $ 73,821 $ 707,398
========= ======= ======== ========= =========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses.......... $ 34,590 $ 3,331 $ 7,425(c) $ -- $ 45,346
Deferred revenue............................... 10,015 980 -- -- 10,995
Other current liabilities...................... 3,631 25 -- -- 3,656
--------- ------- -------- --------- ---------
Total current liabilities................ 48,236 4,336 7,425 -- 59,997
LONG-TERM DEBT................................... 186,056 -- -- (35,000)(e) 151,056
PREMIER CLUB MEMBERSHIP FEES..................... 63,499 -- -- -- 63,499
OTHER NON-CURRENT OBLIGATIONS.................... 1,448 -- -- -- 1,448
MINORITY INTEREST IN CONSOLIDATED ENTITIES....... -- 4,637 -- -- 4,637
SHAREHOLDERS' EQUITY:
Class A common stock........................... 279 -- 9(d) 60(e) 348
Class B common stock........................... 3 -- -- -- 3
Contributed capital............................ 304,095 26,142 (9,364)(d) 108,761(e) 429,634
Accumulated deficit............................ (3,224) -- -- -- (3,224)
--------- ------- -------- --------- ---------
Total shareholders' equity............... 301,153 26,142 (9,355) 108,821 426,761
--------- ------- -------- --------- ---------
Total liabilities and shareholders'
equity................................. $ 600,392 $35,115 $ (1,930) $ 73,821 $ 707,398
========= ======= ======== ========= =========
</TABLE>

The accompanying notes are an integral part of this statement.

F-24
<PAGE> 73

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)

FLORIDA BUSINESSES ACQUIRED
PANTHERS ---------------------------------------------
HOLDINGS, 2301 RAHN INCREDIBLE BOCA ACQUISITION
INC. LTD. LTD. ICE RESORT ADJUSTMENTS
--------- ---- ---- ---------- ------ -----------
<S> <C> <C> <C> <C> <C> <C>
REVENUE:
Leisure and recreation............... $ 17,567 $18,511 $11,578 $ -- $116,194 $ --
Entertainment and sports............. 36,695 -- -- 356 -- --
-------- ------- ------- ------ -------- -------
Total revenue...................... 54,262 18,511 11,578 356 116,194 --
OPERATING EXPENSES:
Cost of leisure and recreation
services........................... 6,658 7,679 3,915 -- 56,522 --
Cost of entertainment and sports
services........................... 35,135 -- -- -- -- --
Selling, general and
administrative..................... 15,150 5,513 3,658 1,175 34,171 1,466(f)
(1,926)(g)
Amortization and depreciation........ 5,698 1,155 1,348 36 6,145 3,372(h)
-------- ------- ------- ------ -------- -------
Total operating expenses........... 62,641 14,347 8,921 1,211 96,838 2,912
-------- ------- ------- ------ -------- -------
OPERATING INCOME (LOSS)................ (8,379) 4,164 2,657 (855) 19,356 (2,912)
INTEREST AND OTHER INCOME.............. 1,923 -- -- -- 500 --
INTEREST EXPENSE AND MINORITY
INTEREST............................. (3,804) (1,487) (816) -- (18,225) 3,546(i)
-------- ------- ------- ------ -------- -------
NET INCOME (LOSS)...................... $(10,260) $ 2,677 $ 1,841 $ (855) $ 1,631 $ 634
======== ======= ======= ====== ======== =======
PRIMARY AND FULLY DILUTED INCOME (LOSS)
PER COMMON AND COMMON EQUIVALENT
SHARE................................ $ (0.74)
========
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES.................... 13,829
========

<CAPTION>
PRO
FORMA
AS BUSINESS
ADJUSTED SUBSEQUENTLY ACQUIRED PRO
FOR THE ----------------------------- SUBSEQUENT FORMA
BUSINESSES REGISTRY ACQUISITION OFFERING AS
ACQUIRED RESORT ADJUSTMENTS ADJUSTMENTS ADJUSTED
---------- -------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C>
REVENUE:
Leisure and recreation............... $163,850 $40,607 $ -- $ -- $204,457
Entertainment and sports............. 37,051 -- -- -- 37,051
-------- ------- ------- ------ --------
Total revenue...................... 200,901 40,607 -- -- 241,508
OPERATING EXPENSES:
Cost of leisure and recreation
services........................... 74,774 16,683 -- -- 91,457
Cost of entertainment and sports
services........................... 35,135 -- -- -- 35,135
Selling, general and
administrative..................... 59,207 12,769 406(f) -- 72,382

Amortization and depreciation........ 17,754 1,035 834(h) -- 19,623
-------- ------- ------- ------ --------
Total operating expenses........... 186,870 30,487 1,240 -- 218,597
-------- ------- ------- ------ --------
OPERATING INCOME (LOSS)................ 14,031 10,120 (1,240) -- 22,911
INTEREST AND OTHER INCOME.............. 2,423 1,108 -- -- 3,531
INTEREST EXPENSE AND MINORITY
INTEREST............................. (20,786) (4,310) -- 2,520(i) (22,576)
-------- ------- ------- ------ --------
NET INCOME (LOSS)...................... $ (4,332) $ 6,918 $(1,240) $2,520 $ 3,866(k)
======== ======= ======= ====== ========
PRIMARY AND FULLY DILUTED INCOME (LOSS)
PER COMMON AND COMMON EQUIVALENT
SHARE................................ $ (0.16) $ 0.11
======== ========
(j) (j)
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES.................... 26,981 34,399
======== ========
(j) (j)
</TABLE>

The accompanying notes are in integral part of this statement.

F-25
<PAGE> 74

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(a) Represents the step-up in cost basis of property and equipment acquired. The
excess of purchase price over historical costs is allocated based upon the
following relative fair values (in 000's):

<TABLE>
<CAPTION>
AS
HISTORICAL STEP-UP ADJUSTED
---------- ------- -----------
<S> <C> <C> <C>
Land............................................ $ 1,351 $25,752 $27,103
Building........................................ 8,858 47,826 56,684
Furniture and equipment......................... 2,712 -- 2,712
------- ------- -------
$12,921 $73,578 $86,499
======= ======= =======
</TABLE>

The fair values of property and equipment were determined by the Company's
management in consultation with representatives of the prior property
owners. Factors considered in the allocation include trends in the
hospitality industry and local real estate market, estimated replacement
value of the property and the present value of the expected cash flows from
operating the resort discounted at a market rate. Although such allocation
is preliminary, management believes that no material adjustments will be
required.

(b) Represents cash consideration paid in connection with the acquisition of
Registry Resort.

(c) Represents the accrual of acquisition-related costs for legal and accounting
services as well as the estimated cost to terminate the existing external
management company contract. The Company expects to perform such services
through internal human resources and technology.

(d) Represents the issuance of 918,174 shares and warrants to purchase 325,000
shares of the Company's Class A Common Stock, par value $.01, in exchange
for assets of Registry Resort. The value of the 918,174 shares of the
Company's Class A Common Stock is based on the average share price on the
New York Stock Exchange for five days before and five days after execution
of the Merger Agreement (or $23.15) reduced by a discount which was based on
factors including the restricted nature of the stock issued resulting from
"lock up" clauses restricting sales over a two-year period and the size of
the block of shares.

(e) Represents net proceeds from the issuance of 6,000,000 shares at $19.25 per
share of the Company's Class A Common Stock in August 1997. A portion of the
proceeds was used to repay $35.0 million of indebtedness under a revolving
credit facility.

(f) Represents a management fee equal to 1% of revenue payable to Huizenga
Holdings, a related party controlled by the Chairman of the Company.

(g) Represents the difference between contracted expenses incurred prior to the
acquisition of Boca Resort versus those to be incurred subsequent to the
acquisition. Such costs include payment under employment contracts and
management agreements.

(h) Represents additional depreciation expense associated with the stepped-up
basis of the property and equipment of the acquired companies as well as the
amortization of $6,092,000 which represents the excess of purchase price
over the fair value of the net assets of Incredible Ice.

(i) Represents the reduction of interest expense associated with the retirement
of approximately $65.0 million of indebtedness from the proceeds of the
Private Placement and the 6,000,000 share offering, see (e).

(j) Net income (loss) per share and weighted average shares outstanding are
determined based on the (i) 5,275,678 shares issued in connection with the
reorganization as if they had been outstanding for the entire period
presented, (ii) 4,838,710 shares (of the 7,300,000 shares issued in the
Initial Offerings)

F-26
<PAGE> 75

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

issued to repay the Company's outstanding indebtedness as if they had been
outstanding for the period prior to the prior offerings, (iii) 7,300,000
shares issued in connection with the Initial Offerings for the period for
which they were actually outstanding, (iv) 8,400,000 shares issued in
connection with the exchange agreements (4,450,000 shares for 2301 Ltd. and
3,950,000 shares for Rahn Ltd.) as if they had been outstanding for the
entire period presented, (v) 212,766 shares issued in the acquisition of
Incredible Ice as if they had been outstanding for the entire period
presented, (vi) 2,460,000 shares issued in the Private Placement for the
period for which they were actually outstanding, (vii) 34,760 shares issued
in the acquisition of Gold Coast as if they had been outstanding for the
entire period presented, (viii) 4,514,889 shares issued in connection with
the acquisition of Boca Resort as if they had been outstanding for the
entire period presented, (ix) 918,174 shares issued in connection with the
acquisition of Registry Resort as if they had been outstanding for the
entire period presented, (x) 6,000,000 shares issued in a Subsequent
Offering as if they had been outstanding for the entire period presented and
(xi) the dilutive effect of stock options.

(k) A pro forma tax provision has been excluded from the presentation based on
the fact that the Company has adequate net operating loss carryforwards to
offset pro forma earnings presented.

F-27
<PAGE> 76

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners of
2301 SE 17th St., Ltd.:

We have audited the accompanying balance sheet of 2301 SE 17th St., Ltd.
(the "Partnership", a Florida limited partnership) as of December 31, 1996, and
the related statements of operations, partners' equity and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of 2301 SE 17th St., Ltd. as of
December 31, 1996, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
January 10, 1997.

F-28
<PAGE> 77

INDEPENDENT AUDITORS' REPORT

The Partners
2301 SE 17th St., Ltd.:

We have audited the accompanying balance sheet of 2301 SE 17th St., Ltd. (a
Florida limited partnership) as of December 31, 1995, and the related statements
of operations, partners' equity and cash flows for each of the years in the two
year period ended December 31, 1995. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of 2301 SE 17th St., Ltd. at
December 31, 1995, and the results of its operations and its cash flows for each
of the years in the two year period ended December 31, 1995 in conformity with
generally accepted accounting principles.

KPMG PEAT MARWICK LLP

Fort Lauderdale, Florida,
April 19, 1996

F-29
<PAGE> 78

2301 SE 17TH ST., LTD.

BALANCE SHEETS

DECEMBER 31, 1996 AND 1995

ASSETS

<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents................................. $ 5,665,918 $ 5,296,563
Accounts receivable, net of allowance for doubtful
accounts of $25,000 as of December 31, 1996 and 1995... 1,270,539 1,510,354
Inventories............................................... 417,775 360,691
Prepaid expenses and other current assets................. 52,650 112,827
----------- -----------
Total current assets.............................. 7,406,882 7,280,435
PROPERTY AND EQUIPMENT, net of accumulated depreciation of
$4,989,415 and $3,402,512 as of December 31, 1996 and
1995, respectively........................................ 28,435,871 29,045,675
OTHER ASSETS, net of accumulated amortization of $1,659,860
and $1,575,526 as of December 31, 1996 and 1995,
respectively.............................................. 350,338 387,638
----------- -----------
Total assets...................................... $36,193,091 $36,713,748
=========== ===========

LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES:
Accounts payable.......................................... $ 734,140 $ 1,210,721
Accrued liabilities....................................... 974,562 1,070,441
Advance deposits.......................................... 400,049 522,622
----------- -----------
Total current liabilities......................... 2,108,751 2,803,784
LONG-TERM DEBT.............................................. 25,741,929 25,522,398
----------- -----------
Total liabilities................................. 27,850,680 28,326,182
COMMITMENTS AND CONTINGENCIES (Notes 1 and 9)
PARTNERS' EQUITY:
General Partner........................................... 83,424 83,875
Class A Limited Partners.................................. 8,258,887 8,303,591
Class B Limited Partners.................................. 100 100
----------- -----------
Total partners' equity............................ 8,342,411 8,387,566
----------- -----------
Total liabilities and partners' equity............ $36,193,091 $36,713,748
=========== ===========
</TABLE>

The accompanying notes to financial statements are an integral part of these
balance sheets.

F-30
<PAGE> 79

2301 SE 17TH ST., LTD.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
OPERATING REVENUES:
Rooms.......................................... $ 12,885,858 $ 11,778,303 $ 9,784,119
Yachting and marina service.................... 3,613,361 3,186,513 3,157,742
Food, beverage and banquets.................... 8,756,909 8,151,581 6,889,860
Telephone, retail and other.................... 2,466,427 2,516,960 2,100,903
------------ ------------ ------------
Total operating revenues............... 27,722,555 25,633,357 21,932,624
COSTS AND EXPENSES:
Rooms.......................................... 2,801,808 2,659,149 2,443,787
Yachting and marina service.................... 1,199,177 984,456 869,688
Food, beverage and banquets.................... 6,543,959 6,273,101 5,670,050
Telephone, retail and other.................... 1,098,451 1,121,172 1,082,039
Selling, general and administrative............ 3,389,522 3,488,941 3,020,107
Property operations, maintenance and energy
costs....................................... 2,723,454 2,535,241 2,423,787
Royalty fees, property taxes, insurance,
etc......................................... 1,404,356 1,189,549 1,103,749
Depreciation and amortization.................. 1,675,608 1,566,582 1,428,172
Related party management fee................... 530,000 514,000 560,000
------------ ------------ ------------
Total costs and expenses............... 21,366,335 20,332,191 18,601,379

Income from operations................. 6,356,220 5,301,166 3,331,245

OTHER INCOME (EXPENSE):
Interest income................................ 233,859 225,111 120,989
Interest expense............................... (2,375,634) (2,424,040) (2,168,908)
Loss on disposal of fixed assets............... (59,600) (114,230) (12,523)
------------ ------------ ------------

NET INCOME....................................... 4,154,845 2,988,007 1,270,803
PRO FORMA INCOME TAX PROVISION (Note 3).......... 1,620,389 1,165,323 495,613
------------ ------------ ------------
PRO FORMA NET INCOME AFTER INCOME TAXES.......... $ 2,534,456 $ 1,822,684 $ 775,190
============ ============ ============

NET INCOME ALLOCATED TO:
General Partner................................ $ 41,549 $ 29,880 $ 12,708
Class A Limited Partners....................... 4,113,296 2,958,127 1,258,095
Class B Limited Partners....................... -- -- --
------------ ------------ ------------

Total Net income....................... $ 4,154,845 $ 2,988,007 $ 1,270,803
============ ============ ============
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-31
<PAGE> 80

2301 SE 17TH ST., LTD.

STATEMENTS OF PARTNERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
CLASS A CLASS B
GENERAL PARTNER LIMITED PARTNERS LIMITED PARTNERS TOTAL
--------------- ---------------- ---------------- -----------
<S> <C> <C> <C> <C>
PARTNERS' EQUITY, December 31,
1993........................... $ 76,287 $ 7,552,369 $100 $ 7,628,756
Partner distributions.......... (10,000) (990,000) -- (1,000,000)
Net income..................... 12,708 1,258,095 -- 1,270,803
-------- ----------- ------ -----------
PARTNERS' EQUITY, December 31,
1994........................... 78,995 7,820,464 100 7,899,559
Partner distributions.......... (25,000) (2,475,000) -- (2,500,000)
Net income..................... 29,880 2,958,127 -- 2,988,007
-------- ----------- ------ -----------
PARTNERS' EQUITY, December 31,
1995........................... 83,875 8,303,591 100 8,387,566
Partner distributions.......... (42,000) (4,158,000) -- (4,200,000)
Net income..................... 41,549 4,113,296 -- 4,154,845
-------- ----------- ------ -----------
PARTNERS' EQUITY, December 31,
1996........................... $ 83,424 $ 8,258,887 $100 $ 8,342,411
======== =========== ====== ===========
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-32
<PAGE> 81

2301 SE 17TH ST., LTD.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................................ $ 4,154,845 $ 2,988,007 $ 1,270,803
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization.................. 1,675,608 1,566,582 1,428,172
Amortization of debt discount.................. 219,532 484,462 540,505
Loss on disposal of fixed assets............... 59,600 114,230 12,523
Changes in assets and liabilities:
Accounts receivable.......................... 239,815 (553,103) 262,716
Inventories.................................. (57,084) 4,009 67,323
Prepaid expenses and other current assets.... 60,177 13,538 91,229
Other assets................................. 6,706 37,494 31,515
Restricted cash fund......................... -- 21,357 482,585
Accounts payable and accrued liabilities..... (572,461) 794,087 (1,386,047)
Advance deposits............................. (122,573) (124,738) 304,176
----------- ----------- -----------
Total adjustments......................... 1,509,320 2,357,918 1,834,697
----------- ----------- -----------
Net cash provided by operating
activities.............................. 5,664,165 5,345,925 3,105,500
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment............... (1,094,810) (1,049,310) (1,103,095)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt...................... -- -- 994,105
Repayment of long-term debt....................... -- -- (48,000)
Distributions to partners......................... (4,200,000) (2,500,000) (1,000,000)
----------- ----------- -----------
Net cash used in financing activities..... (4,200,000) (2,500,000) (53,895)
----------- ----------- -----------
Net increase in cash and cash
equivalents............................. 369,355 1,796,615 1,948,510
CASH AND CASH EQUIVALENTS, beginning of period...... 5,296,563 3,499,948 1,551,438
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, end of period............ $ 5,665,918 $ 5,296,563 $ 3,499,948
=========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest.......... $ 2,156,102 $ 1,936,838 $ 1,628,403
=========== =========== ===========
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-33
<PAGE> 82

2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS

(1) BACKGROUND OF THE PARTNERSHIP AND OPERATIONS:

2301 SE 17th St., Ltd. (the "Partnership"), a Florida limited partnership,
was formed on March 5, 1993 for the purpose of acquiring, owning and operating
Pier 66 Resort Hotel and Marina, a 380-room resort hotel and conference facility
and a marina which accommodates 142 yachts, located on approximately 23 acres in
Fort Lauderdale, Florida, (the "Resort"). The partnership agreement, amended and
modified on June 29, 1993, is hereinafter referred to as the "Partnership
Agreement".

The Partnership acquired its interest in the Resort from SSA Associates and
Pier Operating Associates, Ltd. on June 29, 1993. The aggregate purchase price
paid by the Partnership for its interest in the Resort was approximately
$30,310,000. Of this amount, $22,000,000 was funded by refinancing the existing
mortgage loan on the Resort.

The Partnership will terminate on December 31, 2035, or sooner, in
accordance with the terms of the Partnership Agreement (see Note 11). The
General Partner of the Partnership is 2301 Mgt., Ltd. (the "General Partner").
2301 Joint Venture and Rahn Pier, Inc. are Class A Limited Partners and First
Winthrop Corporation and Sixty-Six Inc. are Class B Limited Partners.

Class B Limited Partners are not required to make additional capital
contributions, have no rights to vote on partnership matters and do not
participate in the allocation of partnership profits and losses. If the General
Partner and the Class A Limited Partners have both received the Minimum
Qualified Distributions (as defined in the Partnership Agreement), then 15
percent of the distributions with respect to a Capital Transaction (as defined
in the Partnership Agreement) that would otherwise have been made to the General
Partner and the Class A Limited Partners will instead be made to the Class B
Limited Partners.

After any special allocations required by the Partnership Agreement,
profits and losses of the Partnership shall be allocated 1 percent to the
General Partner and 99 percent to the Class A Limited Partners.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a) Basis of Accounting --

The accompanying financial statements include the accounts of the
Partnership prepared on the accrual basis of accounting in accordance with
generally accepted accounting principles.

(b) Cash and Cash Equivalents --

The Partnership considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents. Cash equivalents are
stated at cost, which approximates market, and consist of repurchase agreements
and money market funds at December 31, 1996 and 1995.

Inventories are stated at the lower of first-in, first-out cost or market.
Inventories consist of food and beverage, marina fuel, retail merchandise and
general store items.

(d) Depreciation --

The following estimated useful lives are used for depreciating property and
equipment on a straight-line basis.

<TABLE>
<S> <C>
Land improvements.............................. 20 years
Building and improvements...................... 40 years
Furnishings and equipment...................... 5-7 years
</TABLE>

F-34
<PAGE> 83

2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(e) Property and Equipment --

The Partnership's assets are carried at the lower of cost or estimated fair
value. All subsequent expenditures for improvements are capitalized. The costs
of repairs and maintenance are charged to expense as incurred.

The Partnership adopted Statement of Financial Accounting Standards No.
121 -- Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed of, as of January 1, 1995, and accordingly evaluates its
real estate investments periodically to assess whether any impairment
indications are present, including recurring operating losses and significant
adverse changes in legal factors or business climate that affect the recovery of
the recorded value. If any real estate investment is considered impaired, a loss
is provided to reduce the carrying value of the property to its estimated fair
value. The implementation of this standard had no impact on the financial
statements.

(f) Use of Estimates --

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts in the financial statements and
accompanying notes. Actual results could differ from those estimates.

(g) Fair Value of Financial Instruments --

The fair values of the Partnership's financial instruments, including
accounts receivable, long-term debt, accounts payable and accrued liabilities,
advance deposits, and other financial instruments, generally determined using
the present value of estimated future cash flows using a discount rate
commensurate with the risks involved, approximate their carrying or contract
values.

(h) Business Risk --

Any substantial change in economic conditions or any significant price
fluctuations related to the travel and tourism industry could affect
discretionary consumer spending and have a material impact on the Company's
business. In addition, the Company is subject to competition from other entities
engaged in the business of resort development and operation, including interval
ownership, condominiums, hotels and motels.

(i) Concentration of Credit Risk --

The Partnership's receivables contain significant amounts due from cruise
lines which are granted credit by the Partnership. The amount of such credit is
determined by the Partnership's management on an individual basis. Amounts
outstanding at December 31, 1996 are $181,228 and are included in Accounts
receivable in the accompanying balance sheet.

(3) INCOME TAXES:

No provision for income taxes is reflected in the accompanying financial
statements. The partners are required to report on their individual income tax
returns, their allocable share of income, gains, losses, deductions and credits
of the Partnership. The pro forma income tax provision in the accompanying
statements of operations is presented for informational purposes as if the
Partnership was a C corporation during the years presented. Pro forma taxes have
been computed based on an overall estimated effective rate of 39%.

F-35
<PAGE> 84

2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(4) ACCRUED LIABILITIES:

Accrued liabilities consist of the following as of December 31, 1996 and
1995:

<TABLE>
<CAPTION>
1996 1995
-------- ----------
<S> <C> <C>
Accrued salaries and wages........................... $195,613 $ 168,736
Accrued vacation..................................... 227,883 191,046
Sales tax payable.................................... 129,306 108,621
Other accrued liabilities............................ 421,760 602,038
-------- ----------
$974,562 $1,070,441
======== ==========
</TABLE>

(5) LONG-TERM DEBT:

The property was acquired subject to assumption of a portion of the
existing mortgage loan in the principal amount of $22,000,000 ("Note 1") from
Kemper Investors Life Insurance Company. In addition, the Partnership obtained
an additional mortgage note from Kemper for $4,000,000 ("Note 2") to be drawn
upon to finance the cost of certain capital improvements, to provide initial
working capital, and to fund interest accrued on the mortgage notes between
January 1, 1994 and December 31, 1995 to the extent cash flows from operations
are insufficient for such payment. Both mortgage notes mature on June 28, 2000
and bear interest at varying rates for specified periods. This rate was 8.39
percent and 8.0 percent at December 31, 1996 and 1995, respectively. The
mortgage notes require monthly payments of interest only throughout the term. A
balloon payment on the entire outstanding principal amount, together with the
final monthly payment of interest, will be due at maturity. Both mortgage notes
are collateralized by substantially all property and equipment including the
alcoholic beverage license, a security interest in the Hyatt franchise
agreement, an assignment of leases, rents and profits, trademarks and the
management agreement.

The outstanding balances of the notes at December 31, 1996 and 1995 were as
follows:

<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
Note 1............................................ $21,951,325 $21,951,325
Note 2............................................ 4,000,000 4,000,000
----------- -----------
25,951,325 25,951,325
Less: Unamortized discount based on imputed
interest rate of 9%............................. (209,396) (428,927)
----------- -----------
$25,741,929 $25,522,398
=========== ===========
</TABLE>

As required by the loan agreement, the Partnership maintains a Capital
Expenditure Program ("CEP") reserve fund for the replacement of capital assets.
The CEP reserve equals 3 percent of gross revenues net of amounts expended by
the Resort for replacement of capital assets and is funded quarterly for the
preceding quarter. The CEP establishes a minimum level of fixed asset
expenditures to be made by the Partnership. To the extent these minimum
expenditure levels are not achieved, such shortfall is to be included in the CEP
fund. Beginning July 1, 1995, the Resort voluntarily increased the CEP reserve
to 4 percent of gross revenues; however, the loan agreement fund is only funded
for the required 3 percent. The CEP fund is also pledged as additional security
for the loan obligation. At December 31, 1996 and 1995, the balance of the CEP
reserve is $1,284 and $9,218, respectively, and is included in Other assets in
the accompanying balance sheets.

(6) MANAGEMENT AGREEMENT:

The Partnership entered into a hotel management agreement with Rahn Pier
Mgt., Inc., a company affiliated by common ownership and management with the
general partner and Class A limited partners, effective June 29, 1993. The
agreement provides for a management fee equal to three percent of gross

F-36
<PAGE> 85

2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

revenues during the first year, payable monthly. Management fees for the second
year equal two percent of gross revenues and for each year thereafter through
December 31, 2003, an amount equal to the total management fee during the second
year.

Management fees for the Resort amounted to approximately $530,000, $514,000
and $560,000, in 1996, 1995 and 1994, respectively, and are included in Related
party management fee in the accompanying statements of operations. Fees payable
to Rahn Pier Mgt., Inc. were approximately $50,000 as of December 31, 1996 and
1995. In addition, during 1994 construction management fees of $48,000 were paid
to Rahn Properties, Inc., an affiliate of the general partner and Class A
limited partners and are included in Royalty fees, property taxes, insurance,
etc., in the accompanying statements of operations.

(7) LICENSE AND FRANCHISE AGREEMENTS:

Hyatt Franchise--

As of November 14, 1994, Rahn Pier Mgt., Inc. entered into a franchise
agreement with Hyatt Franchise Corporation. The agreement is for a 20 year term
ending November 14, 2014 with various early termination provisions and
liquidated damages for early termination. The franchise agreement provides a
reimbursement of not more than $15,000 for out-of-pocket expenses incurred
relating to the granting of the franchise and monthly royalty fees based on a
percentage of gross room revenue: one percent from December 1, 1994 through
November 30, 1995, three percent from December 1, 1995 through November 30,
1996, four percent from December 1, 1996 through November 30, 1997 and five
percent thereafter. Royalty fees amounted to $398,175 and $132,449 in 1996 and
1995, respectively.

The agreement also provides for the pro-rata allocation of certain Hyatt
"allocable chain expenses" based on the relation of the Resort's total number of
guest rooms to the average number of guest rooms in all Hyatt Resorts in the
United States along with assessments for Gold Passport and national/regional
sales promotions. A fee for the use of the Hyatt reservation system is also
allocated to the Hotel. Total Hyatt expenses other than the royalty fees
amounted to $501,752 and $502,658 for the years ended December 31, 1996 and
1995, respectively, and are included in Rooms and Selling, general, and
administrative expenses in the accompanying statements of operations.

The franchise agreement requires the Partnership to maintain a reserve for
replacement of furniture, fixtures and equipment and those repairs and
maintenance costs which are capitalizable under generally accepted accounting
principles. This reserve is determined as a percentage of gross room revenues:
three percent through November 1995 and four percent thereafter.

The franchise agreement requires the significant renovation of guest rooms,
corridors and other public areas to be performed every five to six years. In
addition, the replacement of other furniture, fixtures and equipment, as defined
in the agreement, is to occur every 10 to 12 years.

F-37
<PAGE> 86

2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(8) PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:

<TABLE>
<CAPTION>
1996 1995
-------------------- --------------------
<S> <C> <C>
Land and land improvements........................ $ 6,547,452 $ 6,547,452
Building and improvements......................... 18,937,564 18,396,035
Furnishings and equipment......................... 7,742,848 7,315,209
Operating equipment............................... 197,422 189,491
----------- -----------
33,425,286 32,448,187
Less: Accumulated depreciation.................... (4,989,415) (3,402,512)
----------- -----------
$28,435,871 $29,045,675
=========== ===========
</TABLE>

(9) LEASES:

Leases for operating equipment are contracted under the Partnership's name.
The following is a schedule of future minimum lease payments for the operating
leases, with initial or remaining terms in excess of one year, as of December
31, 1996:

<TABLE>
<S> <C>
1997............................................ $ 75,825
1998............................................ 48,196
1999............................................ 2,136
2000............................................ 356
Thereafter...................................... --
--------
$126,513
========
</TABLE>

Operating lease costs totaled $89,073, $92,717 and $91,820, for 1996, 1995
and 1994, respectively.

The Resort also has various marina and long-term tenant leases. The
receipts on these tenant leases are included in Telephone, retail and other.
Lease income totaled $381,296, $351,006 and $347,949, for 1996, 1995 and 1994,
respectively.

The Partnership leased a restaurant located at the Resort to an unrelated
party in August 1993 for a period of 5 years beginning November 1, 1993 with
four, five-year renewal options. Annual rent is $204,000 plus 7 percent of
annual gross sales in excess of $3,500,000.

Other leases for building space have been contracted with unrelated parties
for operation of a spa and a yacht broker. The spa lease is for a period of
three years beginning February 1, 1992 with two three-year renewal options. The
lease was renewed on February 1, 1995 with annual rent of $27,336 plus five
percent of gross sales. The yacht broker lease is for three years beginning
January 1, 1995 with one three-year renewal option. Annual rent is $92,812.

The following is a schedule of future minimum cash receipts for tenant
operating leases with initial term in excess of one year, as of December 31,
1996:

<TABLE>
<S> <C>
1997............................................ $239,373
1998............................................ 191,554
Thereafter...................................... --
</TABLE>

F-38
<PAGE> 87

2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(10) DEFERRED COMPENSATION PLAN:

The Rahn Pier Mgt., Inc. offers its employees a deferred compensation plan
(the "Plan") created in accordance with Internal Revenue Code Section 401(k).
The Plan is available to all employees with a minimum of 21 years of age and one
year of service. All of the costs are reimbursed by the Partnership.

The Plan's participants may contribute from one percent to 14 percent of
their compensation during the Plan year. Rahn Pier Mgt., Inc. matches 25 percent
of the first four percent contributed by each Plan participant and effective
January 1, 1996, the matched contributed percentage was increased to six
percent. Rahn Pier Mgt., Inc. incurred expenses related to the Plan of $48,359,
$40,791 and $45,973, in 1996, 1995 and 1994, respectively.

(11) EXCHANGE AGREEMENT:

On December 22, 1996, the Partnership entered into a definitive exchange
agreement with Florida Panthers Holdings, Inc. ("Holdings"), whereby Holdings
will acquire the Partnership in exchange for 4.45 million shares of Holdings'
Class A common stock. The transaction is subject to the approval of Holdings'
shareholders and as of January 10, 1997, had not been finalized.

F-39
<PAGE> 88

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners of
Rahn Bahia Mar, Ltd.:

We have audited the accompanying balance sheets of Rahn Bahia Mar, Ltd.
(the "Partnership", a Florida limited partnership) as of December 31, 1996 and
1995, and the related statements of operations, partners' equity and cash flows
for the years ended December 31, 1996 and 1995 and for the period from inception
(June 28, 1994) to December 31, 1994. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Rahn Bahia Mar, Ltd. as of
December 31, 1996 and 1995, and the results of its operations and its cash flows
for the years ended December 31, 1996 and 1995 and for the period from inception
(June 28, 1994) to December 31, 1994 in conformity with generally accepted
accounting principles.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
January 10, 1997.

F-40
<PAGE> 89

RAHN BAHIA MAR, LTD.

BALANCE SHEETS

DECEMBER 31, 1996 AND 1995

ASSETS

<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents................................. $ 2,653,789 $ 1,010,993
Accounts receivable, net of allowance for doubtful
accounts of $9,506 and $9,600 as of December 31, 1996
and 1995............................................... 604,720 519,779
Inventories............................................... 204,860 180,713
Prepaid expenses and other current assets................. 63,522 124,681
----------- -----------
Total current assets................................... 3,526,891 1,836,166
PROPERTY AND EQUIPMENT, net of accumulated depreciation of
$4,311,773 and $2,381,116 as of December 31, 1996 and
1995...................................................... 28,907,213 30,005,394
OTHER ASSETS................................................ 191,591 287,375
----------- -----------
Total assets...................................... $32,625,695 $32,128,935
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES:
Accounts payable.......................................... $ 292,067 $ 434,870
Accrued liabilities....................................... 567,160 476,064
Advance deposits.......................................... 486,313 385,864
Current portion of long-term debt......................... 15,495,000 710,000
----------- -----------
Total current liabilities......................... 16,840,540 2,006,798
LONG-TERM DEBT, net of current portion...................... -- 15,495,000
----------- -----------
Total liabilities................................. 16,840,540 17,501,798
COMMITMENTS AND CONTINGENCIES (Notes 1 and 7)
PARTNERS' EQUITY:
General Partner........................................... 157,852 146,272
Limited Partners.......................................... 15,627,303 14,480,865
----------- -----------
Total partners' equity............................ 15,785,155 14,627,137
----------- -----------
Total liabilities and partners' equity............ $32,625,695 $32,128,935
=========== ===========
</TABLE>

The accompanying notes to financial statements are an integral part of these
balance sheets.

F-41
<PAGE> 90

RAHN BAHIA MAR, LTD.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 AND
FOR THE PERIOD FROM INCEPTION (JUNE 28, 1994) TO DECEMBER 31, 1994

<TABLE>
<CAPTION>
PERIOD FROM
INCEPTION
(JUNE 28, 1994) TO
1996 1995 DECEMBER 31, 1994
----------- ----------- ------------------
<S> <C> <C> <C>
OPERATING REVENUES:
Rooms.......................................... $ 6,881,263 $ 5,338,328 $1,421,161
Yachting and marina service.................... 3,870,609 4,213,381 1,995,704
Food, beverage and banquets.................... 2,686,536 1,782,380 621,207
Telephone, retail and other.................... 2,571,326 2,135,405 671,859
----------- ----------- ----------
Total operating revenues............... 16,009,734 13,469,494 4,709,931
COSTS AND EXPENSES:
Rooms.......................................... 1,499,432 1,294,583 572,516
Yachting and marina service.................... 765,719 996,900 536,137
Food, beverage and banquets.................... 2,104,675 1,593,065 758,372
Telephone, retail and other.................... 1,126,165 1,060,365 399,090
Selling, general and administrative............ 1,789,949 1,759,968 671,422
Property operations, maintenance and energy
costs....................................... 1,406,022 1,286,357 760,174
Royalty fees, property taxes, insurance,
etc......................................... 1,881,905 1,851,898 745,386
Depreciation and amortization.................. 1,970,770 1,848,544 593,033
----------- ----------- ----------
Total costs and expenses............... 12,544,637 11,691,680 5,036,130
----------- ----------- ----------
Income (loss) from operations............... 3,465,097 1,777,814 (326,199)
OTHER INCOME (EXPENSE):
Interest income................................ 98,126 57,983 18,288
Interest expense............................... (1,405,205) (1,455,129) (443,629)
Loss on disposal of fixed assets............... -- (1,991) --
----------- ----------- ----------
(1,307,079) (1,399,137) (425,341)
----------- ----------- ----------
NET INCOME (LOSS)................................ 2,158,018 378,677 (751,540)
PRO FORMA INCOME TAX BENEFIT (PROVISION) (Note
3)............................................. (841,626) (147,684) 293,101
----------- ----------- ----------
PRO FORMA NET INCOME (LOSS) AFTER INCOME TAXES... $ 1,316,392 $ 230,993 $ (458,439)
=========== =========== ==========
NET INCOME (LOSS) ALLOCATED TO:
General Partner................................ $ 21,580 $ 3,787 $ (7,515)
Limited Partners............................... 2,136,438 374,890 (744,025)
----------- ----------- ----------
Total Net income (loss)................ $ 2,158,018 $ 378,677 $ (751,540)
=========== =========== ==========
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-42
<PAGE> 91

RAHN BAHIA MAR, LTD.

STATEMENTS OF PARTNERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 AND
FOR THE PERIOD FROM INCEPTION (JUNE 28, 1994) TO DECEMBER 31, 1994

<TABLE>
<CAPTION>
GENERAL PARTNER LIMITED PARTNERS
(1%) (99%) TOTAL
--------------- ---------------- -----------
<S> <C> <C> <C>
PARTNERS' CONTRIBUTION, June 28, 1994............ $150,000 $14,850,000 $15,000,000
Net loss....................................... (7,515) (744,025) (751,540)
-------- ----------- -----------
PARTNERS' EQUITY, December 31, 1994.............. 142,485 14,105,975 14,248,460
Net income..................................... 3,787 374,890 378,677
-------- ----------- -----------
PARTNERS' EQUITY, December 31, 1995.............. 146,272 14,480,865 14,627,137
Partner Distributions.......................... (10,000) (990,000) (1,000,000)
Net income..................................... 21,580 2,136,438 2,158,018
-------- ----------- -----------
PARTNERS' EQUITY, December 31, 1996.............. $157,852 $15,627,303 $15,785,155
======== =========== ===========
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-43
<PAGE> 92

RAHN BAHIA MAR, LTD.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 AND
FOR THE PERIOD FROM INCEPTION (JUNE 28, 1994) TO DECEMBER 31, 1994

<TABLE>
<CAPTION>
PERIOD FROM
INCEPTION
(JUNE 28, 1994) TO
1996 1995 DECEMBER 31, 1994
----------- ----------- ------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).............................. $ 2,158,018 $ 378,677 $ (751,540)
Adjustments to reconcile net income (loss) to
cash provided by operating activities --
Depreciation and amortization............... 1,970,770 1,848,544 593,033
Loss on disposal of fixed assets............ -- 1,991 --
Changes in assets and liabilities:
Accounts receivable....................... (84,941) (143,063) (376,716)
Inventories............................... (24,147) (5,469) (175,244)
Prepaid expenses and other current
assets................................. 61,159 (2,270) (122,411)
Other assets.............................. 95,784 (44,983) (302,522)
Accounts payable, accrued liabilities and
advance deposits....................... 48,742 (1,298,268) 2,595,066
----------- ----------- ------------
Total adjustments...................... 2,067,367 356,482 2,211,206
----------- ----------- ------------
Net cash provided by operating
activities........................... 4,225,385 735,159 1,459,666
----------- ----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment............ (872,589) (3,776,347) (28,612,485)
----------- ----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Long-term debt proceeds........................ -- 3,553,715 13,196,285
Long-term debt repayments...................... (710,000) (545,000) --
Partners' capital contribution................. -- -- 15,000,000
Partners' capital distribution................. (1,000,000) -- --
----------- ----------- ------------
Net cash provided by (used in)
financing activities................. (1,710,000) 3,008,715 28,196,285
----------- ----------- ------------
Net increase (decrease) in cash and
cash equivalents..................... 1,642,796 (32,473) 1,043,466
CASH AND CASH EQUIVALENTS, beginning of period... 1,010,993 1,043,466 --
----------- ----------- ------------
CASH AND CASH EQUIVALENTS, end of period......... $ 2,653,789 $ 1,010,993 $ 1,043,466
=========== =========== ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest....... $ 1,405,205 $ 1,328,496 $ 497,043
=========== =========== ============
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-44
<PAGE> 93

RAHN BAHIA MAR, LTD.

NOTES TO FINANCIAL STATEMENTS

(1) BACKGROUND OF THE PARTNERSHIP AND OPERATIONS:

Rahn Bahia Mar, Ltd. (the "Partnership"), a Florida limited partnership,
was formed and began operations on June 28, 1994 for the purpose of owning the
Bahia Mar Resort and Yachting Center (the "Resort"), in Fort Lauderdale,
Florida. Rahn Bahia Mar, G.P., Ltd. (the "General Partner"), a Florida limited
partnership, is the general partner of the Partnership (1% owner) and engages in
transactions on the Partnership's behalf. Limited partners include Rahn Bahia
Mar, Inc., a Florida corporation (19.5% owner), and Bahia Mar Joint Venture, a
Florida general partnership (79.5% owner). The term of the partnership agreement
is 50 years and expires December 31, 2044.

The Partnership's tax basis profits, losses and excess net cash flows, as
defined by the Partnership agreement (the "Agreement"), are allocated to the
partners on the basis of their respective percentage interests in the
Partnership, as defined by the Agreement.

On June 28, 1994, the Partnership entered into a license agreement with
Radisson Hotels International, Inc. ("Radisson"), covering a period of 10 years.
The terms of the agreement allow the Partnership to operate the Resort using the
Radisson system. Annual fees payable to Radisson pursuant to the agreement range
from one percent to four percent (increasing one percent each year) of the first
$7,000,000 of gross room sales and five percent of gross room sales (as defined
by the agreement) in excess of $7,000,000 through December 31, 1997. The
remainder of the term requires fees in the amount of five percent of gross room
sales.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a) Basis of Accounting --

The accompanying financial statements include the accounts of the
Partnership prepared on the accrual basis of accounting in accordance with
generally accepted accounting principles.

(b) Cash and Cash Equivalents --

Inventories are stated at the lower of first-in, first-out cost or market.
Inventories consist of food and beverage, marina fuel, retail merchandise and
general store items.

(d) Depreciation --

The following estimated useful lives are used for depreciating property and
equipment on a straight-line basis:

<TABLE>
<S> <C>
Land improvements.................................. 15 years
Building and improvements.......................... 40 years
Furnishings........................................ 7 years
</TABLE>

(e) Property and Equipment --

F-45
<PAGE> 94

RAHN BAHIA MAR, LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The Partnership adopted Statement of Financial Accounting Standards No.
121 -- Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed of, as of January 1, 1995, and accordingly evaluates its
real estate investments periodically to assess whether any impairment
indications are present, including recurring operating losses and significant
adverse changes in legal factors or business climate that affect the recovery of
the recorded value. If any real estate investment is considered impaired, a loss
is provided to reduce the carrying value of the property to its estimated fair
value. At the date of implementation, this standard had no impact on the
Partnership's financial statements.

(f) Use of Estimates --

(g) Fair Value of Financial Instruments --

(h) Business Risk --

Any substantial change in economic conditions or any significant price
fluctuations related to the travel and tourism industry could affect
discretionary consumer spending and have a material impact on the Partnership's
business. In addition, the Partnership is subject to competition from other
entities engaged in the business of resort development and operation, including
interval ownership, condominiums, hotels and motels.

(i) Concentration of Credit Risk --

(3) INCOME TAXES:

Provisions for federal and state income taxes have not been made in the
accompanying financial statements, as the Partnership's tax basis profits and
losses are allocated to the partners (see Note 1). The pro forma income tax
provision in the accompanying statement of operations is presented for
informational purposes as if the Partnership was a C corporation during the
years for which pro forma information is presented. Such pro forma taxes have
been computed on an overall estimated effective rate of 39%.

(4) RELATED PARTY TRANSACTIONS:

Rahn Properties, Inc. ("Rahn"), provided renovation management services to
the Partnership. Fees totaling $88,000 and $114,000 in 1995 and 1994,
respectively, were paid to Rahn in connection with the renovation of the Hotel
and are reflected in the cost of the property. The Partnership also reimbursed
Rahn for various expenses incurred in performing these services including the
renovation management and administrative staff salaries, telephone, utilities
and postage. Reimbursements totaling $9,955 and $9,862 in 1995 and 1994,
respectively, are also reflected in the cost of the property. No such fees or
reimbursements were made in 1996. Included in accounts payable at December 31,
1995 are amounts due to Rahn of $8,576. No such amounts were payable at December
31, 1996.

F-46
<PAGE> 95

RAHN BAHIA MAR, LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The Partnership has a management agreement with Rahn Bahia Mar Mgmt., Inc.
("Rahn Management") for a period of ten years ending June 30, 2004. The
agreement requires a management fee of three percent of gross revenues, as
defined in the management agreement, during the first eighteen months of the
agreement and a two percent fee for 1996 and thereafter. Management fees paid to
Rahn Management totaled $321,193, $405,261 and $141,298 in 1996, 1995 and 1994,
respectively.

The management agreement requires Rahn Management to set aside cash from
Hotel operations for the purchase, replacement and renewal of furniture,
fixtures and equipment and non-routine repairs and maintenance to the building.
The amount to be restricted is three percent of the Hotel's gross revenues each
month during the term of the agreement. All cash was spent on its required
purpose at December 31, 1996.

Fees paid to Radisson pursuant to the license agreement with Radisson (see
Note 1) totaled $206,438 $107,127, and $13,395, in 1996, 1995 and 1994,
respectively.

(5) LONG-TERM DEBT:

Long-term debt consists of a $15,495,000 mortgage note payable to a bank.
The note bears interest at a variable rate as defined by the agreement (8.8125
percent at December 31, 1996) and is collateralized by substantially all
property and equipment. In addition to the monthly interest payments, the note
has monthly principal installments of $45,000 commencing in February 1995. The
principal payments increased to $55,000 in August 1995 and $65,000 in August
1996. The maturity date for the note is June 30, 1997, but may be extended under
a one year extension option. During the extension period, the monthly principal
installments will increase to $75,000, the interest rate will increase by 1
percent and an extension fee equal to .0025 percent of the then outstanding
balance will be due prior to the extension. The final balloon payment would then
be due June 30, 1998.

Capitalized interest paid in 1994 and included in the cost of the property
is $53,414. Effective February 1, 1995, and continuing on the first day of each
month thereafter during the term of the note, the note agreement requires the
Partnership to set aside cash for the purchase, replacement and upgrade of
furniture, fixtures, equipment and property in the amount of $25,000 each month.
All cash was spent on its required purpose at December 31, 1996.

(6) PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:

<TABLE>
<CAPTION>
1996 1995
-------------------- --------------------
<S> <C> <C>
Land and improvements............................. $ 8,202,702 $ 8,127,597
Buildings and improvements........................ 18,149,511 17,798,505
Furnishings and equipment......................... 6,779,921 6,338,365
Operating equipment............................... 86,852 122,043
----------- -----------
33,218,986 32,386,510
Less: Accumulated depreciation.................... (4,311,773) (2,381,116)
----------- -----------
$28,907,213 $30,005,394
=========== ===========
</TABLE>

(7) COMMITMENTS AND CONTINGENCIES:

The Partnership leases the Resort site under an operating lease which had a
term through September 30, 2037. On January 4, 1995, the term of this lease was
extended for an additional period commencing October 1, 2037 through August 31,
2062 (the "Second Extended Term"). Under the lease agreement, the Partnership is
required to pay the lessor an annual rental (payable in quarterly installments)
equal to the greater of a

F-47
<PAGE> 96

RAHN BAHIA MAR, LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

percentage (4 percent through September 30, 2012 and 4.25 percent thereafter) of
the annual gross operating revenue, as defined in the lease agreement, or a
minimum annual rent payment. Minimum lease payments were $150,000 a year through
September 30, 1995; effective October 1, 1995 the minimum annual rent is
$300,000 payable in quarterly installments. During the Second Extended Term, the
minimum annual rent shall be the greater of $300,000 or eighty percent of the
average total annual rent paid during the three lease years immediately
preceding the lease year for which the minimum annual rent is being calculated.
Rent expense under the lease totaled $632,907 and $510,956 for the years ended
December 31, 1996 and 1995, respectively, and $174,174 for the period from
inception (June 28, 1994) to December 31, 1994.

Effective October 1, 1995 and continuing annually for the remaining term of
the lease, the lease agreement requires the Partnership to set aside cash for
the purchase, replacement and upgrade of furniture, fixtures and equipment. The
amount to be restricted is three percent of the Resort's revenues, as defined in
the lease agreement. All cash was spent on its required purpose at December 31,
1996.

The Hotel also leases certain equipment used in its operations under
operating leases. Future minimum lease payments, including the property lease
and operating leases, are as follows:

<TABLE>
<S> <C>
1997............................................ $ 407,080
1998............................................ 406,137
1999............................................ 391,241
2000............................................ 343,784
2001............................................ 304,126
Thereafter...................................... 18,200,000
-----------
$20,052,368
===========
</TABLE>

(8) DEFERRED COMPENSATION PLAN:

Effective July 1, 1995, Rahn Management offered its employees a
multi-employer deferred compensation plan (the "Plan") created in accordance
with Internal Revenue Code Section 401(k). The Plan is available to all
employees with a minimum of 21 years of age and one year of service. All of the
costs are reimbursed by the Partnership.

The Plan's participants may contribute from 1 percent to 14 percent of
their compensation during the Plan year. Rahn Management matched 25 percent of
the first 4 percent contributed by each Plan participant, prior to January 1,
1996. Effective January 1, 1996, Rahn Management matches 25 percent of the first
six percent contributed by each Plan participant. Rahn Management contributed
$16,002 and $9,721 to the Plan in 1996 and 1995, respectively.

(9) EXCHANGE AGREEMENT:

On December 22, 1996, the Partnership entered into a definitive exchange
agreement with Florida Panthers Holdings, Inc. ("Holdings"), whereby Holdings
will acquire the Partnership in exchange for 3,950,000 shares of Holdings' Class
A common stock. The transaction is subject to the approval of Holdings'
shareholders and, as of January 10, 1997, had not been finalized.

F-48
<PAGE> 97

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners of
Coral Springs Ice, Ltd.:

We have audited the accompanying balance sheet of Coral Springs Ice, Ltd.
(a Florida limited partnership) as of December 31, 1996, and the related
statements of operations, partners' equity (deficit) and cash flows for the
period from inception (February 26, 1996) to December 31, 1996. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Coral Springs Ice, Ltd. as
of December 31, 1996, and the results of its operations and its cash flows for
the period from inception (February 26, 1996) to December 31, 1996 in conformity
with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
February 7, 1997.

F-49
<PAGE> 98

CORAL SPRINGS ICE, LTD.

BALANCE SHEET
DECEMBER 31, 1996

<TABLE>
<S> <C>
ASSETS
Current Assets:
Cash and cash equivalents................................. $ 35,614
Accounts receivable....................................... 62,513
Inventories............................................... 71,847
Prepaid expenses and other current assets................. 56,883
----------
Total current assets.............................. 226,857
Buildings and Equipment, at cost, net of accumulated
depreciation of $17,285................................... 6,298,340
Other Assets................................................ 138,000
----------
Total assets...................................... $6,663,197
==========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable.......................................... $ 181,659
Accrued expenses.......................................... 376,684
Deferred revenue.......................................... 159,869
Retainage payable......................................... 269,333
Note payable.............................................. 6,541,849
----------
Total current liabilities......................... 7,529,394
----------
Partners' equity (deficit):
General partner........................................... (779,577)
Limited partner........................................... (86,620)
----------
Total partners' equity (deficit).................. (866,197)
----------
Total liabilities and partners' equity
(deficit)......................................... $6,663,197
==========
</TABLE>

The accompanying notes to financial statements are an integral part of this
balance sheet.

F-50
<PAGE> 99

CORAL SPRINGS ICE, LTD.

STATEMENT OF OPERATIONS
FOR THE PERIOD FROM INCEPTION (FEBRUARY 26, 1996) TO DECEMBER 31, 1996

<TABLE>
<S> <C>
Revenues.................................................... $ 149,653
Cost of revenues............................................ (49,155)
---------
Gross profit...................................... 100,498
Selling, General and Administrative Expenses................ (966,795)
---------
Net loss.......................................... $(866,297)
=========
</TABLE>

The accompanying notes to financial statements are an integral part of this
statement.

F-51
<PAGE> 100

CORAL SPRINGS ICE, LTD.

STATEMENT OF PARTNERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM INCEPTION (FEBRUARY 26, 1996) TO DECEMBER 31, 1996

<TABLE>
<CAPTION>
GENERAL LIMITED
PARTNER PARTNER TOTAL
--------- -------- ---------
<S> <C> <C> <C>
Capital contribution at inception.................... $ 90 $ 10 $ 100
Net loss............................................. (779,667) (86,630) (866,297)
--------- -------- ---------
Partners' deficit at December 31, 1996..... $(779,577) $(86,620) $(866,197)
========= ======== =========
</TABLE>

The accompanying notes to financial statements
are an integral part of this statement.

F-52
<PAGE> 101

CORAL SPRINGS ICE, LTD.

STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (FEBRUARY 26, 1996) TO DECEMBER 31, 1996

<TABLE>
<S> <C>
Cash Flows From Operating Activities:
Net loss.................................................. $ (866,297)
Adjustments to reconcile net loss to net cash used by
operating activities --
Depreciation and amortization.......................... 17,285
Changes in assets and liabilities:
Accounts receivable.................................. (62,513)
Inventories.......................................... (71,847)
Prepaid expenses..................................... (56,883)
Other assets......................................... (138,000)
Accounts payable..................................... 181,659
Accrued expenses..................................... 326,684
Deferred revenue..................................... 159,869
Retainage payable.................................... 269,333
-----------
Net cash used in operating activities............. (240,710)
-----------

Cash Flows From Investing Activities:
Capital expenditures...................................... (6,315,625)
-----------
Net cash used in investing activities............. (6,315,625)
-----------

Cash Flows From Financing Activities:
Proceeds from note payable................................ 6,541,849
Advances from related parties............................. 50,000
Capital contributions..................................... 100
-----------
Net cash provided by financing activities......... 6,591,949
-----------
Net increase in cash and cash equivalents......... 35,614
Cash and Cash Equivalents, beginning of period.............. --
-----------
Cash and Cash Equivalents, end of period.................... $ 35,614
===========
</TABLE>

The accompanying notes to financial statements
are an integral part of this statement.

F-53
<PAGE> 102

CORAL SPRINGS ICE, LTD.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996

(1) BACKGROUND OF THE PARTNERSHIP AND OPERATIONS:

Coral Springs Ice, Ltd., a Florida limited partnership (the "Partnership"),
was organized on February 26, 1996 with Coral Springs Ice, Inc. as the general
partner as well as a limited partner and Iceland (Coral Springs) Corp. as the
other limited partner. The Partnership was formed to construct, operate and
manage an enclosed twin ice rink facility (the "Facility") in Coral Springs,
Florida. The Facility will operate as the concessionaire under a Concession
Agreement with the City of Coral Springs. The Partnership completed construction
and commenced operation of the Facility in November, 1996.

(2) SIGNIFICANT ACCOUNTING POLICIES:

(a) Basis of Accounting

The accompanying financial statements include the accounts of the
Partnership prepared on the accrual basis of accounting in accordance with
generally accepted accounting principles.

(b) Use of Estimates

Inventories are stated at the lower of first-in, first-out cost or market.
Inventories consist of hockey and figure skating retail goods and food and
beverage items.

(d) Buildings and Equipment

The Partnership's assets are carried at the lower of cost or estimated fair
value. All expenditures for improvements are capitalized. The costs of repairs
and maintenance are charged to expense as incurred.

(e) Depreciation

The following estimated useful lives are used for depreciating property and
equipment on a straight-line basis.

<TABLE>
<S> <C>
Building and improvements................................... 40 years
Furniture, fixtures and equipment........................... 5-7 years
</TABLE>

(f) Cash and Cash Equivalents

The Partnership considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents. Cash equivalents are
stated at cost, which approximates market.

(g) Deferred Revenue

The Partnership collects fees in advance from customers for hockey and
figure skating programs and records such fees as deferred revenue. Revenue is
recognized as the related services are provided.

(h) Fair Value of Financial Instruments

The fair values of the Partnership's financial instruments, including
accounts receivable, long-term debt, accounts payable, accrued expenses and
other financial instruments, generally determined using the present

F-54
<PAGE> 103

CORAL SPRINGS ICE, LTD.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

value of estimated future cash flows using a discount rate commensurate with the
risks involved, approximate their carrying or contract values.

(3) INCOME TAXES:

(4) MANAGEMENT AGREEMENT:

In November 1996, Real Ice Sports Facility Management, Inc. began providing
management services to the Partnership for a monthly fee of $6,250 included in
selling, general and administrative expenses. Coral Springs Ice, Ltd. operated
under the terms of a management agreement with this company through January
1997, although the agreement was never signed.

(5) BUILDINGS AND EQUIPMENT:

The balance of buildings and equipment at December 31, 1996, consists of
the following:

<TABLE>
<S> <C>
Building and improvements................................... $5,892,195
Furniture, fixtures and equipment........................... 423,430
----------
6,315,625
Less -- Accumulated depreciation............................ (17,285)
----------
Building and equipment, net................................. $6,298,340
==========
</TABLE>

Included in the building costs is $269,333 of retainage. This represents
the construction holdback of 5% of costs to date as per the construction
contract. It will be paid to the contractor when all work is satisfactorily
completed.

(6) NOTE PAYABLE:

The Partnership obtained a loan from Trizec Ice, Inc. (the sole owner of
Coral Springs Ice, Inc.) to fund construction costs of the Facility and related
costs. The outstanding loan balance ($6,678,874 as of January 31, 1997) was
repaid in connection with the sale of assets (see Note 8).

(7) CONCESSION AGREEMENT:

The Partnership is party to a concession agreement with the City of Coral
Springs which allows the Partnership to utilize city-owned land upon which the
Facility is located. The term of this agreement is 49 years with an option to
extend for two 25 year periods. The concession agreement requires the
Partnership to pay a minimum monthly rental of $2,500 (plus six percent sales
tax) to the City of Coral Springs. The agreement requires additional contingent
payments that are dependent on the level of revenues. In the first five years of
operations, four percent of total revenues, to the extent that this exceeds the
minimum monthly charge, is payable to the City of Coral Springs each month.

(8) SALE OF ASSETS:

On January 31, 1997, the Partnership completed the sale of substantially
all of its operating assets to Florida Panthers Ice Ventures, Inc., a
wholly-owned subsidiary of Florida Panthers Holdings, Inc.

F-55
<PAGE> 104

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners of
Boca Raton Hotel and Club Limited Partnership

In our opinion, the accompanying balance sheet and the related statements
of operations, of changes in partners' deficit and of cash flows present fairly,
in all material respects, the financial position of Boca Raton Hotel and Club
Limited Partnership at December 31, 1996, and the results of its operations and
its cash flows for the year in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the
Partnership's management; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP

Fort Lauderdale, Florida

January 29, 1997, except as to Note 12, which is
as of March 20, 1997

F-56
<PAGE> 105

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Partners
Boca Raton Hotel and Club Limited Partnership

We have audited the accompanying balance sheet of the Boca Raton Hotel and
Club Limited Partnership (A Limited Partnership) (the Partnership) as of
December 31, 1995, and the related statements of operations, changes in
partners' deficit and cash flows for each of the two years in the period ended
December 31, 1995. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Boca Raton Hotel and
Club Limited Partnership (A Limited Partnership) at December 31, 1995, and the
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1995, in conformity with generally accepted accounting
principles.

Ernst & Young LLP

West Palm Beach, Florida
January 26, 1996

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<PAGE> 106

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

BALANCE SHEETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1996 1995
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 1,126 $ 2,887
Restricted cash and short-term investments................ 18,887 13,671
Accounts receivable, net of allowance for doubtful
accounts of $412 and $50, respectively, in 1996 and
1995................................................... 12,203 12,249
Current portion of Premier Club promissory notes for
membership deposits.................................... 3,840 3,161
Other current assets...................................... 727 705
Prepaid insurance......................................... 1,697 2,074
Inventories............................................... 5,725 5,752
-------- --------
Total current assets.............................. 44,205 40,499
Premier Club promissory notes for membership deposits, less
current portion........................................... 8,246 6,964
Property and improvements:
Land...................................................... 26,851 26,851
Buildings and improvements................................ 114,199 103,354
Furnishings and equipment................................. 20,407 19,934
Construction in progress.................................. 6,750 4,199
-------- --------
168,207 154,338
Less accumulated depreciation............................. (52,479) (49,914)
-------- --------
115,728 104,424
Deferred loan costs and other, net.......................... 10,080 6,546
-------- --------
$178,259 $158,433
======== ========

LIABILITIES AND PARTNERS' DEFICIT
Current liabilities:
Accounts payable, trade................................... $ 4,490 $ 7,289
Advance deposits.......................................... 3,027 3,118
Accrued interest payable.................................. 3,296 2,559
Accrued payroll costs and employee benefits............... 3,015 3,108
Due to general partner.................................... 3,725 5,900
Other accounts payable and accrued expenses............... 6,102 5,654
Deferred membership revenue............................... 7,232 6,371
Current portion of mortgage and other loans payable....... 400 2,347
-------- --------
Total current liabilities......................... 31,287 36,346
Mortgage and other loans payable, less current portion...... 174,800 140,889
Accrued settlement costs.................................... 500 950
Premier Club membership deposits and credits, net........... 55,905 49,717
Partners' deficit:
General Partner........................................... (2,492) (2,249)
Class A Limited Partners.................................. (80,067) (65,892)
Class B Limited Partner................................... (1,674) (1,328)
-------- --------
Total Partners' deficit........................... (84,233) (69,469)
-------- --------
$178,259 $158,433
======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-58
<PAGE> 107
BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

STATEMENTS OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Revenue:
Rooms..................................................... $ 44,856 $ 44,050 $ 41,191
Food and beverage......................................... 34,762 32,764 32,841
Club Membership, Retail and Other......................... 34,109 31,376 29,339
-------- -------- --------
Total revenue..................................... 113,727 108,190 103,371
Costs and expenses:
Rooms..................................................... 10,913 10,228 10,038
Food and beverage......................................... 26,363 24,814 25,136
Club Membership, Retail and Other......................... 19,005 17,569 17,103
Selling, general and administrative....................... 17,999 16,679 19,498
Property operations, maintenance and energy costs......... 10,959 11,125 9,604
Other indirect costs........................................ 8,911 8,041 6,799
-------- -------- --------
Total cost of revenues...................................... 94,150 88,456 88,178
Depreciation and amortization............................... 6,215 6,623 7,108
-------- -------- --------
Income from operations...................................... 13,362 13,111 8,085
Interest expense, net....................................... 16,562 14,909 17,382
-------- -------- --------
Loss before extraordinary item.............................. (3,200) (1,798) (9,297)
Extraordinary items:
Net gain on debt restructuring............................ -- 10,328 6,704
Net (loss) on debt restructuring, including debt
prepayment penalty of ($3,515)......................... (8,932) -- --
-------- -------- --------
Net (loss) income........................................... $(12,132) $ 8,530 $ (2,593)
======== ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-59
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BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(IN THOUSANDS)

<TABLE>
<CAPTION>
CLASS A CLASS B
GENERAL LIMITED LIMITED
PARTNER PARTNERS PARTNER TOTAL
------- -------- ------- --------
<S> <C> <C> <C> <C>
Partners' deficit at January 1, 1994.................... $(2,368) $(71,606) $(1,432) $(75,406)
Net loss.............................................. (52) (2,495) (46) (2,593)
------- -------- ------- --------
Partners' deficit at December 31, 1994.................. (2,420) (74,101) (1,478) (77,999)
Net income............................................ 171 8,209 150 8,530
------- -------- ------- --------
Partners' deficit at December 31, 1995.................. (2,249) (65,892) (1,328) (69,469)
Distribution.......................................... -- (2,500) (132) (2,632)
Net loss.............................................. (243) (11,675) (214) (12,132)
------- -------- ------- --------
Partners' deficit at December 31, 1996.................. $(2,492) $(80,067) $(1,674) $(84,233)
======= ======== ======= ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-60
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BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------
1996 1995 1994
---------- --------- ---------
<S> <C> <C> <C>
Operating activities:
Net income (loss)......................................... $ (12,132) $ 8,530 $ (2,593)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization.......................... 6,935 6,623 7,108
Loss (gain) on debt restructuring...................... 5,417 (10,328) (6,704)
Provision for settlement agreements.................... 300 -- 1,250
Changes in operating assets and liabilities:
Accounts receivable.................................. (1,915) (2,193) (1,955)
Prepaid expenses and other assets.................... 354 1,146 (4,105)
Inventories.......................................... 27 (227) 703
Accounts payable, trade.............................. (2,799) 1,998 1,265
Advance deposits..................................... (91) 32 (210)
Accrued interest payable............................. 737 197 4,682
Accrued payroll costs and employee benefits.......... (93) (385) 898
Other accounts payable and accrued expenses.......... (4,184) 1,669 1,569
Deferred membership revenue.......................... 861 325 535
Premier Club Membership cash and note payments....... 6,049 3,987 5,770
Accrued settlement costs............................. (750) -- --
--------- -------- --------
Net cash provided by (used in) operating
activities........................................ (1,284) 11,374 8,213
--------- -------- --------
Investing activities:
Restricted cash and short-term investments................ (5,216) (10,964) 1,124
Additions to property and improvements.................... (14,829) (4,601) (3,454)
Additions to construction in progress..................... (2,551) -- --
--------- -------- --------
Net cash used in investing activities................ (22,596) (15,565) (2,330)
--------- -------- --------
Financing activities:
Proceeds from increase in mortgage and other loans
payable................................................ 155,000 60,000 48,583
Principal payments of mortgage and other loans payable.... (123,036) (54,313) (48,071)
Principal payment on Banyan mortgage loans................ -- (3,500) (1,000)
Payment of financing costs................................ (7,345) (725) --
Distributions to Limited Partners......................... (2,500) -- --
--------- -------- --------
Net cash (used in) provided by financing
activities........................................ 22,119 1,462 (488)
--------- -------- --------
Net increase (decrease) in cash and cash equivalents........ (1,761) (2,729) 5,395
Cash and cash equivalents at beginning of year.............. 2,887 5,616 221
--------- -------- --------
Cash and cash equivalents at end of year.................... $ 1,126 $ 2,887 $ 5,616
========= ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for interest...................... $ 14,148 $ 14,710 $ 12,633
========= ======== ========
Accrual of distribution payable to Class B Limited
Partners.................................................. $ 132 $ -- $ --
========= ======== ========
Accrual of General Partner Fees............................. $ 2,325 $ -- $ --
========= ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-61
<PAGE> 110

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 (IN THOUSANDS OF DOLLARS)

1. ORGANIZATION

The Boca Raton Hotel and Club Limited Partnership (the Partnership) was
formed in June 1983 under the laws of the State of Florida. The purpose of the
Partnership is to purchase, own, manage and operate the Boca Raton Resort and
Club, a 298-acre resort complex containing several hotel facilities with a total
of 963 guest rooms. In addition, the complex includes 31 tennis courts, 2 golf
courses, marina, beach club and other recreational facilities. Included within
the resort is the Boca Golf and Tennis Country Club (a separate facility) (see
Note 6). The Partnership also leases the food and beverage concessions, and has
contracted for golf access at the Deer Creek and Carolina country clubs.

As of January 15, 1993, the original general partner, VMS Realty Investment
Ltd. (VMSRIL), withdrew from the Partnership as general partner and was replaced
by the Boca Raton Management Company, a New York general partnership (BRMC/NY).
BRMC/NY was succeeded as general partner on October 1, 1993 by BRMC, L.P., a
Delaware limited partnership (BRMC) (see Note 3).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting principles and practices used in
the preparation of the financial statements follows:

BASIS OF FINANCIAL STATEMENT PRESENTATION

The Partnership prepares its financial statements in conformity with
generally accepted accounting principles. These principles require management to
(1) make estimates and assumptions that affect the reported amounts of assets
and liabilities, (2) disclose contingent assets and liabilities at the date of
the financial statements and (3) report amounts of revenue and expenses during
the reporting period. Actual results could differ from these estimates.

CASH EQUIVALENTS AND RESTRICTED CASH

The Partnership considers all highly liquid investments with a maturity of
three months or less from the date purchased to be cash equivalents. Restricted
cash consists principally of escrow accounts restricted as to use and maintained
in accordance with the terms of the Partnership's First Mortgage Notes. Short
term investments consist primarily of repurchase agreements.

FAIR VALUES OF FINANCIAL INSTRUMENTS

At December 31, 1996 and 1995, the carrying amounts of cash, cash
equivalents and short-term investments approximate their fair value due to their
short duration to maturity. The carrying amount of the mortgages and other loans
approximate their fair value.

CONCENTRATIONS OF CREDIT RISK AND MARKET RISK

Concentration of credit risk and market risk associated with cash, cash
equivalents, restricted cash and short-term investments are considered low due
to the credit quality of the issuers of the financial instruments held by the
Partnership and due to their short duration to maturity. Accounts receivable are
primarily from major credit card companies and other large corporations. The
Partnership performs ongoing credit evaluations of its significant customers and
generally does not require collateral.

PREMIER CLUB MEMBERSHIP DEPOSITS

The Partnership classifies premier club membership deposits as an operating
activity in the Statement of Cash Flows (see Note 10).

F-62
<PAGE> 111

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS OF DOLLARS) -- (CONTINUED)

PROPERTY, IMPROVEMENTS AND DEPRECIATION

Property and improvements are stated at cost and are depreciated on the
straight-line method over the estimated useful lives of the assets as follows:

<TABLE>
<S> <C>
Buildings and improvements.............................. 15 - 30 years
Furnishings and equipment............................... 3 - 10 years
</TABLE>

Provision for value impairments are recorded with respect to such assets
whenever the estimated future cash flows from operations and projected sales
proceeds are less than the net carrying value. The Partnership implemented
Statements on Financial Accounting Standards (FAS) No. 121, Accounting for
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,
effective January 1, 1996. The implementation of FAS No. 121 did not have a
material impact on the financial statements. Costs of major renewals and
improvements which extend useful lives are capitalized. Expenditures for
maintenance and repairs are charged to expense as incurred.

INVENTORIES

Inventories consisting of food, beverage and operating supplies are
determined using the first-in, first-out method and are stated at the lower of
cost or market.

DEFERRED LOAN COSTS

Deferred loan costs, primarily loan origination and related fees, are
capitalized and amortized on the straight-line basis over the terms of the
respective debt, which approximates the effective interest method. Deferred loan
costs are presented net of accumulated amortization. At December 31, 1996 and
1995, accumulated amortization totaled $643 and $1,320, respectively.

DEFERRED MEMBERSHIP REVENUE

Deferred membership revenue is recognized as income ratably over the
membership year commencing October 1.

RECLASSIFICATIONS

Certain items for 1994 and 1995 have been reclassified to conform to the
1996 presentation.

PARTNERSHIP RECORDS

The Partnership's records are maintained on the accrual basis of accounting
as adjusted for federal income tax reporting purposes. The accompanying
financial statements have been prepared from such records after making
adjustments, where applicable, to reflect the Partnership's accounts in
accordance with generally accepted accounting principles (GAAP). The net effect
of these items is summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------------------
1996 1995
-------------------- -------------------
GAAP TAX GAAP TAX
BASIS BASIS BASIS BASIS
--------- -------- -------- --------
<S> <C> <C> <C> <C>
Total assets................................. $ 178,259 $153,248 $158,433 $133,290
Partners' deficits:
General Partner............................ (2,492) (3,127) (2,249) (2,834)
Class A Limited Partners................... (80,067) (102,207) (65,892) (85,631)
Class B Limited Partner.................... (1,674) (1,964) (1,328) (1,706)
</TABLE>

F-63
<PAGE> 112

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS OF DOLLARS) -- (CONTINUED)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
1996 1995 1994
------------------- --------------- -----------------
GAAP TAX GAAP TAX GAAP TAX
BASIS BASIS BASIS BASIS BASIS BASIS
-------- -------- ------ ------ ------- -------
<S> <C> <C> <C> <C> <C> <C>
Net income (loss):
General Partner................ $ (243) $ (293) $ 171 $ 182 $ (52) $ (163)
Class A Limited Partners....... (11,675) (14,076) 8,209 8,767 (2,495) (7,835)
Class B Limited Partner........ (214) (258) 150 161 (46) (144)
</TABLE>

INCOME TAXES

No provision has been recorded for income taxes or related credits in the
Partnership's financial statements as the results of operations are includable
in the income tax returns of the partners. The differences between financial
statement income or loss and tax income or loss relate primarily to the methods
and lives used to depreciate fixed assets, the treatment of costs of the Premier
Membership Program, the treatment of syndication costs and the treatment of the
1994, 1995 and 1996 debt restructurings.

3. PARTNERSHIP AGREEMENT

Operating profits and losses of the Partnership are allocated pursuant to
the terms of the partnership agreement or in accordance with Internal Revenue
Code Section 704(b). Profits and losses attributable to capital items such as a
sale or refinancing are allocated among the partners in accordance with the
Partnership agreement.

Distributions of cash flows are made, subject to the participation therein
of BRMC, as follows: (a) first, to the Limited Partners in an amount equal to
12% per annum (on a non-cumulative basis) of their aggregate capital
contributions (95% to Class A and 5% to Class B); (b) then, to BRMC, the payment
of a subordinated incentive fee, as defined in the Partnership Agreement; and
(c) then, of the balance, 98% to the Limited Partners (93.1% to Class A and 4.9%
to Class B) and 2% to BRMC.

Distributions of capital items are made as follows: (a) first, 100% to the
Limited Partners until such time as each Limited Partner has received
distributions sufficient to reduce their aggregate capital contribution to zero;
(b) then, 100% to BRMC until such time as BRMC has received distributions
sufficient to reduce its aggregate capital contributions to zero; (c) then, to
the Class A Limited Partners to the extent not previously paid from Cash Flow an
amount equal to: 10% per annum of their aggregate capital contributions (on a
cumulative basis from January 1, 1984); (d) then, first to the Limited Partners,
90% (85.5% to Class A and 4.5% to Class B) of the next $16,000 and then 10% of
such $16,000 to BRMC; and (3) then, 70% to the Limited Partners (66.5% to Class
A and 3.5% to Class B) and 30% to BRMC.

In 1996, the Partnership made capital distributions totaling $2,500 to the
Class A Limited Partners and accrued $132 for distributions to the Class B
Limited Partners.

The Partnership relies on mortgages and other loans to fund capital
improvements and construction projects. The Partnership expects to meet its cash
requirements through operations and the use of existing cash balances.

As general partner, BRMC is entitled to receive the following forms of
compensation and additional distributions (General Partner Compensation):

1. A supervisory management fee, the lesser of (a) $50 per month and
(b) 90% of the hypothetical supervisory fee formerly payable to an
affiliate of VMSRIL (see Note 8).

2. A debt restructuring fee with existing creditors, .5% of the
principal amount of the Partnership's indebtedness restructured (see Note
8).

F-64
<PAGE> 113
BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS OF DOLLARS) -- (CONTINUED)

3. A debt or equity capital raising fee, 1.5% of the amount raised. To
the extent any capital raised is applied to repay indebtedness, no debt
restructuring fee referred to in 2 above shall be payable with respect to
the portion of the indebtedness for which a capital raising fee is charged
(see Note 8).

4. A debt reduction fee, 10% of the principal amount of the debt
extinguished. BRMC would receive 20% of its debt reduction fee at the
closing of the debt reduction transaction, with the balance paid from (a)
any excess proceeds from the refinancing of such debt, and (b) any
distributions resulting from any sale or refinancing as a preference to the
Limited Partners' distributions thereunder (see Note 8).

5. A participation in cash distributions, BRMC will receive the
following distributions:

<TABLE>
<CAPTION>
BRMC
CUMULATIVE AMOUNT DISTRIBUTED PERCENTAGE
- ----------------------------- ----------
<S> <C> <C>
First $10,000.................................................. 1%
Next $10,000.................................................. 2
Next $10,000.................................................. 3
Next $10,000.................................................. 4
Next $10,000.................................................. 5
Over $50,000.................................................. 10
</TABLE>

In the event the Limited Partners are diluted in connection with any
offering of new Partnership equity, the distribution breakpoints
(DBP) in the above table will be adjusted in accordance with the
following formula: DBP divided by that percentage of the
Partnership's equity owned by the existing Limited Partners upon
completion of the financing. Notwithstanding any of the foregoing,
BRMC shall receive a total share of such distributions of not less
than $500. Such minimum shall not apply in the event that the Limited
Partners' cumulative distributions have not exceeded Limited
Partners' taxes due thereon.

6. The foregoing elements set forth in preceding subparagraphs 2, 3, 4
and 5 are limited by the provisions of the first mortgage notes (see Note
5).

4. LETTERS OF CREDIT

As of December 31, 1996 and 1995, the Partnership has two letters of credit
which secure two operating leases. The letters of credit are collateralized by
certificates of deposit totaling $500 which mature in August 1997 and are
included in restricted cash and short-term investments.

F-65
<PAGE> 114
BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS OF DOLLARS) -- (CONTINUED)

5. MORTGAGES AND OTHER LOANS PAYABLE

Various refinancing activities occurred in 1996 and can be summarized as
follows:

<TABLE>
<CAPTION>
(IN THOUSANDS)
TOTAL
OUTSTANDING 1996 OUTSTANDING
BALANCE AT PRINCIPAL 1996 DEBT AT
LOAN DESCRIPTION, INTEREST RATE DECEMBER 31, 1995 PAYMENTS NEW DEBT DECEMBER 31, 1996
- ------------------------------- ----------------- --------- -------- -----------------
<S> <C> <C> <C> <C>
Nomura-$75,000..................... $ 71,524 $ 71,524 $ -0-
Starwood-$50,000................... 51,000 51,000 -0-
Starwood-$500 -- 14 1/2%........... 500 500
RMA -- 7%.......................... 10,000 300 9,700
Senior Facility, LIBOR + 2 1/4%.... 110,000 110,000
Subordinate Facility, 13%.......... 20,000 20,000
Starwood-$35,000, 18.5%............ 10,000 25,000 35,000
Other.............................. 212 212 -0-
-------- -------- -------- --------
$143,236 $123,036 $155,000 $175,200
======== ======== ======== ========
</TABLE>

FIRST MORTGAGE NOTES

On August 22, 1996, the Partnership entered into an agreement with a
consortium of financial institutions to borrow $130,000 primarily for the
purpose of refinancing existing first mortgage notes. The agreement consists of
a $110,000 Senior Facility (Senior Notes) and a $20,000 Subordinate Facility
(Subordinate Notes). Both Facilities mature on August 22, 2001 and accrue
interest, based on a 360 day year, payable monthly in arrears. The Senior Notes
accrue interest at the lenders' base rate plus one-quarter percent (Base Rate)
or LIBOR plus two and one-quarter percent (LIBOR Rate). In 1996, the Partnership
selected the LIBOR Rate, averaging approximately 7.814%. The Subordinate Notes
accrue interest at a fixed rate of thirteen percent. Both Facilities are secured
by a first mortgage and lien on all assets held by the Partnership, except in
certain circumstances where other first liens are permitted. The outstanding
balance on the First Mortgage Notes at December 31, 1996 totaled $130,000.

The Partnership is required to make quarterly principal payments of $750 on
the Senior Notes commencing September 30, 1998 and increasing to $1,250 on
September 30, 1999 and to $1,750 on September 30, 2000. The Partnership is
required to make additional principal payments on the Senior Notes and initial
principal payments on the Subordinate Notes based upon certain cash flow
conditions.

In accordance with the agreement, the Partnership deposits cash into
reserve accounts which are accumulated and restricted to support future debt
service, facility expansion, fixed asset replacement and real estate tax
payments. Both Facilities contain significant restrictions with respect to
payments to Partners and other debt holders.

In conjunction with the refinancing, the Partnership recorded a loss on
debt restructuring of $5,417 which represents the write off of debt issue costs.
The Partnership paid a loan prepayment penalty of $3,515 to Nomura.

SECOND MORTGAGE NOTE

On August 22, 1996, the Partnership entered into an agreement with an
institutional lender to borrow $35,000, as evidenced by a promissory note,
primarily for the purpose of the planned expansion of the Resort. The note is
secured by a second mortgage and lien on all assets held by the Partnership,
except in certain circumstances where other liens are permitted. At maturity,
August 21, 2003, or prepayment of the note, the Partnership is required to pay
an amount which will result in an annual internal rate of return to the lender
of

F-66
<PAGE> 115

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS OF DOLLARS) -- (CONTINUED)

eighteen and one-half percent (18.5%). Interest is payable quarterly in arrears
commencing October 1, 1996 at a rate of eight percent through December 31, 1998
and fourteen and one-half percent thereafter based on a 360 day year. The
Partnership accrues interest at 18.5% per annum. Additional interest and
principal payments are required based on certain cash flow conditions. The
outstanding balance on the Second Mortgage Note totaled $35,000 at December 31,
1996.

The Partnership may not prepay the note prior to its third anniversary
except in connection with a sale of Partnership assets to a third party. If
prepayment occurs before August 23, 2001, the Partnership is required to pay an
amount (Prepayment Amount) which would result in an 18.5% internal rate of
return to the lender through that date. The Prepayment Amount will be reduced by
the return which would result from the lenders' reinvestment of the repaid
principal at the United States Treasury Notes rate plus 250 basis points, if
prepayment results from sale of Partnership assets or from cash flow; or plus
150 basis points, if prepayment results from refinancing the note or sale or
issuance of any ownership interest in the Partnership.

THIRD MORTGAGE NOTE

On August 22, 1996, a note payable, which was previously secured by a first
mortgage, was replaced with a third mortgage and lien on all assets of the
Partnership. The note matures on September 30, 2003 and accrues interest at a
fixed rate of approximately 14.52% through September 30, 1998 and at a variable
rate thereafter payable quarterly in arrears. The outstanding balance on the
Third Mortgage Note at December 31, 1996 totaled $500.

The Partnership is required to make an additional payment (Final
Participation Interest) upon maturity of the loan or sale of the Partnership's
assets equaling the sum of $750, plus 5% of the Partnership's net asset value as
calculated based on certain criteria. In the event of refinancing of the
property, the Partnership is required to make a payment of 5% of the net
proceeds (Interim Participation Interest). Interim Participation Interest paid
will be deducted from the Final Participation Interest amount. In 1996, the
Partnership paid $125 of Interim Participation Interest.

OTHER NOTES PAYABLE

The Partnership's other notes payable represent two unsecured promissory
notes with original amounts of $8,000 and $2,000 dated October 7, 1994 related
to a settlement agreement whereby the Partnership terminated a 20-year
management agreement. Both promissory notes mature on October 7, 2004 and accrue
interest at a rate of 7% payable semi-annually in arrears.

The $8,000 promissory note requires future principal reductions of $320 on
October 7, 1997 and $400 on each October 7 from 1998 to 2003, with a balloon
payment of $5,040 due at maturity. The $2,000 promissory note payable requires
future principal reductions of $80 on October 7, 1997 and $100 on each October
7, from 1998 to 2003, with a balloon payment of $1,260 due at maturity. The
notes include limitations on additional senior debt.

At December 31, 1996, aggregate future maturities of mortgage and other
loans payable are as follows:

<TABLE>
<S> <C>
1997........................................................ $ 400
1998........................................................ 2,000
1999........................................................ 4,500
2000........................................................ 6,500
2001........................................................ 119,000
Thereafter.................................................. 42,800
--------
$175,200
========
</TABLE>

F-67
<PAGE> 116

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS OF DOLLARS) -- (CONTINUED)

The following schedule reflects the mortgage and loan payable balances as
of December 31, 1995. Senior and subordinated notes were refinanced during 1996,
as disclosed above:

<TABLE>
<CAPTION>
1995
--------
<S> <C>
A senior note secured by the $130,000 first mortgage on
the principal resort property, improvements and all
assets and rights of the Partnership accruing interest
at 8.26%. The Partnership may pay the loan in whole or
in part at any time by paying a prepayment fee based on
a formula. $ 71,524
A subordinated note secured by the $130,000 first mortgage
on the principal resort property, improvements, and all
assets and rights of the Partnership accruing interest
at 14.52%. The balance at December 31, 1995 includes a
fee of $1,000 due upon payoff of the note. The loan has
a term of eight years and no amortization period [see
(b) and (d) below]. 51,000
A subordinated note secured by the $130,000 first mortgage
on the principal resort property, improvements and all
assets and rights of the Partnership accruing interest
at 14.52%. The note contains a provision whereby the
lender upon the sale or refinancing of the Partnership,
or substantially all of its assets, is entitled to an
amount based on a certain formula [see (a) below]. 500
Other loans payable:
A promissory note bearing interest at 14.5% per annum,
payable quarterly commencing April 1, 1996. The note is
collateralized by the notes receivable due from club
members for the Premier Membership Program at December
15, 1995 and additions thereafter (see Note 10). The
loan matures on December 15, 2002, at which time all
principal and any accrued unpaid interest is due. The
principal amount due at maturity of the note includes
an amount, in addition to principal and accrued
interest, sufficient to provide the lender an internal
rate of return of 18.5% per annum. [see (c) below]. 10,000
An unsecured promissory note dated October 7, 1994 with
interest at 7% per annum. The first interest payment is
due October 7, 1995, with subsequent payments of
interest due semiannually commencing April 1, 1996.
Principal payments commence October 7, 1996 in the
amount of $240 increasing to $400 in the year 2003 with
a balloon payment of $5,040 due October 7, 2004. 8,000
An unsecured promissory note dated October 7, 1994 with
interest at 7% per annum. The first interest payment is
due October 7, 1995, with subsequent payments of
interest due semiannually commencing April 1, 1996.
Principal payments commence October 7, 1996 in the
amount of $60 increasing to $100 in the year 2003 with
a balloon payment of $1,260 due October 7, 2004. 2,000
An unsecured promissory note dated October 7, 1994 with
interest at 7% per annum. Annual principal payments of
$100 plus interest commence October 7, 1995. $ 100
A note payable dated March 31, 1991 for $600 to fund the
redevelopment and renovation of a resort restaurant.
Principal and interest payments are made monthly over a
five-year term at an interest rate of prime plus 2.5%
(11.0% at December 31, 1995). 112
--------
143,236
Current portion of mortgage and other loans payable (2,347)
--------
$140,889
========
</TABLE>

- ---------------

(a) On October 11, 1994, the Partnership exercised its call option (the "1994
Refinancing") and paid $45,086 to reduce the then outstanding principal
balance of $55,000 on this subordinated note to $500,

F-68
<PAGE> 117
BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS OF DOLLARS) -- (CONTINUED)

resulting in a gain on debt restructuring of $6,704, net of $2,710 in
capitalized costs on the repaid subordinated note which were written off
as a result of the restructuring.

Also on October 11, 1994, the Partnership entered into a $48,500
subordinated note agreement with a new lender. The proceeds of the note
were reduced by a $1,000 commitment fee and used to make the $45,086
payment described above and to pay accrued interest of $216 on the repaid
subordinated note, resulting in net cash proceeds of $2,198.

(b) The Partnership's subordinated note in the original principal amount of
$48,500 was retired on September 29, 1995 (the "1995 Refinancing"). The
total principal and interest owed to the Lender under the note was
$50,241. An additional Payoff Premium of $1,500 was also owed to the
Lender under the note. The Partnership made a cash payment of $1,741 to
the Lender for accrued interest at September 29, 1995 and refinanced
$50,000 with the issuance of a $50,000 subordinated note. As a result of
the 1995 Refinancing, approximately $1,696 in deferred loan costs were
written off resulting in a loss on extinguishment of debt of said amount.

In connection with the 1995 Refinancing, the Partnership paid $389 in
closing costs and legal fees. These loan costs were capitalized and are
being amortized on a straight line basis over the term of the loan.

(c) On December 15, 1995, the Partnership entered into a $10,000 promissory
note, the proceeds of which were deposited into an escrow account. The
balance in the escrow account at December 31, 1995 is $9,864 and is
included in restricted cash and short-term investments in the accompanying
balance sheet. The proceeds of the note are to be used for the
construction of certain hotel property.

The Note is prepayable at any time, provided that any prepayments made
prior to December 15, 2000 require a prepayment fee sufficient to provide
the holder an internal rate of return of 16% per annum through December 15,
2000 based upon a yield maintenance formula.

(d) The note calls for $1,000 fee due upon payoff. This fee is being accreted
over the life of the loan. At December 31, 1995, included in deferred loan
costs is approximately $968, which represents the $1,000 fee less
accumulated accretion of $32.

Under the terms of the senior and subordinated mortgage notes described
above, certain amounts are required to be deposited in an escrow account for the
purposes of paying personal and real property taxes. The balance in the personal
and real property taxes account was $853 at December 31, 1995. The terms of
these mortgages also require funds to be escrowed for capital repairs and
replacements to the resort. The balance in the capital repair and replacement
escrow account was $2,148 at December 31, 1995.

The mortgage loan agreements include certain restrictive covenants
including, among other things, the maintenance of a senior debt service ratio,
as defined, of 1.75 to 1 and a subordinate debt service coverage ratio, as
defined, of 1.2 to 1, restrictions on general and limited partner distributions
and limitations on the incurrence of new debt.

6. BANYAN MORTGAGE LOANS

The Banyan mortgage loans consisted of three matured first mortgage loans
collateralized by certain land (the Marina Parcel) and the Boca Golf and Tennis
Country Club. At December 31, 1994, the mortgage loans had principal balances of
$8,100, $10,354 and $2,031 and accrued interest totaled $4,388. During 1994 and
1995, no principal payments were made, other than as described below, and, in
accordance with the terms of the agreements, interest totaling $2,419 was
incurred in 1994.

On December 29, 1994 (the Settlement Date), the Partnership entered into a
settlement agreement which called for the following: (1) a payment of $1,000,
which was made on November 29, 1994, and applied against outstanding principal;
(2) a payment to be made of $3,500, plus interest accrued from the Settlement
Date to the date of payment, to release the Boca Golf and Tennis Country Club
from the mortgage loans; and (3) a foreclosure sale on the Marina Parcel, to be
held subsequent to December 31, 1994.

F-69
<PAGE> 118
BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS OF DOLLARS) -- (CONTINUED)

On January 17, 1995, the Partnership made the $3,500 payment, plus accrued
interest of $18, and on January 26, 1995, a foreclosure sale was held and the
lender obtained ownership of the Marina Parcel.

The settlement is deemed to have occurred at the time the $3,500 payment
was made and the foreclosure sale was held. Accordingly, in 1995, the
Partnership recognized a net gain of $12,024 consisting of $21,373 in
forgiveness of principal and interest offset by a write-off of $9,349
representing the carrying value of the Marina Parcel.

The Partnership agreed to lease the Marina Parcel from the owner for $8 per
month which terminated December 1, 1996 and was subsequently extended to January
1, 1997. On January 2, 1997, the Partnership entered into an agreement with the
owner for the right of partial use of the marina property. The agreement's
initial term expires on September 1, 1997 and is automatically renewable upon
notice, unless terminated by either property owner or the Partnership.

7. SERVICES AGREEMENT

The Partnership has entered into a services agreement with an individual to
provide executive services. Pursuant to the agreement, the individual has agreed
to serve as a director of the corporate general partner of BRMC. The term of the
agreement is ten years commencing on January 1, 1993. As compensation for these
services, the individual receives the following:

1. Basic advisory fee of not less than $150 per year payable in equal
monthly installments.

2. For the first three calendar years, a guaranteed bonus equal to the
greater of $35 or 2.5% of the Partnership's adjusted contract year earnings
in excess of the contract year base level earnings.

3. Complimentary Premier Club membership.

The basic advisory fee of $150 was paid to the individual in 1994, 1995 and
1996. Cumulative bonuses totaling $107 have been accrued and are included in
other accounts payable and accrued expenses at December 31, 1996.

8. OTHER RELATED PARTY TRANSACTIONS

As described in Note 3, BRMC is entitled to receive several forms of
compensation. In respect to Note 3 subparagraph 1, the Partnership paid $600 in
supervisory management fees during 1994, 1995 and 1996. In connection with Note
3 subparagraph 2, 3, 4 and 5, the following sets forth the extent of amounts
owed by the Partnership to BRMC.

<TABLE>
<S> <S> <C>
Fees incurred in 1993
Capital raising fee(1).................................... $ 1,650
Debt reduction fee(2)..................................... 1,416
---------
Balance due as of December 31, 1993......................... 3,066
Less: Payment made in 1994 in connection with balance due as
of December 31, 1993.................................. (500)
Plus: Fees incurred in 1994
Capital raising fee(3)................................ 728
Debt reduction fee(4)................................. 1,140
Settlement fee(5)..................................... 400
---------
Balance due as of December 31, 1994......................... 4,834
</TABLE>

F-70
<PAGE> 119
BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS OF DOLLARS) -- (CONTINUED)

<TABLE>
<S> <C>
Plus: Fees incurred in 1995
Debt restructuring fee(6)................................ 243
Capital raising fee(7)................................... 173
Debt reduction fee(8).................................... 650
---------
Balance due as of December 31, 1995......................... 5,900
Less: Payment made in 1996 in connection with balance due as
of December 31, 1995.................................. (4,500)
Plus: Capital raising fee incurred in 1996(9)............... 2,325
---------
Balance due as of December 31, 1996......................... $ 3,725
=========
(1) Aggregate new money raised in 1993.......................... 110,000
Capital raising fee (@ 1.5%)................................ 1,650
(2) Original principal replaced................................. 154,908
Less: Replacement financing................................. (140,750)
---------
Debt reduction amount....................................... 14,158
=========
Debt reduction fee (@ 10%).................................. 1,416
(3) Aggregate new money raised in 1994.......................... 48,500
Capital raising fee (@ 1.5%)................................ 728
(4) Original principal replaced................................. 25,200
Less: Loan payments......................................... (4,500)
Value of Marina Parcel per settlement....................... (9,300)
---------
Debt reduction amount....................................... 11,400
=========
Debt reduction fee (@ 10%).................................. 1,140
(5) RMA settlement fee.......................................... 400
(6) Debt restructured in 1995................................... 48,500
Debt restructuring fee (@ 0.5%)............................. 243
(7) Aggregate new money raised in 1995.......................... 11,500
Capital raising fee (@ 1.5%)................................ 173
(8) Original principal replaced................................. 54,500
Less: Replacement financing payoff amount................... (51,000)
Plus: New money included in replacement financing........... 3,000
---------
Debt reduction amount....................................... 6,500
=========
Debt reduction fee (@ 10%).................................. 650
(9) Aggregate new money raised in 1996.......................... 155,000
Capital raising fee (@ 1.5%)................................ $ 2,325
</TABLE>

Payment of the balance due BRMC at December 31, 1996 is restricted in
accordance with provisions of the First Mortgage Notes. There is $25 due to the
BRMC from future distribution to Limited Partners for the participation fee on
the $2,500 distribution made during 1996.

In 1994, the Partnership received $500 from an affiliate of VMSRIL for
reimbursement of a percentage of shared executives' salaries and benefits and
$60 for office space rental.

9. PROFIT SHARING PLAN

On January 1, 1987, the Partnership established the Boca Raton Hotel and
Beach Club Employees Savings and Thrift Plan and Trust (the "BEST Plan").
Substantially all employees are eligible to participate

F-71
<PAGE> 120

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS OF DOLLARS) -- (CONTINUED)

in the BEST Plan. The BEST Plan allows participants to contribute up to 16% of
their total compensation. The Partnership is required to contribute 50% of the
first 6% of the employee's earnings. The Partnership's contributions to the BEST
Plan were $360, $362, and $387 for the years ended December 31, 1994, 1995, and
1996, respectively.

10. PREMIER CLUB MEMBERSHIP DEPOSITS AND CREDITS

During 1991, the Partnership introduced the Premier Club at the resort
complex. The program requires an initial membership deposit and annual dues
based on the number and type of facilities the member uses.

Under the terms of the Premier Club, commencing in January 1991,
applications for membership required a deposit of $15 ($12 for members under a
prior program). The required deposit was increased to $18 as of May 1, 1992, $22
as of May 1, 1993, $25 as of May 1, 1994 and $28 as of May 1, 1995 and $30 as of
May 1, 1996. As of December 31, 1996, the Partnership has recorded membership
deposits of $59,287, of which $47,201 has been either received or credited. As
of December 31, 1996, $1,912 of membership notes bear interest at 7% per annum
and the remaining balance of $10,174 is non-interest bearing. The membership
notes will be collected by 2003 as follows:

<TABLE>
<S> <C>
1997........................................................ $ 3,840
1998........................................................ 3,327
1999........................................................ 2,723
2000........................................................ 1,565
2001........................................................ 565
Thereafter.................................................. 66
-------
$12,086
=======
</TABLE>

Premier Club deposits are net of a deposit credit of $3,584 and $3,462 at
December 31, 1995 and 1996, respectively, granted to members of a prior
membership program. The deposit credit is amortized on the interest method over
30 years. If any member paying over time suspends payments, amounts paid to date
will be forfeited and recognized as income. Fully paid deposits are refundable
upon the death of a member or a member's spouse and upon the expiration of the
30-year membership term (subject to renewal). The deposit is refundable upon a
member's resignation from the Premier Club, but only out of the proceeds of the
membership deposit of the fifth new member to join the Premier Club following
refund of all previously resigned members' deposits.

11. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

On August 5, 1993, the Partnership entered into agreements to lease food
and beverage operations at the Deer Creek and Carolina country club facilities.
The Partnership is entitled to food and beverage revenues from the operation of
the facilities and is obligated to pay all employee costs, certain maintenance
costs and 50% of the following: real and personal property taxes, insurance
premiums and common area maintenance costs, and certain other items, in
accordance with the terms of the agreements. For the years ended December 31,
1994, 1995 and 1996, rental and other expenses include net losses from these
leases operations of $365, $261 and $431, respectively, which are net of food
and beverage revenues totaling $5,164, $5,241 and $5,018, respectively. Included
in the net losses from these operations are rent expense under the related
leases of $305, $397 and $321, respectively.

F-72
<PAGE> 121

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS OF DOLLARS) -- (CONTINUED)

Minimum future obligations under operating leases, in effect at December
31, 1996, for certain equipment and the Deer Creek and Carolina food and
beverage operations are as follows:

<TABLE>
<S> <C>
1997........................................................ $1,620
1998........................................................ 1,522
1999........................................................ 1,386
2000........................................................ 343
2001........................................................ 327
Thereafter.................................................. 321
------
$5,519
======
</TABLE>

Rent expense under operating leases, excluding rent expense under the Deer
Creek and Carolina country club leases, totaled $566, $1,290 and $1,493 for the
years ended December 31, 1994, 1995 and 1996, respectively.

In conjunction with the closing of the First and Second Mortgage Notes,
bonuses totaling $1,000 were paid to certain employees of the Partnership.

State of Florida Department of Revenue performed audits of the
Partnership's Sales and Use and Intangible taxes for the periods March 31, 1991
to December 31, 1995 and January 1, 1991 to January 1, 1995, respectively. The
Partnership was assessed an additional $248 of taxes and $106 of interest. The
Partnership disputes the assessments and believes it will be successful in
defending its position. Accordingly, no additional liability has been accrued.

The Partnership and KSL Recreation Corporation (KSL) entered into a
settlement agreement and general release on April 24, 1996. In accordance with
the settlement agreement, the Partnership agreed to pay KSL an amount totaling
$1,250, in exchange for mutual releases and discharges from all actions and
obligations from their respective suits. In accordance with the agreement, the
Partnership paid $750 and agreed to pay $500 on or before June 30, 1998. At
December 31, 1995, $950 was included in accrued settlement cost in the
accompanying balance sheet.

The Partnership is subject to various actions arising out of the operations
of its business. Management is vigorously defending these actions and believes
that all actions are adequately covered by insurance.

In November 1995, the Partnership began Phase I of a planned $40,000
expansion of the Resort. At December 31, 1996, the Partnership incurred $15,148
of costs related to the expansion; $8,396 was completed in 1996 and includes
building of a parking garage and tennis courts. The balance of the expansion
plan encompasses construction of a new conference center, completion of a
fitness center and certain other minor improvements to the Resort facilities.
Construction of the new conference center commenced in September 1996. As of
December 31, 1996 and in connection with the Project, the Partnership had
contractual commitments for capital expenditures of $28,406 of which $1,507 is
included in other accounts payable and accrued expenses in the accompanying
balance sheet.

12. SUBSEQUENT EVENTS

On March 20, 1997, BRMC, BRMC's corporate general partner, and the
Partnership entered into a Contribution and Exchange Agreement with Florida
Panthers Holdings, Inc. (Panthers) and Panthers BRHC Limited to convey
substantially all of the assets and liabilities of the Partnership in exchange
for cash and ownership interests (as defined in the agreement) in Florida
Panthers Holdings, Inc. This exchange of interests, which is subject to approval
of the limited partners of the Partnership and the shareholders of Panthers, has
an agreed-upon value of approximately $325,000 and is to close within five days
of registering Panthers BRHC Limited shares and Panthers shares and warrants
under the Securities Act of 1933 and under applicable state securities law.

F-73
<PAGE> 122

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To The Partners of
LeHill Partners L.P.:

We have audited the accompanying consolidated balance sheet of LeHill
Partners L.P. and consolidated entities (a Delaware limited partnership) as of
December 31, 1996, and the related consolidated statements of operations,
changes in partners' capital and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of LeHill Partners L.P. and
consolidated entities as of December 31, 1996, and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
September 11, 1997.

F-74
<PAGE> 123

LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES

CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS:
Cash and cash equivalents................................. $ 8,819
Deposit held in escrow with closing agent................. 142
Restricted investments.................................... 3,600
Accounts receivable, net of allowance for doubtful
accounts of $179....................................... 1,603
Inventories............................................... 710
Mortgage notes receivable, current portion................ 1,683
Prepaid expenses and other assets......................... 932
-------
Total current assets................................... 17,489
PROPERTY AND EQUIPMENT, AT COST:
Land...................................................... 986
Building and improvements................................. 6,885
Furniture and equipment................................... 3,134
-------
11,005
Less accumulated depreciation............................. 1,094
-------
Property and equipment, net............................ 9,911
MORTGAGE NOTES RECEIVABLE, NONCURRENT PORTION............... 2,054
CASH AND CASH EQUIVALENTS RESTRICTED FOR FUTURE MAJOR
REPAIRS AND REPLACEMENTS.................................. 2,354
INVESTMENTS RESTRICTED FOR FUTURE MAJOR REPAIRS AND
REPLACEMENTS.............................................. 1,026
-------
Total assets...................................... $32,834
=======

LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable and accrued expenses..................... $ 1,909
Accrued payroll expenses.................................. 757
Accrued property tax expenses............................. 368
Deferred revenue.......................................... 2,173
Due to unit owners........................................ 151
Due to former AUO manager................................. 640
-------
Total current liabilities......................... 5,998
MINORITY INTEREST IN CONSOLIDATED ENTITIES.................. 5,005
PARTNERS' CAPITAL........................................... 21,831
-------
Total liabilities and partners' capital........... $32,834
=======
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of this balance sheet.

F-75
<PAGE> 124

LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES

CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)

<TABLE>
<S> <C>
REVENUE:
Resort operations
Rooms.................................................. $ 19,394
Food and beverage...................................... 13,684
Other departments...................................... 3,844
Other income........................................... 784
--------
Total resort operations........................... 37,706
Interest income........................................... 1,102
Excess of proceeds received over basis of mortgages....... 1,033
Excess distribution proceeds received..................... 1,152
Other..................................................... 61
--------
Total revenue..................................... 41,054
--------
EXPENSES:
Resort operations
Cost of sales.......................................... 4,624
Payroll and related expenses........................... 8,096
Property operations and maintenance.................... 2,159
Other operating and administrative expenses............ 8,809
Management fees........................................ 1,410
Marketing.............................................. 2,908
Depreciation and amortization.......................... 912
Real estate taxes...................................... 352
--------
Total resort operations........................... 29,270
Other expenses............................................ 100
--------
Total expenses.................................... 29,370
--------
INCOME BEFORE MINORITY INTEREST............................. 11,684
MINORITY INTEREST IN OPERATIONS OF CONSOLIDATED ENTITIES.... (4,679)
--------
NET INCOME.................................................. $ 7,005
PRO FORMA ADJUSTMENT TO REFLECT INCOME TAXES................ (2,702)
--------
PRO FORMA NET INCOME........................................ $ 4,303
========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of this statement.

F-76
<PAGE> 125

LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES

CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL
YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)

<TABLE>
<S> <C>
PARTNERS' CAPITAL, January 1, 1996.......................... $28,648
Distributions............................................. (13,822)
Net income................................................ 7,005
-------
PARTNERS' CAPITAL, December 31, 1996........................ $21,831
=======
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of this statement.

F-77
<PAGE> 126

LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES

CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income from operations................................ $ 7,005
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 912
Provision for doubtful accounts........................ 19
Minority interest in operations of consolidated
entities.............................................. 4,679
Change in assets and liabilities:
Accounts receivable.................................. 1,600
Inventories.......................................... (43)
Prepaid expenses and other assets.................... 822
Accounts payable and accrued expenses................ 417
Deferred revenue..................................... 377
-------
Net cash provided by operating activities......... 15,788
-------
CASH FLOWS FROM INVESTING ACTIVITIES:
Deposit held in escrow with closing agent................. (142)
Acquisition of mortgage notes receivable.................. (690)
Repayment of mortgage notes receivable.................... 2,977
Additions to property and equipment....................... (3,204)
Increase in cash restricted for future major repairs and
maintenance............................................ (2,287)
Sale of restricted marketable securities.................. 2,401
Purchase of marketable securities......................... (3,202)
Decrease in other assets.................................. 19
-------
Net cash used in investing activities............. (4,128)
-------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners................................. (13,822)
Decrease in due to unit owners............................ (1,882)
Distributions to minority partners........................ (2,084)
Payments made on behalf of minority partners.............. (983)
-------
Net cash used in financing activities............. (18,771)
-------
NET DECREASE IN CASH AND CASH EQUIVALENTS................... (7,111)
CASH AND CASH EQUIVALENTS, beginning of year................ 15,930
-------
CASH AND CASH EQUIVALENTS, end of year...................... $ 8,819
-------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest............................................... $ 30
=======
Income taxes........................................... $ 77
=======
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
Debt reclassified to deferred revenue..................... $ 483
=======
Acquisition of units of hotel and reduction of mortgage
notes receivable through foreclosures and deeds in lieu
of foreclosure......................................... $ 6,504
=======
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of this statement.

F-78
<PAGE> 127

LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996

1. BACKGROUND OF THE PARTNERSHIP AND OPERATIONS:

The accompanying consolidated financial statements of LeHill Partners L.P.
(the "Partnership") consist of the accounts of the Partnership and the combined
financial statements of the accounts maintained by the Registry Hotel
Corporation for the individual unit owners of the Registry Hotel at Pelican Bay
("Registry Resort") and the Association of Unit Owners of the Registry Hotel at
Pelican Bay, Inc. ("AUO"). The Partnership owned a 60% interest in the AUO as of
December 31, 1996. All material intercompany transactions and balances have been
eliminated in consolidation.

The Partnership was formed on February 22, 1995 by Pelican Hill Associates,
L.P. ("Pelican Hill"), the sole general partner, ResortHill, Inc. ("RHI"),
LW-LP, Inc. ("LW-LP") and Blakely Capital Inc. ("Blakely") to acquire 100% of
the participation interests in approximately 319 first mortgages collateralized
by the property and 18 condominium units in the 474-unit Registry Resort located
in Naples, Florida. The Partnership owned 283 of the condominium units and held
60 first mortgages at December 31, 1996. The Partnership Agreement, as amended,
provides for income allocations, additional capital contributions, and
distributions among the partners.

The Partnership is a member of the AUO, a nonresidential hotel condominium
association, and has entered into an Agency Agreement under which the revenue of
Registry Resort and the commercial units are pooled and allocated to the
investors after deducting operating expenses and management fees.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Accounting

The accompanying financial statements include the accounts of the
Partnership prepared on the accrual basis of accounting in accordance with
generally accepted accounting principles.

(b) Cash and Cash Equivalents

For the purpose of these statements, the Partnership's policy is to
consider all highly liquid instruments with original maturities of three months
or less to be cash equivalents.

Inventories are stated at the lower of first-in, first-out cost or market.
Inventories consist of food, beverage and operating supplies.

(d) Depreciation

Depreciation is generally computed using the straight-line method over the
estimated economic lives of five years for personal property, and principally 40
years for buildings and improvements.

(e) Property and Equipment

Property and equipment are carried at cost. Repairs and maintenance costs
are charged to operations as incurred. Significant betterments and improvements
are capitalized and depreciated over their estimated economic lives.

(f) Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make estimates and
assumptions that affect the reported amounts of assets and

F-79
<PAGE> 128

LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
DECEMBER 31, 1996

liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these estimates.

(g) Investments and Cash and Cash Equivalents Restricted For Future Major
Repairs and Replacement

Pursuant to the AUO's governing documents, funds are required to be
reserved for future major repairs and replacements. Reserved funds are to be
held in separate accounts and are unable to be used for expenditures for normal
operations.

(h) Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents, investments, receivables,
other assets, accounts payable and accrued expenses and deferred revenue
approximates fair value because of the short maturity of these instruments.

Fair value estimates are made at a specific point in time, based on
relevant market information about the financial instrument. These estimates are
subjective in nature and involve uncertainties and matters of significant
judgment, and therefore cannot be determined with precision. The assumptions
used have a significant effect on the estimated amounts reported.

3. INCOME TAXES

No provision for income taxes has been made in the accompanying
consolidated financial statements as the liability for such taxes is that of the
partners of the Partnership and the unit owners of Registry Resort. Since the
AUO is a nonresidential hotel condominium association, nonexempt and investment
income are subject to tax at normal corporate rates. The accompanying
consolidated statement of operations includes pro forma adjustments to reflect
the income tax provision which would be incurred if the Partnership were a
taxable corporation.

4. MORTGAGE NOTES RECEIVABLE

On February 24, 1995, the Partnership acquired a majority participation
interest in 319 mortgage loans collateralized by Registry Resort of which 87.56%
and 12.44% of their interests were acquired from the Resolution Trust
Corporation and affiliates, respectively. The promissory notes acquired by the
Partnership, which had an aggregate outstanding balance of principal and accrued
interest at closing of $56.5 million were purchased by the Partnership for $27.3
million. These notes receivable represent recourse first mortgage loans
requiring monthly payments of principal and interest with varying maturities of
30 years from dates of original execution. The interest rate is adjusted every
five years based on the average yield of United States Treasury Securities,
five-year maturities, plus 3%. The balance of the Partnership's net mortgage
notes receivable at December 31, 1996 is as follows (in 000's):

<TABLE>
<S> <C>
Current principal balance plus unamortized accrued interest
at date of acquisition.................................... $ 9,597
Difference between principal and accrued interest at date of
acquisition and acquisition price......................... (5,860)
-------
Total mortgage notes receivable............................. 3,737
Less current portion........................................ (1,683)
-------
Long-term portion of mortgage notes receivable.............. $ 2,054
=======
</TABLE>

F-80
<PAGE> 129

LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1996

Payments of interest and principal related to mortgage notes receivable
totalled $1.0 million during the year ended December 31, 1996.

5. RELATED PARTY TRANSACTIONS

Pursuant to the terms of the partnership agreement, an asset management fee
of $120,000 for the year ended December 31, 1996 was paid to RHI, as a
co-general partner of Pelican Hill.

6. MANAGEMENT AGREEMENTS

Registry Resort is operated under a management agreement between Property
Directions, Inc., AUO's manager, and the Registry Hotel Corporation, as
operator. The agreement provides for a basic management fee equal to 2.5% of the
"Basic Fee Base" (as defined) and an incentive fee of 20% of the "Incentive Fee
Base" (as defined).

During 1996, the AUO incurred the following management fees (in 000's):

<TABLE>
<S> <C>
Basic management fees....................................... $ 929
Incentive fee............................................... 237
AUO manager fees............................................ 124
------
$1,290
======
</TABLE>

The agreement provides a separate fee of up to 1% of guest-room revenue for
actual expenses incurred related to advertising of Registry Resort ("license
fee"). The license fee totaled approximately $194,000 for the year ended
December 31, 1996 and is included in management fees in the accompanying
consolidated statement of operations.

7. EXCESS DISTRIBUTION PROCEEDS RECEIVED

Prior to 1996, the Company had a right to certain funds held in escrow for
unit owners which were derived from the operations of Registry Resort. These
funds were released in 1996 and are recorded as excess distribution proceeds
received in the accompanying consolidated statement of operations.

8. SUBSEQUENT EVENTS

On May 19, 1997, the sole shareholder of RHI, (a co-general partner of
Pelican Hill), agreed to purchase the entire interests of LW-LP and certain of
the other partners of Pelican Hill for a purchase price of approximately $72
million subject to an adjustment to reflect changes in the closing date, the
capital contributions needed to close current condominium purchases, or a change
in the current number of condominium units under contract for sale to Florida
Panthers Holdings, Inc.

Pursuant to the Merger Agreement consummated on August 13, 1997, Florida
Panthers Holdings, Inc. acquired interests constituting approximately 68% of
Registry Resort in exchange for approximately $75.5 million in cash, together
with 918,174 shares and warrants to purchase 325,000 shares of the Company's
Class A Common Stock.

F-81
<PAGE> 130

LEHILL PARTNERS, L.P. AND CONSOLIDATED ENTITIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1997
(IN THOUSANDS)

<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 8,491
Restricted investments.................................... 2,942
Accounts receivable, net.................................. 2,596
Inventories............................................... 678
Mortgage notes receivable, current portion................ 301
Prepaid expenses and other assets......................... 1,334
-------
Total current assets.............................. 16,342
PROPERTY AND EQUIPMENT, NET................................. 12,921
MORTGAGE NOTES RECEIVABLE, NONCURRENT PORTION............... 2,329
CASH AND INVESTMENTS RESTRICTED FOR FUTURE REPAIRS AND
REPLACEMENTS.............................................. 3,523
-------
Total assets...................................... $35,115
=======
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable and accrued expenses..................... $ 3,331
Deferred revenue.......................................... 980
Other current liabilities................................. 25
-------
Total current liabilities......................... 4,336
MINORITY INTEREST IN CONSOLIDATED ENTITIES.................. 4,637
PARTNERS' CAPITAL........................................... 26,142
-------
Total liabilities and partners' capital........... $35,115
=======
</TABLE>

The accompanying notes are an integral part of these statements.

F-82
<PAGE> 131

LEHILL PARTNERS, L.P. AND CONSOLIDATED ENTITIES

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30,
(IN THOUSANDS)

<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
REVENUE..................................................... $26,659 $23,758
OPERATING EXPENSES:
Cost of leisure and recreation services................... 9,621 8,883
Selling, general and administrative....................... 7,562 7,085
Amortization and depreciation............................. 520 397
------- -------
Total operating expenses.......................... 17,703 16,365
------- -------
OPERATING INCOME............................................ 8,956 7,393
INTEREST AND OTHER INCOME................................... 426 2,666
MINORITY INTEREST IN OPERATIONS OF CONSOLIDATED ENTITIES.... (3,860) (4,450)
------- -------
NET INCOME.................................................. $ 5,522 $ 5,609
PRO FORMA ADJUSTMENT TO REFLECT INCOME TAXES................ 2,130 2,164
------- -------
PRO FORMA NET INCOME........................................ $ 3,392 $ 3,445
======= =======
</TABLE>

The accompanying notes are an integral part of these statements.

F-83
<PAGE> 132

LEHILL PARTNERS, L.P. AND CONSOLIDATED ENTITIES

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30,
(IN THOUSANDS)

<TABLE>
<CAPTION>
1997 1996
------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 5,522 $ 5,609
Adjustments to reconcile net income to net cash provided
by operating activities:
Minority interest...................................... 3,860 4,450
Amortization and depreciation.......................... 520 397
Changes in operating assets and liabilities:
Accounts receivable.................................... (993) 770
Inventories............................................ 32 (29)
Other assets........................................... (402) 463
Accounts payable and accrued expenses.................. 298 495
Deferred revenue and other liabilities................. (1,344) (3,280)
------- --------
Net cash provided by operating activities......... 7,493 8,875
------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease (increase) in cash restricted for future repairs
and maintenance........................................ 656 (3,422)
Acquisition of mortgage notes receivable.................. -- (690)
Principal received on mortgage notes receivable........... 1,107 2,762
Additions to property and equipment....................... (3,530) (1,804)
------- --------
Net cash used in investing activities............. (1,767) (3,154)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners and minority partners........... (6,079) (12,871)
Borrowings under notes payable............................ 25 400
------- --------
Net cash used in financing activities............. (6,054) (12,471)
------- --------
Decrease in cash and cash equivalents............. (328) (6,750)
CASH AND CASH EQUIVALENTS, at beginning of period........... 8,819 15,930
------- --------
CASH AND CASH EQUIVALENTS, at end of period................. $ 8,491 $ 9,180
======= ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid............................................. $ -- $ 15
======= ========
Income taxes paid......................................... $ -- $ 38
======= ========
SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING ACTIVITIES:
Acquisition of units of hotel and reduction of mortgage
notes receivable through foreclosures and deeds in lieu
of foreclosure......................................... $ 1,021 $ 4,577
======= ========
</TABLE>

The accompanying notes are an integral part of these statements.

F-84
<PAGE> 133

LEHILL PARTNERS, L.P. AND CONSOLIDATED ENTITIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. INTERIM FINANCIAL STATEMENTS

The accompanying unaudited financial statements of LeHill Partners, L.P.
and consolidated entities as of June 30, 1997 and for the six months ended June
30, 1997 and 1996 have been prepared by the Company without audit pursuant to
the rules and regulations of the Securities and Exchange Commission. Certain
information related to the Company's organization, significant accounting
policies and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principals have been
condensed or omitted. The financial information furnished herein reflects all
adjustments consisting of normal recurring accruals that, in the opinion of
management, are necessary for a fair presentation of the results for the interim
period. The results of operations for the six-month period ended June 30, 1997
are not necessarily indicative of the results to be expected for the entire year
primarily due to seasonal variations.

2. INCOME TAXES

No provision for income taxes has been made in the accompanying
consolidated financial statements as the liability for such taxes is that of the
partners and unit owners of the hotel. The accompanying consolidated statements
of operations include pro forma adjustments to reflect the income tax provision
which would be incurred if the partnership were a taxable corporation.

F-85
<PAGE> 134

======================================================

NO DEALER, SALESPERSON, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES 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 ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN
OFFER TO BUY ANY SECURITY OTHER THAN THE CLASS A COMMON STOCK OFFERED HEREBY.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Prospectus Summary.................... 2
Summary Financial Data................ 5
Risk Factors.......................... 6
Price Range of Class A Common Stock... 10
Dividend Policy....................... 10
Selected Financial Data............... 11
Management's Discussion and Analysis
of Financial Condition And Results
of Operations....................... 12
Business.............................. 19
Management............................ 33
Executive Compensation................ 36
Certain Transactions.................. 38
Principal Stockholders................ 39
Selling Stockholders.................. 41
Description of Capital Stock.......... 43
Plan of Distribution.................. 46
Legal Matters......................... 47
Experts............................... 47
Additional Information................ 47
Index to Financial Statements......... F-1
</TABLE>

======================================================

18,609,491 SHARES

LOGO

FLORIDA PANTHERS HOLDINGS, INC.

CLASS A COMMON STOCK
------------------------

PROSPECTUS
------------------------

OCTOBER , 1997

======================================================
<PAGE> 135

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. 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 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Florida Business Corporation Act. Section 607.0850(1) of the Florida
Business Corporation Act (the "FBCA") provides that a Florida corporation, such
as the Company, shall have the power to indemnify any person who was or is a
party to any proceeding (other than an action by, or in the right of, the
corporation), by reason of the fact that he 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 the corporation or is
or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise against liability incurred in connection with such proceeding,
including any appeal thereof, if he acted in good faith and in a manner he
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
reasonable cause to believe his conduct was unlawful.

Section 607.0850(2) of the FBCA provides that a Florida corporation shall
have the power to indemnify any person, who was or is a party to any proceeding
by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he 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, partnership, joint
venture, trust or other enterprise, against expenses and amounts paid in
settlement not exceeding, in the judgment of the board of directors, the
estimated expense of litigating the proceeding to conclusion, actually and
reasonably incurred in connection with the defense or settlement of such
proceeding, including any appeal thereof. Such indemnification shall be
authorized if such person acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation,
except that no indemnification shall be made under this subsection in respect of
any claim, issue, or matter as to which such person shall have been adjudged to
be liable unless, and only to the extent that, the court in which such
proceeding was brought, or any other court of competent jurisdiction, shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.

Section 607.850 of the FBCA further provides that: (i) to the extent that a
director, officer, employee or agent of a corporation has been successful on the
merits or otherwise in defense of any proceeding referred to in subsection (1)
or subsection (2), or in defense of any proceeding referred to in subsection (1)
or subsection (2), or in defense of any claim, issue, or matter therein, he
shall be indemnified against expense actually and reasonably incurred by him in
connection therewith; (ii) indemnification provided pursuant to Section 607.0850
is not exclusive; and (iii) the corporation may purchase and maintain insurance
on behalf of a director or officer of the corporation against any liability
asserted against him or incurred by him in any such capacity or arising out of
his status as such whether or not the corporation would have the power to
indemnify him against such liabilities under Section 607.0850.

II-1
<PAGE> 136

Notwithstanding the foregoing, Section 607.0850 of the FBCA provides that
indemnification or advancement of expenses shall not be made to or on behalf of
any director, officer, employee or agent if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute: (i) a violation of the
criminal law, unless the director, officer, employee or agent had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct was unlawful; (ii) a transaction from which the director, officer,
employee or agent derived an improper personal benefit; (iii) in the case of a
director, a circumstance under which the liability provisions regarding unlawful
distributions are applicable; or (iv) willful misconduct or a conscious
disregard for the best interests of the corporation in a proceeding by or in the
right of the corporation to procure a judgment in its favor or in a proceeding
by or in the right of a shareholder.

Section 607.0831 of the FBCA provides that a director of a Florida
corporation is not personally liable for monetary damages to the corporation or
any other person for any statement, vote, decision, or failure to act, regarding
corporate management or policy, by a director, unless: (i) the director breached
or failed to perform his duties as a director; and (ii) the director's breach
of, or failure to perform, those duties constitutes: (A) a violation of criminal
law, unless the director had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful; (B) a
transaction from which the director derived an improper personal benefit, either
directly or indirectly; (C) a circumstance under which the liability provisions
regarding unlawful distributions are applicable; (D) in a proceeding by or in
the right of the corporation to procure a judgment in its favor or by or in the
right of a shareholder, conscious disregard for the best interest of the
corporation, or willful misconduct; or (E) in a proceeding by or in the right of
someone other than the corporation or a shareholder, recklessness or an act or
omission which was committed in bad faith or with malicious purpose or in a
manner exhibiting wanton and willful disregard of human rights, safety, or
property.

Articles and Bylaws. The Company's Articles of Incorporation and the
Company's Bylaws provide that the Company shall, to the fullest extent permitted
by law, indemnify all directors of the Company, as well as any officers or
employees of the Company to whom the Company has agreed to grant
indemnification.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

On January 30, 1997, the Company issued and sold 2,460,000 shares of Class
A Common Stock in connection with the private placement (the "Private
Placement") at a price of $27.75 per share to certain accredited investors. The
Private Placement was exempt from registration pursuant to Section 4(2) of the
Securities Act and resulted in net proceeds to the Company of approximately $67
million after deducting placement agency fees and other expenses.

On January 31, 1997, the Company acquired substantially all of the
business, assets and operations of Iceland (Coral Springs) Corp. ("Iceland") and
Iceland Holdings, Inc. ("IHI"), including the business, assets and operations of
an operating twin-pad ice rink facility. The consideration paid by the Company
in connection with these acquisitions included 212,766 shares of Class A Common
Stock. The sale of these 212,766 shares of Class A Common Stock to the sole
shareholder of Iceland and IHI was exempt from registration pursuant to Section
4(2) of the Securities Act.

On March 4, 1997, the Company acquired all of the direct and indirect
ownership interests of Pier 66 and Bahia Mar in exchange for 4,450,000 and
3,950,000 shares of Class A Common Stock, respectively. The issuance of these
shares was exempt from registration pursuant to Section 4(2) of the Securities
Act.

On March 25, 1997, the Company issued 34,760 shares of Class A Common Stock
in connection with the acquisition of the lease rights to operate Gold Coast.
The issuance of the shares was exempt from registration pursuant to Section 4(2)
of the Securities Act.

II-2
<PAGE> 137

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.*****
3.1 -- Amended and Restated Articles of Incorporation of the
Company.*
3.2 -- Form of 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.
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 -- 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.***
10.14 -- Hotel Management Agreement (Bahia Mar), by and between 2301
Rahn Bahia Mar, Ltd. and Rahn Bahia Mar Mgmt., Inc.***
</TABLE>

II-3
<PAGE> 138
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
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.
</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> 139

(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.

II-5
<PAGE> 140

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Post-Effective Amendment to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Fort Lauderdale, State of Florida, on the 28th day of October, 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 to the Registration Statement 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 (Principal October 28, 1997
- ----------------------------------------------------- Executive Officer)
H. Wayne Huizenga

* Vice Chairman October 28, 1997
- -----------------------------------------------------
Richard C. Rochon

* President and Director October 28, 1997
- -----------------------------------------------------
Richard H. Evans

/s/ WILLIAM M. PIERCE Senior Vice President and Chief October 28, 1997
- ----------------------------------------------------- Financial Officer (Principal
William M. Pierce Financial Officer)

* Vice President and Corporate October 28, 1997
- ----------------------------------------------------- Controller (Principal Accounting
Steven M. Dauria Officer)

* Director October 28, 1997
- -----------------------------------------------------
Steven R. Berrard

* Director October 28, 1997
- -----------------------------------------------------
Dennis J. Callaghan

* Director October 28, 1997
- -----------------------------------------------------
Michael S. Egan

* Director October 28, 1997
- -----------------------------------------------------
Chris Evert

* Director October 28, 1997
- -----------------------------------------------------
Harris W. Hudson

* Director October 28, 1997
- -----------------------------------------------------
George D. Johnson, Jr.

* Director October 28, 1997
- -----------------------------------------------------
Henry Latimer

By: /s/ WILLIAM M. PIERCE
------------------------------------------------
William M. Pierce
Attorney-in-Fact
</TABLE>

II-6
<PAGE> 141

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.*****
3.1 -- Amended and Restated Articles of Incorporation of the
Company.*
3.2 -- Form of 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.
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 -- 1996 Stock Option Plan.*
</TABLE>
<PAGE> 142
<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION OF EXHIBIT
- -------- ----------------------
<C> <C> <S>
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 filed as Exhibit 5.1).
24.1 -- Powers of Attorney.
</TABLE>

- ---------------

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As independent certified public accountants, we hereby consent to the use
of our reports (and to all references to our firm) included in or made a part of
this registration statement.

/s/ Arthur Andersen LLP

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,

October 27, 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., included in this Prospectus
of Florida Panthers Holdings, Inc. filed on Post-Effective Amendment No. 1 to
Form S-1 and to the reference to our firm under the heading "Experts."

/s/ KPMG Peat Marwick LLP

KPMG PEAT MARWICK LLP

Fort Lauderdale, Florida,

October 27, 1997.

<PAGE> 1

EXHIBIT 23.3

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (No.
333-37789) 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 appears in such Prospectus. We also
consent to the reference to us under the heading "Experts" in such Prospectus.

Price Waterhouse LLP

Fort Lauderdale, Florida

October 27, 1997

<PAGE> 1

EXHIBIT 23.4

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated January 26, 1996, with respect to the financial
statements of Boca Raton Hotel and Club Limited Partnership included in the
Post-Effective Amendment No. 1 to Registration Statement (Form S-1 No.
333-37789) and related Prospectus of Florida Panthers Holdings, Inc. for the
registration of 18,609,491 shares of its Class A Common Stock.

/s/ Ernst & Young LLP
--------------------------------------
ERNST & YOUNG
West Palm Beach, Florida

October 27, 1997