FLORIDA PANTHERS HOLDINGS INC, DEF 14A, 1997-10-07

FLORIDA PANTHERS HOLDINGS INC
DEF 14A, 1997-10-07
AMUSEMENT & RECREATION SERVICES

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [ ]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>

FLORIDA PANTHERS HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
<PAGE> 2

Logo

October 9, 1997

Dear Stockholder:

We invite you to attend the 1997 Annual Meeting of Stockholders of Florida
Panthers Holdings, Inc. to be held at 3:00 p.m., Eastern Standard Time, on
Monday, November 17, 1997, at The Broward Center for the Performing Arts, Au
Rene Theater, 201 SW Fifth Avenue, Fort Lauderdale, Florida 33312. The matters
to be considered at the meeting are described in the formal Notice and Proxy
Statement on the following pages.

In addition to the specific matters to be acted upon, there will be a
report on the progress of Florida Panthers Holdings, Inc. and an opportunity to
ask questions of general interest to stockholders.

Whether or not you plan to attend in person, it is important that your
shares be represented at the Annual Meeting. The Board of Directors recommends
that stockholders vote FOR each of the matters described in the Proxy Statement
to be presented at the Annual Meeting. PLEASE DATE AND SIGN YOUR PROXY CARD AND
RETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE. Thank you.

Sincerely,

/s/ WAYNE
H. Wayne Huizenga
Chairman of the Board
<PAGE> 3

Logo
FLORIDA PANTHERS HOLDINGS, INC.
450 EAST LAS OLAS BOULEVARD
FORT LAUDERDALE, FLORIDA 33301

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO THE STOCKHOLDERS OF FLORIDA PANTHERS HOLDINGS, INC.:

NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders or any
adjournment or postponement thereof (the "Annual Meeting") of Florida Panthers
Holdings, Inc., a Florida corporation (the "Company"), will be held at 3:00
p.m., Eastern Standard Time, on November 17, 1997, at The Broward Center for the
Performing Arts, Au Rene Theater, 201 SW Fifth Avenue, Fort Lauderdale, Florida
33312 for the following purposes, all of which are set forth more completely in
the accompanying proxy statement:

(1) To elect directors to a term of office expiring at the Company's
1998 Annual Meeting of Stockholders or until a successor of each is duly
elected and qualified;

(2) To consider and vote upon a proposal to amend the Company's 1996
Stock Option Plan (the "Stock Option Plan") to increase, by 2,400,000
shares, the number of shares of Class A common stock, par value $.01 per
share, of the Company which are issuable upon the exercise of stock options
granted or to be granted under the Stock Option Plan;

(3) To consider and vote upon a proposal to approve the
reincorporation of the Company in the State of Delaware; and

(4) To transact such other business as may properly come before the
Annual Meeting.

The Board of Directors has fixed the close of business on September 22,
1997 as the record date for determining those stockholders entitled to notice
of, and to vote at, the Annual Meeting.

You are cordially invited to attend the Annual Meeting in person. EVEN IF
YOU PLAN TO ATTEND IN PERSON, YOU ARE REQUESTED TO DATE, SIGN AND RETURN THE
ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE. You may revoke your proxy at any
time prior to its use.

By Order of the Board of Directors

Richard L. Handley
Senior Vice President and General
Counsel

Fort Lauderdale, Florida
October 9, 1997

PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ENVELOPE PROVIDED FOR THAT PURPOSE.
<PAGE> 4

FLORIDA PANTHERS HOLDINGS, INC.
450 EAST LAS OLAS BOULEVARD
FORT LAUDERDALE, FLORIDA 33301

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Florida Panthers Holdings, Inc., a Florida
corporation (the "Company"), for use at the 1997 Annual Meeting of Stockholders
of the Company or any adjournment or postponement thereof (the "Annual
Meeting"). The Annual Meeting will be held at 3:00 p.m., Eastern Standard Time,
on November 17, 1997, at The Broward Center for the Performing Arts, Au Rene
Theater, 201 SW Fifth Avenue, Fort Lauderdale, Florida 33312.

This Proxy Statement, the Notice of Annual Meeting, the proxy card and the
Company's Annual Report to Stockholders were mailed to stockholders of the
Company on or about October 9, 1997.

RECORD DATE

Only stockholders of record at the close of business on September 22, 1997
(the "Record Date") are entitled to vote at the Annual Meeting.

SHARES OUTSTANDING AND VOTING RIGHTS

As of the Record Date, there were 31,684,565 shares of the Company's Class
A common stock, par value $.01 per share (the "Class A Common Stock") and
255,000 shares of the Company's Class B common stock, par value $.01 per share
(the "Class B Common Stock," and together with the Class A Common Stock, the
"Common Stock"), issued and outstanding, all of which are entitled to be voted
at the Annual Meeting. 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 each
matter submitted to stockholders for approval at the Annual Meeting.
Stockholders do not have the right to cumulative voting for directors.

All of the shares of Class B Common Stock are currently owned by H. Wayne
Huizenga, the Chairman of the Board. Accordingly, Mr. Huizenga is able to
control the outcome of all the matters to be submitted to the Company's
stockholders for approval at the Annual Meeting, including the election of
directors. The National Hockey League (the "NHL") has mandated that Mr. Huizenga
is required to maintain voting control of the Company at all times, unless
otherwise permitted by the NHL. The shares of Class B Common Stock were issued
to Mr. Huizenga solely to satisfy the control requirements of the NHL.

PROXY PROCEDURE

Proxies properly executed and returned in a timely manner will be voted at
the Annual Meeting in accordance with the directions noted thereon. If no
direction is indicated, proxies will be voted for the election of the nominees
named herein as directors, for the other proposals set forth herein, and in
accordance with the judgment of the persons acting under the proxies on other
matters presented for a vote. Any stockholder giving a proxy has the power to
revoke it at any time before it is voted, either in person at the Annual
Meeting, by written notice to the Secretary of the Company or by delivery of a
later-dated proxy.

Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the inspectors of elections appointed for the meeting and will be counted in
determining whether or not a quorum is present. A proxy submitted by a
stockholder may indicate that all or a portion of the shares represented by such
proxy are not being voted by such stockholder with respect to a particular
matter ("non-voted shares"). This could occur, for example, when a broker is not
permitted to vote shares held in "street name" on certain matters in the absence
of instructions from the beneficial owner of the shares. Non-voted shares with
respect to a particular matter will not be considered shares present and
entitled to vote on such matter, although such shares will be counted for
purposes of determining the presence of a quorum. Shares voting to abstain as to
a particular
<PAGE> 5

matter, and directions to "withhold authority" to vote for directors, will not
be considered non-voted shares and will be considered present and entitled to
vote with respect to such matter.

VOTING REQUIREMENTS

Provided that a quorum is present at the Annual Meeting, each director will
be elected and the proposed amendment to the Company's 1996 Stock Option Plan
(the "Stock Option Plan") will be approved and adopted by the affirmative vote
of the holders of a plurality of the total votes represented by the outstanding
shares of the Class A Common Stock and the Class B Common Stock, voting together
as a single class, present at the Annual Meeting, in person or by proxy, and
entitled to vote. The affirmative vote of the holders of a majority of the votes
represented by the outstanding shares of the Class A Common Stock and the Class
B Common Stock, voting together as a class, whether or not present at the Annual
Meeting, who are entitled to vote at the Annual Meeting is required for the
approval and adoption of the Reincorporation. Non-voted shares and abstentions
will have the effect of votes against the proposal to approve the
Reincorporation and will have no effect on the proposal to approve the amendment
to the Stock Option Plan.

COSTS OF SOLICITATION

Proxies will be solicited by the Board of Directors through use of the
mails. Proxies may also be solicited by directors, officers and a small number
of other employees of the Company, either personally, by mail, by telephone, or
otherwise, but such persons will not be compensated for such services. Brokerage
firms, banks, fiduciaries, voting trustees or other nominees will be requested
to forward the soliciting material to each beneficial owner of stock held of
record by them. The entire cost of the solicitation will be borne by the
Company.

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<PAGE> 6

BIOGRAPHICAL INFORMATION REGARDING
DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information, as of the Record Date,
concerning each of the Company's directors and executive officers.

<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>

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.

Richard H. Evans has been the Company's President 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

3
<PAGE> 7

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 Florida Panthers Hockey
Club (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 other 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. During his tenure with
Blockbuster, Mr. Berrard 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

4
<PAGE> 8

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 the Boca Raton Hotel and Club ("Boca Resort") and
was appointed to the Company's Board of Directors in connection with the
Company's 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.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During the fiscal year ended June 30, 1997, the Board of Directors held two
meetings and took five actions by written consent in lieu of a meeting. During
the fiscal year ended June 30, 1997, no director attended fewer than 75% of the
aggregate of the number of meetings of the Board of Directors held during the
period he or she served on the Board of Directors. No meetings of committees of
the Board of Directors were held during the fiscal year ended June 30, 1997.

The Board of Directors has the responsibility for establishing broad
corporate policies and for the overall performance of the Company. The Board of
Directors has established an Executive Committee, an Audit Committee and a
Compensation Committee to assist it in carrying out its duties.

The Executive Committee consists of Messrs. Huizenga, Rochon and Evans,
with Mr. Huizenga serving as Chairman. The Executive Committee has the authority
to approve, on behalf of the entire Board of Directors, by vote at a duly
convened meeting of the Executive Committee, or by unanimous written consent,
(i) any acquisition including any acquisition of property, or the securities
and/or assets and business of any industry not involving more than $10 million
in cash, securities or other consideration, and (ii) any borrowing,

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<PAGE> 9

guarantees or other transactions of the Company not involving more than $10
million in cash, securities or other consideration. The Executive Committee was
not formed until after the end of the fiscal year ended June 30, 1997.

The Audit Committee consists of Messrs. Johnson and Latimer, with Mr.
Johnson serving as Chairman. The Audit Committee has the power to oversee the
retention, performance and compensation of the independent public accountants
for the Company, and the establishment and oversight of such systems of internal
accounting and auditing control as it deems appropriate.

The Compensation Committee consists of Messrs. Egan, Johnson and Latimer,
with Mr. Egan serving as Chairman. The Compensation Committee reviews the
Company's compensation philosophy and programs, exercises authority with respect
to the payment of salaries and incentive compensation to directors and executive
officers, and is responsible for administering the Stock Option Plan. The
Compensation Committee was not formed until after the end of the fiscal year
ended June 30, 1997.

DIRECTOR 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 Board of Directors or the Compensation Committee. The
Company also reimburses 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.

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<PAGE> 10

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 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%

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<PAGE> 11

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 stockholder approval of the proposed amendment to the Stock Option
Plan, 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, is currently responsible for administering and interpreting 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 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 had granted, net of cancellations,
options to purchase an aggregate of 2,077,454 shares of the Class A Common Stock
with exercise prices ranging from $10 per share to $27.30 per share, leaving
522,546 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.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The following statement made by the Compensation Committee shall not be
deemed incorporated by reference into any filing under the Securities Act of
1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and shall not otherwise be deemed filed under
either of such acts.

The Company established the Compensation Committee in July 1997, after the
close of the fiscal year ended June 30, 1997. The Compensation Committee is
responsible for making recommendations to the Board of Directors concerning
executive compensation, including base salaries, bonuses and awards of stock
options. The Compensation Committee currently consists of Messrs. Egan, Johnson
and Latimer, each of whom is a non-employee director of the Company. As the
Compensation Committee was recently formed and has not yet formally met, all
compensation decisions to date have been made by the Board of Directors.

In determining the compensation of the Company's executive officers, the
Board of Directors has taken into account various factors which it considers
relevant, including the overall performance of the Company, the performance of
the Company relative to its market, the market compensation for executives of
similar background and experience, and the specific performance of such
executives relative to their positions. The compensation to each executive is
weighted towards incentive forms of compensation so that the executives'
interests are aligned with the interests of the Company's stockholders. It is
expected that the Compensation Committee will adopt the Board of Directors'
belief that granting stock options provides executive officers with an
additional incentive to continue in the service of the Company and gives them an
opportunity to benefit

8
<PAGE> 12

from the success of the Company. The compensation program for executive officers
during the fiscal year ended June 30, 1997 consisted of grants of stock options,
in addition to base salaries and reimbursement of certain costs and expenses.

Mr. Huizenga, who has been the Chairman of the Board since September 1996,
is not paid any cash salary or bonus. In November 1996, the Board of Directors
approved a grant of options to Mr. Huizenga under the Stock Option Plan to
purchase 100,000 shares of Class A Common Stock exercisable at a price of $10.00
per share. In granting these options to Mr. Huizenga, the Board of Directors
considered the services to be performed by Mr. Huizenga as Chairman of the Board
of the Company, his past business accomplishments and his expected future
contribution to the Company. The number of shares subject to such options was
determined by the Board of Directors to be appropriate based upon the foregoing
factors. The options have a 10-year term and vest in four equal annual
installments beginning on November 8, 1997.

While the Compensation Committee has not yet formally met, it is
anticipated that the Compensation Committee will adopt the Board of Directors'
belief that tying the remuneration of Mr. Huizenga to the performance of the
Class A Common Stock will enhance the long-term performance and stability of the
Company.

Michael S. Egan
George D. Johnson, Jr.
Henry Latimer

As Members of the Compensation
Committee

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee was an officer or employee of the
Company or of any of its subsidiaries during the prior year or was formerly an
officer of the Company or of any of its subsidiaries. During the fiscal year
ended June 30, 1997, none of the executive officers of the Company served on the
compensation committee of any other entity, any of whose directors or executive
officers served either on the Board of Directors of the Company or on the
Compensation Committee of the Company. During the fiscal year ended June 30,
1997, Mr. Huizenga served as a director of Extended Stay and Republic, during
which time Mr. Johnson served as an executive officer of Extended Stay and
Messrs. Berrard and Hudson served as executive officers of Republic.

9
<PAGE> 13

PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder returns on
the Class A Common Stock, based on the market price of Class A Common Stock from
the date of the Company's initial public offering in November 1996 (the "IPO")
through June 30, 1997, with the cumulative total return of each of (a) the S&P
500 Index and (b) a peer group consisting of Four Seasons Hotels, Inc., Marriott
International, Inc. and Wyndham Hotels Corporation (the "Peer Group"). While the
Peer Group consists of high-end resort and hotel companies, the Company believes
that there is no publicly-traded entity which is truly comparable to the
Company, due to the diversity of the Company's revenues and the unique nature of
its assets. The graph assumes that the value of the investment in the Class A
Common Stock and in each index was $100 at November 13, 1996 and that all
dividends were reinvested.

CUMULATIVE TOTAL RETURN
BASED ON AN INVESTMENT OF $100 ON NOVEMBER 13, 1996

<TABLE>
<CAPTION>
MEASUREMENT PERIOD FLORIDA PANTHERS PEER GROUP OF
(FISCAL YEAR COVERED) HOLDINGS, INC. S&P 500 RESORTS
<S> <C> <C> <C>
NOVEMBER 13, 1996 100 100 100
DECEMBER 1996 156.82 101.83 103.96
MARCH 1997 246.59 104.56 95.80
JUNE 1997 220.45 122.82 117.92
</TABLE>

10
<PAGE> 14

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 IPO, the following events occurred: (i) Mr. Huizenga
contributed to the Company (a) his 78% ownership interest in Decoma Miami
Associates, Ltd. ("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.

In connection with the acquisition of the Hyatt Regency Pier 66 Hotel and
Marina and the Radisson Bahia Mar Resort and Yachting Center (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
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.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent of the Class A
Common Stock, to file with the Securities and Exchange Commission (the "SEC")
initial reports of ownership and reports of change in ownership of the Class A

11
<PAGE> 15

Common Stock. Such persons are required by regulations of the SEC to furnish the
Company with copies of all such reports they file.

To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company, all Section 16(a) filings with respect to the
Company's fiscal year ended June 30, 1997 were timely made.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

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 2, 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 32.9%
</TABLE>

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

* Less than one percent (1%).
(1) Percentage of beneficial ownership is based on 31,976,896 shares of Common
Stock outstanding at October 2, 1997, which consists of 31,721,896 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
31,721,896 shares of Class A Common Stock outstanding at October 2, 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.

12
<PAGE> 16

(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 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.

13
<PAGE> 17

PROPOSAL ONE

ELECTION OF DIRECTORS

The Company's bylaws provide that the Board of Directors shall consist of
one or more members, the exact number of which may be determined from time to
time by the Company's stockholders or the Board of Directors. On August 7, 1997,
the Board of Directors nominated all of its then present members for election as
directors for a term expiring at the Company's 1998 Annual Meeting of
Stockholders or until a successor of each has been elected and qualified. All
nominees, with the exception of William A. Torrey, have indicated their
willingness to serve and, unless otherwise specified on the proxy, it is the
intention of the proxy holders to vote for the nominees listed below. Mr. Torrey
resigned from the Board of Directors in August 1997, to more fully concentrate
his efforts on the operations of the Panthers, in his capacity as the President
of Panthers, Inc.

The confirmed nominees for the Board of Directors for the term expiring at
the Company's 1998 Annual Meeting of Stockholders or until a successor of each
is duly elected and qualified are as follows:

Steven R. Berrard
Dennis J. Callaghan
Michael S. Egan
Richard H. Evans
Chris Evert
Harris W. Hudson
H. Wayne Huizenga
George D. Johnson, Jr.
Henry Latimer
Richard C. Rochon

Biographical information relating to each of these nominees for director
appears above starting on page 3 of this Proxy Statement under the heading
"BIOGRAPHICAL INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS."

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF
EACH OF THE NOMINEES FOR DIRECTOR NAMED ABOVE. PROXY CARDS EXECUTED AND RETURNED
WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.

14
<PAGE> 18

PROPOSAL TWO

AMENDMENT TO THE COMPANY'S 1996 STOCK OPTION PLAN

The Board of Directors has unanimously approved, subject to stockholder
approval, an amendment to the Stock Option Plan to increase, by 2,400,000
shares, the number of shares of Class A Common Stock which are available for
issuance under the Stock Option Plan as a result of grants, from time to time,
to employees and directors of the Company and its subsidiaries, as well as to
independent contractors and consultants performing services for the Company and
its subsidiaries. The Stock Option Plan is designed as a means to attract,
retain and motivate directors, key employees and consultants performing services
for the Company. During the fiscal year ended June 30, 1997, the Stock Option
Plan was administered and interpreted by the Board of Directors. Upon the
formation of the Compensation Committee in July 1997, the Compensation Committee
became responsible for administering and interpreting the Stock Option Plan.

Under the Stock Option Plan, 2,600,000 shares of Class A Common Stock are
currently reserved for issuance upon the exercise of stock options. As of
October 2, 1997, the Company had granted, net of cancellations, options to
purchase an aggregate of 2,077,454 shares of the Class A Common Stock, leaving
522,546 options available for future grants. The Board of Directors believes
that additional options must be available for issuance under the Stock Option
Plan to enable the Company to continue to attract, retain and motivate
directors, key employees and consultants performing services for the Company.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE AMENDMENT TO
THE STOCK OPTION PLAN. PROXY CARDS EXECUTED AND RETURNED WILL BE SO VOTED UNLESS
CONTRARY INSTRUCTIONS ARE INDICATED THEREON.

15
<PAGE> 19

PROPOSAL THREE

REINCORPORATION OF THE COMPANY IN THE STATE OF DELAWARE

INTRODUCTION

The Board of Directors has approved a plan to change the Company's state of
incorporation from Florida to Delaware (the "Reincorporation"). The
Reincorporation will be effected by merging (the "Merger") the Company into
Florida Panthers Holdings, Inc., a Delaware corporation ("Panthers Delaware"),
pursuant to an Agreement and Plan of Merger to be entered into between the
Company and Panthers Delaware (the "Merger Agreement"). A copy of the Merger
Agreement is included as Exhibit A to this Proxy Statement. Panthers Delaware is
a wholly-owned subsidiary of the Company recently incorporated in Delaware
solely for the purpose of effecting the Reincorporation. Panthers Delaware
currently has no material assets and no business operations. Upon consummation
of the Reincorporation, Panthers Delaware will continue to exist in its present
form under the name "Florida Panthers Holdings, Inc."

REASONS FOR THE REINCORPORATION

The Board of Directors of the Company believes that the Reincorporation
will provide flexibility for both the management and business of the Company.
Delaware is recognized both domestically and internationally as a favorable
legal and regulatory environment within which to operate. Such an environment
will enhance the Company's operations and its ability to effect acquisitions and
other transactions. For many years, Delaware has followed a policy of
encouraging incorporation in that state and, in furtherance of that policy, has
adopted comprehensive, modern and flexible corporate laws which are periodically
updated and revised to meet changing business needs. In addition, the Delaware
courts have developed considerable expertise in dealing with corporate issues,
and a substantial body of case law has developed in the construction of Delaware
law, resulting in greater predictability with respect to corporate legal
affairs. As such, various major companies have either incorporated or have
subsequently reincorporated in Delaware.

THE MERGER

The Reincorporation will be effected by the Merger, with Panthers Delaware
being the surviving corporation. The terms and conditions of the Merger are set
forth in the Merger Agreement included as Exhibit A to this Proxy Statement, and
the summary of the terms and conditions of the Merger set forth below is
qualified by reference to the full text of the Merger Agreement. Upon
consummation of the Merger, Panthers Delaware will continue to exist in its
present form under the name Florida Panthers Holdings, Inc., and the Company
will cease to exist. The Reincorporation will change the legal domicile of the
Company, but will not result in a change in the principal offices, business,
management, capitalization, assets or liabilities of the Company. By operation
of law, Panthers Delaware will succeed to all of the assets and assume all of
the liabilities of the Company. The Board of Directors of Panthers Delaware will
be comprised of the persons elected to the Company's Board of Directors at the
Annual Meeting.

After the Merger, the rights of stockholders and the Company's corporate
affairs will be governed by the Delaware General Corporation Law (the "Delaware
Act") and by the certificate of incorporation and bylaws of Panthers Delaware,
instead of the Florida Business Corporation Act (the "Florida Act") and the
articles of incorporation and bylaws of the Company. Certain material
differences are discussed below under "Material Differences between Florida and
Delaware Corporate Laws." A copy of the certificate of incorporation of Panthers
Delaware is included as Exhibit B to this Proxy Statement. The articles of
incorporation and bylaws of the Company and the bylaws of Panthers Delaware are
available for inspection by stockholders of the Company at the principal offices
of the Company located at 450 East Las Olas Boulevard, Fort Lauderdale, Florida
33301.

Upon the effectiveness of the Merger, each outstanding share of Class A
Common Stock of the Company will be automatically converted into one share of
Class A common stock, par value $.01 per share of Panthers Delaware (the
"Delaware Class A Common Stock"), and each outstanding share of Class B Common
Stock of the Company will be automatically converted into one share of Class B
common stock, par value $.01 per share (the "Delaware Class B Common Stock"), of
Panthers Delaware. Each outstanding certificate representing shares of Class A
Common Stock and Class B Common Stock will continue to represent the

16
<PAGE> 20

same number of shares of Delaware Class A Common Stock and Delaware Class B
Common Stock, and such certificates will be deemed for all corporate purposes to
evidence ownership of shares of Delaware Class A Common Stock or Delaware B
Common Stock. IT WILL NOT BE NECESSARY FOR THE COMPANY'S STOCKHOLDERS TO
EXCHANGE THEIR EXISTING STOCK CERTIFICATES FOR STOCK CERTIFICATES OF PANTHERS
DELAWARE. The Delaware Class A Common Stock will continue to be listed on the
New York Stock Exchange, without interruption, and the New York Stock Exchange
will consider the delivery of existing stock certificates of the Company as
constituting "good delivery" of shares of Panthers Delaware in stock
transactions effected after the Merger.

Following the Merger, the Stock Option Plan will be continued by Panthers
Delaware, and the options granted pursuant to such plan will automatically be
converted into options to purchase the same number of shares of Delaware Class A
Common Stock at the same exercise price and upon the same terms and conditions
as set forth in the options. The Company's other employee benefit plans and
arrangements will also be continued by Panthers Delaware upon the same terms and
conditions existing before the Merger.

Consummation of the Merger is subject to the approval of the Company's
stockholders. The affirmative vote of the holders of a majority of the votes
represented by the outstanding shares of the Class A Common Stock and the Class
B Common Stock, voting together as a class, whether or not present at the Annual
Meeting, who are entitled to vote at the Annual Meeting is required for the
approval and adoption of the Merger. The Merger is expected to become effective
as soon as practicable after stockholder approval is obtained and all other
conditions to the Merger have been satisfied, including the receipt of all
consents, orders and approvals necessary for consummation of the Merger and the
listing of the shares of the Delaware Class A Common Stock on the New York Stock
Exchange. Prior to its effectiveness, however, the Merger may be abandoned by
the Board of Directors if, for any reason, the Board of Directors determines
that consummation of the Merger is no longer advisable.

Dissenters' rights are not available to stockholders of the Company with
respect to the proposed Merger.

FEDERAL INCOME TAX CONSEQUENCES OF THE REINCORPORATION

A holder of the Common Stock will not recognize gain or loss in respect of
his Common Stock as a result of the Reincorporation. His basis in a share of
Panthers Delaware will be the same as his basis in the corresponding share of
the Company held immediately prior to the Reincorporation. His holding period in
a share of Panthers Delaware will include the period during which he held the
corresponding share of the Company, provided he held the corresponding share as
a capital asset at the time of the Reincorporation.

In addition, neither the Company nor Panthers Delaware will recognize gain
or loss as a result of the Reincorporation, and Panthers Delaware will generally
succeed, without adjustment, to the tax attributes of the Company. Upon
Reincorporation, however, Panthers Delaware will be subject to Delaware
franchise tax. It is currently anticipated that the Company will be required to
pay the State of Delaware an annual franchise tax of approximately $150,000.

The foregoing summary of federal income tax consequences is included for
general information only and does not address all income tax consequences to all
of the Company's stockholders. The Company's stockholders are urged to consult
their own tax advisors as to the specific tax consequences of the
Reincorporation with respect to the application and effect of state, local and
foreign income and other tax laws.

DESCRIPTION OF CAPITAL STOCK AND VOTING RIGHTS

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 presently authorized.
However, the certificate of incorporation of Panthers Delaware, a copy of which
is included in this Proxy Statement as Exhibit B, provides for 5,000,000 shares
of authorized preferred stock, par value $.01 per share (the "Delaware Preferred
Stock"). The Board of Directors of the Company will be authorized, without
further shareholder action, to divide any or all shares of the Delaware
Preferred Stock into series and fix and determine the designations, preferences
and relative rights and qualifications, limitations or

17
<PAGE> 21

restrictions thereon of any series so established, including voting powers,
dividend rights, liquidation preferences, redemption rights and conversion
privileges. As of the date of this Proxy Statement, the Board of Directors of
Panthers Delaware has not authorized any series of the Delaware Preferred Stock,
and there are no plans, agreements or understandings for the authorization or
issuance of any shares of the Delaware Preferred Stock. The issuance of the
Delaware Preferred Stock with voting rights or conversion rights may adversely
affect the voting power of the Common Stock, including the loss of voting
control to others. The issuance of the Delaware Preferred Stock may have the
effect of delaying, deferring or preventing a change of control of the Company.

As of October 2, 1997, there were 31,684,565 shares of Class A Common Stock
and 255,000 shares of Class B Common Stock outstanding. In addition,
approximately 5,900,000 shares of Class A Common Stock are issuable upon the
exercise of warrants and exchange rights which have been issued in connection
with acquisitions by the Company and upon the exercise of options which have
been granted under the Stock Option Plan. 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
Common Stock are entitled to receive dividends, on a share-for-share basis if,
as and when declared by the Board of Directors out of funds legally available
therefor, subject to any dividend restrictions in the Company's credit
facilities and any dividend restrictions imposed by the Constitution and Bylaws
of the NHL. 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 shares of the Common
Stock. In general, any acquisition of shares of 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. 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 (the "Commissioner") of the
NHL 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 5% 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 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. The NHL Constitution and Bylaws also
contain provisions which would prohibit an owner of a 5% 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 Panthers) are not eligible to purchase
or hold Common Stock. The NHL could in the future adopt different or additional
restrictions which could adversely affect the stockholders of the Company.

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. In granting such approval, the NHL will require a
satisfactory consent agreement. 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

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<PAGE> 22

the rights of the lenders and the club (or stockholder) under certain
circumstances, including upon an event of default or foreclosure. These
limitations may adversely affect the rights of the Panthers or the Company's
stockholders under certain circumstances.

Failure by a stockholder of a 5% 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 and the certificate of incorporation of Panthers
Delaware each 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 5%
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.

MATERIAL DIFFERENCES BETWEEN DELAWARE AND FLORIDA CORPORATE LAWS

The material differences between the Delaware Act, on the one hand, and the
Florida Act, on the other, are summarized below.

Liability of Directors. The Delaware Act provides that a corporation's
certificate of incorporation may contain a provision which eliminates or limits
the personal liability of a director to the corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director, except for a
breach (1) which constitutes a breach of the director's duty of loyalty to the
corporation or its stockholders, (2) which constitutes an act or omission not in
good faith or which involves intentional misconduct or a knowing violation of
law, (3) which is covered by Section 174 of the Delaware Act or (4) which
relates to a transaction from which the director derived an improper personal
benefit. Panthers Delaware's certificate of incorporation includes such a
provision. The Florida Act provides that a director is not personally liable for
monetary damages to the corporation or any other person for any act or omission
as a director unless the director breached or failed to perform his statutory
duties as a director and such breach or failure (a) constitutes 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)
constitutes a transaction from which the director derived an improper personal
benefit, (c) results in an unlawful distribution, (d) in a derivative action or
an action by a stockholder, constitutes conscious disregard for the best
interests of the corporation or willful misconduct or (e) in a proceeding other
than a derivative action or an action by a stockholder, constitutes 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.

Indemnification. Under both the Florida Act and the Delaware Act, a
corporation may generally indemnify its officers, directors, employees and
agents against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement of any proceedings (other than derivative actions),
if they acted in good faith and in a manner they 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 their conduct
was unlawful. A similar standard is applicable in derivative actions, except
that indemnification may be made only for expenses (including attorneys' fees),
provided that in the event the person seeking indemnification has been
adjudicated liable, such indemnification shall only be for amounts deemed
proper, fair and reasonable by the appropriate court upon application thereto.
In addition, the Delaware Act and the Florida Act provide that to the extent
that present or former directors or officers under the Delaware Act and present
or former directors, officers, employees or agents under the Florida Act, have
been successful in defense of any proceeding, they must be indemnified by the
corporation against expenses actually and reasonably incurred in connection
therewith. The Florida Act further provides that, unless a corporation's
articles of incorporation provide otherwise, if a corporation does not so
indemnify such persons, they may seek, and a court may order, indemnification
under certain circumstances even if the board of directors or stockholders of
the corporation have determined that the persons are not entitled to
indemnification. The bylaws of Panthers Delaware and articles of incorporation
of the Company provide that directors and officers will be indemnified to the
fullest extent permitted by law.

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<PAGE> 23

Derivative Actions. The Delaware law provides that (1) a person may not
bring a derivative action unless the person was a stockholder of the corporation
at the time of the challenged transaction or unless the stock thereafter
devolved on such person by operation of law, (2) a complaint in a derivative
proceeding must allege with particularity the efforts made by a person, if any,
to obtain the desired action from the directors or comparable authority and the
reason for the failure to obtain such action or for not making the effort, and
(3) a derivative proceeding may be settled or discontinued only with court
approval. In addition, under Delaware law, a court may dismiss a derivative
proceeding if (a) the court finds that a committee of independent directors has
determined in good faith after conducting a reasonable investigation that the
maintenance of the action is not in the best interests of the corporation, and
(b) the court determines in its own business judgment that the action should be
dismissed. The Florida Act provides for similar requirements, except that (i) a
complaint in a derivative proceeding must be verified and must allege with
particularity that a demand was made to obtain action by the board of directors
and that the demand was refused or ignored, (ii) the court may dismiss a
derivative proceeding if the court finds that certain independent directors (or
a committee of independent persons appointed by such directors) have determined
in good faith after conducting a reasonable investigation that the maintenance
of the action is not in the best interests of the corporation and (iii) if an
action was brought without reasonable cause, the court may require the plaintiff
to pay the corporation's reasonable expenses.

Distributions and Redemptions. A Delaware corporation may pay dividends
out of surplus or, if there is no surplus, out of its net profits for the fiscal
year in which the dividend is declared and/or the preceding fiscal year. A
Delaware corporation is generally prohibited from redeeming any of its capital
stock if the redemption would result in an impairment of the corporation's
capital. A Florida corporation may make distributions to stockholders as long
as, after giving effect to such distribution, (1) the corporation would be able
to pay its debts as they become due in the usual course of business, and (2) the
corporation's total assets would not be less than the sum of its total
liabilities plus (unless the articles of incorporation permit otherwise, which
the Company's articles of incorporation do not) the amount that would be needed
if the corporation were to be dissolved at the time of the distribution to
satisfy the preferential rights upon dissolution of stockholders whose
preferential rights are superior to those receiving the distribution. Under the
Florida Act, a corporation's redemption of its own capital stock is deemed to be
a distribution.

Stockholder Inspection of Books and Records. The Delaware Act permits any
stockholder the right, during usual business hours, to inspect and copy the
corporation's stock ledger, stockholder list and other books and records for any
proper purpose upon written demand under oath stating the purpose thereof. Under
the Florida Act, a stockholder is entitled to inspect and copy the articles of
incorporation, bylaws, certain board and stockholder resolutions, certain
written communications to stockholders, a list of the names and business
addressees of the corporation's directors and officers, and the corporation's
most recent annual report, during regular business hours if the stockholder
gives at least five business days' prior written demand to the corporation. In
addition, a stockholder of a Florida corporation is entitled to inspect and copy
certain other books and records of the corporation during regular business hours
if the stockholder gives at least five business days' prior written demand to
the corporation and (1) the stockholder's demand is made in good faith and for a
proper purpose, (2) the demand describes with particularity its purpose and the
records to be inspected or copied and (3) the requested records are directly
connected with such purpose. The Florida Act also provides that a corporation
may deny certain demand for inspection if such demand was made for an improper
purpose or if the demanding stockholder has, within two years preceding such
demand, sold or offered for sale any list of stockholders of the corporation or
any other corporation, has aided or abetted any person in procuring a list of
stockholders for such purpose or has improperly used any information secured
through any prior examination of the records of the corporation or any other
corporation.

Dissenters' Rights. A stockholder of a Delaware corporation generally is
entitled to dissenters' rights in the event that the corporation is a party to
certain mergers or consolidations to which the stockholder did not consent. A
Delaware corporation's certificate of incorporation may also provide that
dissenters' rights are available with respect to any amendment to the
certificate of incorporation or any sale of all or substantially all of the
corporation's assets. The Panthers Delaware's certificate of incorporation does
not contain such a provision. Similar (but not identical) to the Florida Act,
dissenters' rights are not available to a stockholder of

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<PAGE> 24

a Delaware corporation if his shares, at the relevant record date, were (1)
listed on a national securities exchange or designated as a national market
system security on an interdealer quotation system by the National Association
of Securities Dealers, Inc. (the "NASD"), or (2) held of record by more than
2,000 stockholders. Notwithstanding the foregoing, however, under the Delaware
Act, a stockholder does have dissenters' rights with respect to such shares if
the stockholder is required by the terms of the agreement of merger or
consolidation to accept anything for his shares other than (a) shares of stock
of the corporation surviving or resulting from the merger or consolidation, (b)
shares of stock of any other corporation which is listed on a national
securities exchange or designated as a national market system security on an
interdealer quotation system by NASD or held of record by more than 2,000
stockholders, (c) cash in lieu of fractional shares or (d) any combination of
the foregoing.

A stockholder of a Florida corporation, with certain exceptions, has the
right to dissent from, and obtain payment of the fair value of his shares in the
event of (1) a merger or consolidation to which the corporation is a party, (2)
a sale or exchange of all or substantially all of the corporation's property
other than in the usual and ordinary course of business, (3) an approval of a
control share acquisition, (4) a statutory share exchange to which the
corporation is a party as the corporation whose shares will be acquired, (5) an
amendment to the articles of incorporation if the stockholder is entitled to
vote on the amendment and the amendment would adversely affect the stockholder
and (6) any corporate action taken to the extent that the articles of
incorporation provide for dissenters' rights with respect to such action. The
Florida Act provides that, unless a corporation's articles of incorporation
otherwise provide, which the Company's articles of incorporation do not, a
stockholder does not have dissenters' rights with respect to a plan of merger,
share exchange or proposed sale or exchange of property if the shares held by
the stockholder are either registered on a national securities exchange or
designated as a national market system security on an interdealer quotation
system by the NASD or held of record by 2,000 or more stockholders.

Quorum for Stockholder Meetings. Under Delaware Act, unless otherwise
provided in a corporation's certificate of incorporation or bylaws, a majority
in voting power of shares entitled to vote on a matter constitutes a quorum at a
meeting of stockholders, but in no event may a quorum consist of less than
one-third of the voting power of the shares entitled to vote on such matter.
Panthers Delaware's certificate of incorporation and bylaws do not include a
provision altering the stockholder quorum requirement. The Florida Act is
similar to the Delaware Act, except that the stockholder quorum requirement may
be altered by a provision in the articles of incorporation (but not its bylaws).
The Company's articles of incorporation do not include a provision altering the
stockholder quorum requirement. Thus, the applicable quorum provisions will not
be changed substantially by the Reincorporation.

Stockholder Voting Requirements. Under both the Delaware Act and the
Florida Act, directors are generally elected by a plurality of the votes cast by
the stockholders entitled to vote at a stockholders' meeting at which a quorum
is present, unless a greater number of affirmative votes is required by the
certificate of incorporation or bylaws (in the case of a Delaware corporation)
or the articles of incorporation (in the case of Florida corporation). With
respect to matters other than the election of directors, unless otherwise
provided by the Delaware Act or a Delaware corporation's certificate of
incorporation or bylaws, if a quorum exists, action on a matter generally is
approved by the affirmative vote of a majority in voting power of the shares
represented at a meeting and entitled to vote on the matter. Accordingly, under
the Delaware Act, abstentions have the same effect as votes against a matter.
Under the Florida Act, unless otherwise provided by the Florida Act or a Florida
corporation's articles of incorporation (but not its bylaws), if a quorum
exists, action on any matter generally is approved by the stockholders if the
votes cast by the holders of the shares represented at the meeting and entitled
to vote on the matter favoring the action exceed the votes cast opposing the
action. Accordingly, under the Florida Act, abstentions have no impact on the
outcome of a vote. Neither Panthers Delaware's certificate of incorporation or
bylaws nor the Company's articles of incorporation contain a provision requiring
a greater vote on any matter than required by the Delaware Act or the Florida
Act, respectively.

Action by Written Consent of Stockholders. The Delaware Act and the
Florida Act provide that unless otherwise provided for in a corporation's
charter, actions which would be required or permitted to be taken at an annual
or special meeting of stockholders may be taken by the written consent of the
holders of shares

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<PAGE> 25

holding not less than the minimum number of votes that would be necessary to
take such action at a meeting of stockholders.

Treasury Stock. A Delaware corporation may reacquire its own issued and
outstanding capital stock, and such capital stock is deemed treasury stock which
is authorized and issued but not outstanding. A Florida corporation may also
reacquire its own issued and outstanding capital stock; however, such capital
stock is deemed stock authorized but not issued or outstanding.

Board Vacancies. The Delaware Act provides that, unless otherwise provided
in the certificate of incorporation or bylaws, a vacancy or newly-created
directorship on the board of directors may be filled by a majority of the
remaining directors, even though less than a quorum. Panthers Delaware's
certificate of incorporation and bylaws do not alter this provision. Under the
Florida Act, a vacancy on the board of directors generally may be filled by an
affirmative vote of a majority of the remaining directors or by the
stockholders, unless the articles of incorporation provide otherwise. The
Company's articles of incorporation do not alter this provision.

Removal of Directors. The Delaware Act provides that, except with respect
to corporations with classified boards or cumulative voting, a director may be
removed, with or without cause, by the holders of the majority in voting power
of the shares entitled to vote at an election of directors. In the event the
corporation's board of directors is classified, stockholders may effect such
removal only for cause, unless the certificate of incorporation otherwise
provides. The Delaware Act also provides that whenever the holders of any class
or series are entitled to elect one or more directors by the certificate of
incorporation, the vote required, in respect of the removal without cause of a
director or directors so elected, is the vote of the holders of the outstanding
shares of that class or series and not to the vote of the outstanding shares as
a whole. The Florida Act provides that, except with respect to corporations with
directors elected by a voting group of stockholders or cumulative votings,
stockholders may remove one or more directors with or without cause unless the
articles of incorporation provide that directors may be removed only for cause.

Amendments to Charter. A Delaware corporation's certificate of
incorporation generally may be amended only if approved by a majority in voting
power of the outstanding stock entitled to vote thereon. An amendment to a
Florida corporation's articles of incorporation must be approved by the
corporation's stockholders, except that certain immaterial amendments specified
in the Florida Act may be made by the board of directors. Unless a specific
section of the Florida Act or a Florida corporation's articles of incorporation
require a greater vote, an amendment to a Florida corporation's articles of
incorporation generally must be approved by a majority of the votes entitled to
be cast on the amendment. Panthers Delaware's certificate of incorporation does
not include any provision requiring greater than a majority in voting power of
the outstanding stock entitled to vote thereon to amend its certificate of
incorporation.

Special Meetings of Stockholders. Special meetings of the stockholders of
a Delaware corporation may be called by the board of directors or by the persons
authorized in the corporation's certificate of incorporation or bylaws. Panthers
Delaware's bylaws provide that a special meeting may be called by the President
or the board of directors, or when requested in writing by not less than 10% in
voting power of all the shares entitled to vote at the meeting. Special meetings
of a Florida corporation's stockholders may be called by its board of directors,
by the persons authorized to do so in its articles of incorporation or bylaws or
by the holders of not less than 10% of all votes entitled to be cast on any
issue proposed to be considered at the special meeting, unless a greater
percentage, not to exceed 50%, is required by the articles of incorporation. The
Company's articles of incorporation do not contain a 50% requirement for the
calling of special meetings by the stockholders.

Affiliated Transactions. The Delaware Act generally prohibits a
stockholder owning 15% or more of a Delaware corporation's outstanding voting
stock (an "interested stockholder") from engaging in certain business
combinations involving the corporation during the three years after the date the
person became an interested stockholder unless, among other things, (1) prior to
such date, the board of directors approved either the business combination or
the transaction which resulted in the stockholder becoming an interested
stockholder, (2) upon the consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the stockholder owned at least
85% of the voting stock outstanding at the time the

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<PAGE> 26

transaction commenced (excluding certain shares), or (3) at or subsequent to
such time the business combination is approved by the board of directors and
authorized at an annual or special meeting of stockholders, and not by written
consent, by the affirmative vote of at least two-thirds of the outstanding
voting stock which is not owned by the interested stockholder. Such prohibition,
however, does not apply to a corporation if, inter alia, (i) the corporation's
original certificate of incorporation provides that the corporation shall not be
governed by the interested stockholder statute, (ii) a majority of shares
entitled to vote to approve an amendment to the corporation's certificate of
incorporation or bylaws expressly electing not to be governed by the statute
(but such amendment may not be effective until one year after it was adopted and
may not apply to any business combination between the corporation and any person
who became an interested stockholder on or prior to such adoption) or (iii) a
stockholder becomes an interested stockholder inadvertently and as soon as
practicable divests itself of ownership of sufficient shares so that the
stockholder ceases to be an interested stockholder. These business combinations
include, with certain exceptions, mergers, consolidations, sales of assets and
transactions benefitting the interested stockholder. Panthers Delaware's
certificate of incorporation provides that Panthers Delaware shall not be
governed by the interested stockholder statute.

The Florida Act contains an affiliated transactions statute which provides
that certain transactions involving a corporation and a stockholder owning 10%
or more of the corporation's outstanding voting shares (an "affiliated
stockholder") must generally be approved by the affirmative vote of the holders
of two-thirds of the voting shares other than those owned by the affiliated
stockholder. The transactions covered by the statute include, with certain
exceptions, (1) mergers and consolidations to which the corporation and the
affiliated stockholder are parties, (2) sales or other dispositions of
substantial amounts of the corporation's assets to the affiliated stockholder,
(3) issuances by the corporation of substantial amounts of its securities to the
affiliated stockholder, (4) the adoption of any plan for the liquidation or
dissolution of the corporation proposed by or pursuant to an arrangement with
the affiliated stockholder, (5) any reclassification of the corporation's
securities which has the effect of substantially increasing the percentage of
the outstanding voting shares of the corporation beneficially owned by the
affiliated stockholder and (6) the receipt by the affiliated stockholder of
certain loans or other financial assistance from the corporation. These special
voting requirements do not apply in any of the following circumstances: (a) if
the transaction was approved by a majority of the corporation's disinterested
directors, (b) if the corporation did not have more than 300 stockholders of
record at any time during the preceding three years, (c) if the affiliated
stockholder has been the beneficial owner of at least 80% of the corporation's
outstanding voting shares for the past five years, (d) if the affiliated
stockholder is the beneficial owner of at least 90% of the corporation's
outstanding voting shares, exclusive of those acquired in a transaction not
approved by a majority of disinterested directors or (e) if the consideration
received by each stockholder in connection with the transaction satisfies the
"fair price" provisions of the statute. This statute applies to any Florida
corporation unless the original articles of incorporation or an amendment to the
articles of incorporation or bylaws contain a provision expressly electing not
to be governed by this statute. Such an amendment to the articles of
incorporation or bylaws must be approved by the affirmative vote of a majority
of disinterested stockholders and is not effective until 18 months after
approval. The Company's articles of incorporation provide that the Company shall
not be governed by the affiliated transactions statute.

Control Share Acquisitions. The Florida Act also contains a control share
acquisition statute which provides that a person who acquires shares in an
issuing public corporation in excess of certain specified thresholds will
generally not have any voting rights with respect to such shares unless the
voting rights are approved by a majority of the shares entitled to vote,
excluding interested shares. This statute does not apply to acquisitions of
shares of a corporation if, prior to the pertinent acquisition of shares, the
corporation's articles of incorporation or bylaws provide that the corporation
shall not be governed by the statute. This statute also permits a corporation to
adopt a provision in its articles of incorporation or bylaws providing for the
redemption by the corporation of such acquired shares in certain circumstances.
Unless otherwise provided in the corporation's articles of incorporation or
bylaws prior to the pertinent acquisition of shares, in the event that such
shares are accorded full voting rights by the stockholders of the corporation
and the acquiring stockholder acquires a majority of the voting power of the
corporation, all stockholders who did not vote in favor of according voting
rights to such acquired shares are entitled to dissenters' rights. The Company's
articles of incorporation specifically provide that the Company will not be
governed by the control share

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<PAGE> 27

acquisition statute. Delaware does not have any provision comparable to
Florida's control share acquisition statute.

Other Constituencies. The Florida Act provides that directors of a Florida
corporation, in discharging their duties to the corporation and in determining
what they believe to be in the best interests of the corporation, may, in
addition to considering the effects of any corporate action on the stockholders
and the corporation, consider the effects of the corporate action on employees,
suppliers and customers of the corporation or its subsidiaries and the
communities in which the corporation and its subsidiaries operate. Delaware does
not have a comparable statutory provision.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
THE REINCORPORATION OF THE COMPANY IN THE STATE OF DELAWARE FROM THE STATE OF
FLORIDA. PROXY CARDS EXECUTED AND RETURNED WILL BE SO VOTED UNLESS CONTRARY
INSTRUCTIONS ARE INDICATED THEREON.

STOCKHOLDER PROPOSALS

Any proposals of stockholders intended to be presented at the Company's
1998 Annual Meeting of Stockholders must be received by the Company for
inclusion in the proxy statement and form of proxy relating to such meeting not
later than July 15, 1998. It is suggested that proponents submit their proposals
by certified mail, return receipt requested. Detailed information for submitting
resolutions will be provided upon written request to the Secretary of the
Company, Florida Panthers Holdings, Inc., 450 East Las Olas Boulevard, Fort
Lauderdale, Florida 33301.

OTHER MATTERS

Management does not intend to present any other items of business and knows
of no other matters that will be brought before the Annual Meeting. However, if
any additional matters are properly brought before the Annual Meeting, the
persons named in the enclosed proxy shall vote the proxies in their discretion
in the manner they believe to be in the best interests of the Company. The
accompanying form of proxy has been prepared at the direction of the Board of
Directors and is sent to you at the request of the Board of Directors. The
proxies named therein have been designated by your Board of Directors.

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<PAGE> 28

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated as of , 1997 (this
"Agreement"), is entered into between FLORIDA PANTHERS HOLDINGS, INC., a Florida
corporation ("FLORIDA"), and FLORIDA PANTHERS HOLDINGS, INC., a Delaware
corporation ("DELAWARE").

RECITALS

A. FLORIDA has an aggregate authorized capital of 110,000,000 shares of
capital stock, consisting of (i) 100,000,000 shares of Class A common stock,
$.01 par value (the "Florida Class A Common Stock"), and (ii) 10,000,000 shares
of Class B common stock, par value $.01 per share (the "Florida Class B Common
Stock").

B. DELAWARE has an aggregate authorized capital of 115,000,000 shares of
capital stock, consisting of (i) 100,000,000 shares of Class A common stock,
$.01 par value (the "Delaware Class A Common Stock"), (ii) 10,000,000 shares of
Class B common stock, par value $.01 per share (the "Delaware Class B Common
Stock"), and (iii) 5,000,000 shares of preferred stock, par value $.01 per share
(the "Delaware Preferred Stock").

C. The respective Boards of Directors of FLORIDA and DELAWARE believe that
it is in the best interests of FLORIDA and DELAWARE and their respective
stockholders to merge FLORIDA with and into DELAWARE under and pursuant to the
provisions of this Agreement, the Florida General Business Act (the "Florida
Act") and the Delaware General Corporation Law (the "Delaware Act").

AGREEMENT

In consideration of the Recitals and of the mutual agreements contained in
this Agreement, the parties hereto agree as set forth below.

1. Merger. FLORIDA shall be merged with and into DELAWARE (the "Merger").

2. Effective Date. The Merger shall become effective immediately upon the
later of (a) the filing of this Agreement or articles of merger with the
Secretary of State of Florida in accordance with the Florida Act and the filing
of a certificate of merger with the Secretary of State of Delaware in accordance
with the Delaware Act or (b) such later time as may be set forth in such
articles and certificate. The time of such effectiveness is hereinafter called
the "Effective Date."

3. Surviving Corporation. DELAWARE shall be the surviving corporation of
the Merger and shall continue to be governed by the laws of the State of
Delaware. On the Effective Date, the separate corporate existence of FLORIDA
shall cease.

4. Certificate of Incorporation. The Certificate of Incorporation of
DELAWARE as it exists on the Effective Date shall be the Certificate of
Incorporation of DELAWARE following the Effective Date, unless and until the
same shall thereafter be amended or repealed in accordance with the laws of the
State of Delaware.

5. Bylaws. The Bylaws of DELAWARE as they exist on the Effective Date
shall be the Bylaws of DELAWARE following the Effective Date, unless and until
the same shall be amended or repealed in accordance with the provisions thereof
and the laws of the State of Delaware.

6. Board of Directors and Officers. The members of the Board of Directors
and the officers of FLORIDA immediately prior to the Effective Date shall be the
members of the Board of Directors and the officers of DELAWARE following the
Effective Date, and such persons shall serve in such offices for the terms
provided by law or in the Bylaws of DELAWARE, or until their respective
successors are elected and qualified.

7. Conversion of Outstanding Delaware Stock. Upon the Effective Date, each
issued and outstanding share of Florida Class A Common Stock and Florida Class B
Common Stock and all rights in respect thereof shall be converted into one
fully-paid and nonassessable share of Delaware Class A Common Stock and Delaware
Class B Common Stock, as the case may be, and each certificate representing
shares of Florida

A-1
<PAGE> 29

Class A Common Stock and Florida Class B Common Stock shall for all purposes be
deemed to evidence the ownership of the same number of shares of Delaware Class
A Common Stock and Delaware Class B Common Stock as are set forth in such
certificate. After the Effective Date, each holder of an outstanding certificate
representing shares of Florida Class A Common Stock or Florida Class B Common
Stock may, at such stockholder's option, surrender the same to DELAWARE's
registrar and transfer agent for cancellation, and each such holder shall be
entitled to receive in exchange therefor a certificate(s) evidencing the
ownership of the same number of shares of Delaware Class A Common Stock or
Delaware Class B Common Stock as are represented by the FLORIDA certificate(s)
surrendered to DELAWARE's registrar and transfer agent.

8. Conditions to Consummation of the Merger. Consummation of the Merger is
subject to the satisfaction prior to the Effective Date of the following
conditions: (a) this Agreement and the Merger shall have been adopted and
approved by the affirmative vote of the holders of a majority of the votes
represented by the shares of Florida Class A Common Stock and Florida Class B
Common Stock (voting together) outstanding on the record date fixed for
determining the stockholders of FLORIDA entitled to vote thereon; (b) FLORIDA
and DELAWARE shall have received all consents, orders and approvals and
satisfaction of all other requirements prescribed by law that are necessary for
the consummation of the Merger; and (c) the New York Stock Exchange shall have
authorized the listing, upon official notice of issuance, of the shares of
Delaware Class A Common Stock to be issued or delivered in connection with the
Merger and such authorization shall be in full force and effect on such date.

9. Stock Options, Warrants and Convertible Debt. Upon the Effective Date,
each stock option, stock warrant, convertible debt instrument and other right to
subscribe for or purchase shares of Florida Class A Common Stock or Florida
Class B Common Stock shall be converted into a stock option, stock warrant,
convertible debt instrument or other right to subscribe for or purchase the same
number of shares of Delaware Class A Common Stock or Delaware Class B Common
Stock, as the case may be, and each certificate, agreement, note or other
document representing such stock option, stock warrant, convertible debt
instrument or other right to subscribe for or purchase shares of Florida Class A
Common Stock or Florida Class B Common Stock shall for all purposes be deemed to
evidence the ownership of a stock option, stock warrant, convertible debt
instrument or other right to subscribe for or purchase shares of Delaware Class
A Common Stock or Delaware Class B Common Stock.

10. Rights and Liabilities of Florida. At and after the Effective Date,
and all in the manner of and as more fully set forth in Section 259 of the
Delaware Act and Section 607.1106 of the Florida Act, the title to all real
estate and other property, or any interest therein, owned by each of FLORIDA and
DELAWARE shall be vested in DELAWARE without reversion or impairment; DELAWARE
shall succeed to and possess, without further act or deed, all estates, rights,
privileges, powers and franchises, both public and private, and all of the
property, real, personal and mixed, of each of FLORIDA and DELAWARE without
reversion or impairment; DELAWARE shall thenceforth be responsible and liable
for all the liabilities and obligations of each of FLORIDA and DELAWARE; any
claim existing or action or proceeding pending by or against FLORIDA or DELAWARE
may be continued as if the Merger did not occur or DELAWARE may be substituted
for FLORIDA in the proceeding; neither the rights of creditors nor any liens
upon the property of FLORIDA or DELAWARE shall be impaired by the Merger; and
DELAWARE shall indemnify and hold harmless the officers and directors of each of
the parties hereto against all such debts, liabilities and duties and against
all claims and demands arising out of the Merger.

11. Termination. This Agreement may be terminated and abandoned by action
of the respective Board of Directors of FLORIDA and DELAWARE at any time prior
to the Effective Date, whether before or after approval by the stockholders of
either or both of the parties hereto.

12. Amendment. The Boards of Directors of the parties hereto may amend
this Agreement at any time prior to the Effective Date; provided, that an
amendment made subsequent to the approval of this Agreement by the stockholders
of either of the parties hereto shall not: (a) change the amount or kind of
shares, securities, cash, property or rights to be received in exchange for or
on conversion of all or any of the shares of the parties hereto, (b) change any
term of the Certificate of Incorporation of DELAWARE or (c) change any

A-2
<PAGE> 30

other terms or conditions of this Agreement if such change would adversely
affect the holders of any capital stock of either party hereto.

13. Inspection of Agreement. Executed copies of this Agreement will be on
file at the principal place of business of DELAWARE at 450 East Las Olas
Boulevard, Fort Lauderdale, Florida 33301. A copy of this Agreement shall be
furnished by DELAWARE, on request and without cost, to any stockholder of either
FLORIDA or DELAWARE.

14. Governing Law. This Agreement shall in all respects be construed,
interpreted and enforced in accordance with and governed by the laws of the
State of Delaware.

15. Service of Process. On and after the Effective Date, DELAWARE agrees
that it may be served with process in Florida in any proceeding for enforcement
of any obligation of DELAWARE or FLORIDA arising from the Merger.

16. Remedies. Any right and remedy belonging to DELAWARE or FLORIDA and
arising in connection with the actions contemplated by this Agreement shall be
pursued solely against DELAWARE or FLORIDA, and not against their respective
officers, directors or employees. In the event that any officer, director or
employee of DELAWARE or FLORIDA becomes involved in any capacity in any action,
proceeding or investigation in connection with the Merger, DELAWARE and/or
FLORIDA shall advance to such person(s) all reasonable legal and other expenses
incurred in connection therewith and shall also indemnify such person(s) against
any losses, claims, damages or liabilities to which such person(s) may become
subject in connection with this Agreement, except to the extent that such
indemnification is prohibited by law.

* * * * *

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
and Plan of Merger to be executed on its behalf by its officers duly authorized,
all as of the date first above written.

FLORIDA PANTHERS HOLDINGS, INC.

a Florida corporation

By:
--------------------------------------

Name:
--------------------------------------

Title:
--------------------------------------

FLORIDA PANTHERS HOLDINGS, INC.

a Delaware corporation

By:
--------------------------------------

Name:
--------------------------------------

Title:
--------------------------------------

A-3
<PAGE> 31

EXHIBIT B

CERTIFICATE OF INCORPORATION
OF
FLORIDA PANTHERS HOLDINGS, INC.

I, the undersigned, for the purposes of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
execute this Certificate of Incorporation and do hereby certify as follows:

FIRST. The name of the corporation is Florida Panthers Holdings, Inc.

SECOND. The address of the corporation's registered office in the State of
Delaware is One Rodney Square, 10th Floor, Tenth and King Streets, in the City
of Wilmington, County of New Castle, 19801. The name of its registered agent at
such address is RL&F Service Corp.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

FOURTH. (A) The total number of shares of stock that the corporation is
authorized to issue is One Hundred Fifteen Million (115,000,000), consisting of
One Hundred Ten Million (110,000,000) shares of common stock, par value $.01 per
share (the "Common Stock"), and Five Million (5,000,000) shares of preferred
stock, par value $.01 per share (the "Preferred Stock").

(B) The shares of Common Stock shall be divided into two classes, comprised
of One Hundred Million (100,000,000) shares of Class A Common Stock (the "Class
A Common Stock") and Ten Million (10,000,000) shares of Class B Common Stock
(the "Class B Common Stock").

The powers, preferences and rights of the Class A Common Stock and Class B
Common Stock, and the qualifications, limitations and restrictions thereof,
shall be identical in all respects except as otherwise required by applicable
law and except as follows:

(1) Each share of Class A Common Stock shall be entitled to One (1) vote on
each matter submitted to a vote of the stockholders of the corporation, while
each share of Class B Common Stock shall be entitled to Ten Thousand (10,000)
votes on each matter submitted to a vote of the stockholders of the corporation.

(2) Shares of Class A Common Stock may be issued by the corporation to
holders of Class B Common Stock pursuant to a stock dividend, in connection with
a stock split or reclassification or otherwise as determined by the Board of
Directors of the corporation, while shares of Class B Common Stock may not be
issued by the corporation to holders of Class A Common Stock in connection with
any such stock dividend, stock split or reclassification or otherwise. Subject
to the immediately preceding sentence, if, as and when dividends on the Class A
Common Stock and Class B Common Stock are declared payable from time to time by
the Board of Directors, whether payable in cash, in property or in shares of
stock of the corporation, the holders of Class A Common Stock and the holders of
Class B Common Stock shall be entitled to share equally, on a per share basis,
in such dividends; provided, however, that, if dividends are declared that are
payable in shares of Class A Common Stock, or in shares of Class B Common Stock,
dividends shall be declared that are payable at the same rate on both classes of
stock and the dividends payable in shares of Class A Common Stock shall be
payable only to holders of Class A Common Stock and dividends payable in shares
of Class B Common Stock shall be payable only to holders of Class B Common Stock
(subject to the right of the corporation, as set forth in the first sentence of
this Section (B)(2) of this Article FOURTH, to issue shares of Class A Common
Stock to holders of Class B Common Stock). If the corporation shall in any
manner split, subdivide, combine or reclassify the outstanding shares of Class A
Common Stock or Class B Common Stock, the outstanding shares of the other such
class of stock shall, subject to the two immediately preceding sentences of this
Section (B)(2) of this Article FOURTH, be proportionally split, subdivided,
combined or reclassified in the same manner and on the same basis as the
outstanding shares of Class A Common Stock or Class B Common Stock, as the case
may be, have been split, subdivided, combined or reclassified.

B-1
<PAGE> 32

(3) Each share of Class B Common Stock shall at all times be directly
convertible, at the option of the holder thereof, into one share of Class A
Common Stock without further consideration, while shares of Class A Common Stock
shall not, in any case, be convertible into shares of Class B Common Stock.

(C) (1) In order to exercise the conversion privilege set forth in this
Certificate of Incorporation, the holder of any shares of Class B Common Stock
to be converted shall present and surrender the certificate or certificates
representing such shares of Class B Common Stock during usual business hours at
any office or agency of the corporation maintained for the transfer of Class B
Common Stock and shall deliver a written notice of the election by the holder of
such Class B Common Stock to convert the shares represented by such certificate
or any other portion thereof specified in such notice into shares of Class A
Common Stock. Such notice shall also state the name or names (with address) in
which the certificate or certificates representing shares of Class A Common
Stock shall be issued on such conversion. If so required by the corporation, any
certificate representing shares of Class B Common Stock surrendered for
conversion shall be accompanied by instruments of transfer, in form satisfactory
to the corporation, duly executed by the holder of such shares or its duly
authorized representative. Each conversion of shares of Class B Common Stock
shall be deemed to have been effected at the close of business on the date (the
"conversion date") on which the certificate or certificates representing such
shares of Class B Common Stock shall have been surrendered to the corporation
and such notice and any required instruments of transfer shall have been
received as aforesaid, and the person or persons in whose name or names any
certificate or certificates for shares of Class A Common Stock shall be issuable
on such conversion shall be, for the purpose of receiving dividends and for all
other corporate purposes whatsoever, deemed to have become the holder or holders
of record of the shares of Class A Common Stock represented thereby on the
conversion date.

(2) As promptly as practicable after the presentation and surrender for
conversion, as herein provided, of any certificate representing shares of Class
B Common Stock, the corporation shall issue and deliver at such office or
agency, to or upon the written order of the holder thereof, certificates for the
number of shares of Class A Common Stock issuable upon such conversion. In case
any certificate representing shares of Class B Common Stock shall be surrendered
for conversion of only a part of the shares represented thereby, the corporation
shall deliver at such office or agency, to or upon the written order of the
holder thereof, a certificate or certificates representing the number of shares
of Class B Common Stock represented by such surrendered certificate which are
not being converted. The issuance of certificates representing shares of Class A
Common Stock issued upon the conversion of shares of Class B Common Stock by the
registered holder thereof pursuant to the provisions of this Certificate of
Incorporation shall be made without charge to the converting holder for any tax
imposed on the corporation in respect of the issue thereof. The corporation
shall not, however, be required to pay any tax which may be payable with respect
to any transfer involved in the issue and delivery of any certificate in a name
other than that of the registered holder of the shares of Class B Common Stock
being converted, and the corporation shall not be required to issue or deliver
any such certificate unless and until the person requesting the issue thereof
shall have paid to the corporation the amount of such tax or has established to
the satisfaction of the corporation that such tax has been paid or is not
payable.

(3) Upon any conversion of shares of Class B Common Stock into shares of
Class A Common Stock pursuant hereto, no adjustment with respect to dividends
shall be made; only those dividends shall be payable on the shares of Class B
Common Stock so converted as may be declared and may be payable to holders of
record of shares of Class B Common Stock on a date prior to the conversion date
with respect to the shares so converted; and only those dividends shall be
payable on shares of Class A Common Stock issued upon such conversion as may be
declared and may be payable to holders of record of shares of Class A Common
Stock on or after such conversion date.

(4) In case of any merger or consolidation of the corporation with any
other entity as a result of which the holders of Class A Common Stock shall be
entitled to receive cash, stock, other securities or other property with respect
to, upon conversion of or in exchange for shares of Class A Common Stock, or in
case of any sale or transfer of all or substantially all of the assets of the
corporation, a holder of a share of Class B Common Stock shall have the right
thereafter, so long as the conversion right hereunder shall exist, to convert
such share of Class B Common Stock into the kind and amount of cash, shares of
stock and other securities

B-2
<PAGE> 33

and properties receivable in connection with such consolidation, merger, sale or
transfer by a holder of one share of Class A Common Stock, and shall have no
other conversion rights with regard to such share of Class B Common Stock. The
provisions of this paragraph (4) shall similarly apply to successive
consolidations, mergers, sales or transfers.

(5) Shares of the Class B Common Stock converted into shares of Class A
Common Stock as provided in this Certificate of Incorporation shall resume the
status of authorized but unissued shares of Class B Common Stock.

(6) Such number of shares of Class A Common Stock as may from time to time
be required for such purpose shall be reserved for issuance upon conversion of
outstanding shares of Class B Common Stock.

(D) The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized to provide for the issuance
of shares of Preferred Stock in one or more series, to establish from time to
time the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series
and the qualifications, limitations and restrictions thereof. The authority of
the Board of Directors with respect to each series shall include, but not be
limited to, determination of the following:

(1) The designation of the series, which may be by distinguishing
number, letter or title.

(2) The number of shares of the series.

(3) The amounts payable on, and the preferences, if any, of shares of
the series in respect of dividends, and whether such dividends, if any,
shall be cumulative or noncumulative.

(4) Dates at which dividends, if any, shall be payable.

(5) The redemption rights and price or prices, if any, for shares of
the series.

(6) The terms and amount of any sinking fund provided for the purchase
or redemption of shares of the series.

(7) The amounts payable on, and the preferences, if any, of shares of
the series in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the corporation.

(8) Whether the shares of the series shall be convertible into or
exchangeable for shares of any other class or series, or any other
security, of the corporation or any other corporation, and, if so, the
specification of such other class or series or such other security, the
conversion or exchange price or prices or rate or rates, any adjustments
thereof, the date or dates at which such shares shall be convertible or
exchangeable and all other terms and conditions upon which such conversion
or ex change may be made.

(9) Restrictions on the issuance of shares of the same series or of
any other class or series.

(10) The voting rights, if any, of the holders of shares of the
series.

FIFTH. The incorporator of the corporation is [name], whose mailing
address is [address].

SIXTH. Unless and except to the extent that the bylaws of the corporation
shall so require, the election of directors of the corporation need not be by
written ballot.

SEVENTH. In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors of the corporation is
expressly authorized to make, alter and repeal the bylaws of the corporation,
subject to the power of the stockholders of the corporation to alter or repeal
any bylaw whether adopted by them or otherwise.

EIGHTH. A director of the corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended. Any amendment,
modification or repeal of the foregoing sentence shall

B-3
<PAGE> 34

not adversely affect any right or protection of a director of the corporation
hereunder in respect of any act or omission occurring prior to the time of such
amendment, modification or repeal.

NINTH. The corporation reserves the right at any time, and from time to
time, to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted, in the manner
now or hereafter prescribed by law; and all rights, preferences and privileges
of whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the rights reserved in this
article.

TENTH. The powers of the incorporator are to terminate upon the filing of
this Certificate of Incorporation with the Secretary of State of the State of
Delaware. The name and mailing address of the person who is to serve as the sole
initial director of the corporation until the first annual meeting of
stockholders of the corporation, or until his successor is duly elected and
qualified, is:

[name]
[address]

ELEVENTH. The corporation shall not be governed by Section 203 of the
General Corporation Law of the State of Delaware.

TWELFTH. (A) So long as the corporation owns, directly or indirectly, a
member club in the National Hockey League, no Person may beneficially own 5% or
more of the outstanding shares of Class A Common Stock without National Hockey
League approval. In the event a person acquires Beneficial Ownership of 5% or
more of the outstanding shares of Class A Common Stock without National Hockey
League approval, each share of Class A Common Stock beneficially owned by such
Person shall be subject to redemption by the corporation at the lower of its
original cost or its then Fair Market Value (such lower amount, the "Redemption
Price").

(B) (1) The corporation will provide notice of any redemption of shares of
Class A Common Stock to holders of record of the Class A Common Stock to be
redeemed not less than 10 nor more than 60 days prior to the date fixed for such
redemption. Such notice shall be provided by first-class mail postage prepaid,
to each holder of record of the Class A Common Stock to be redeemed, at such
holder's address as it appears on the stock register of the corporation. Each
such mailed notice shall state, as appropriate, the following:

(a) the redemption date;

(b) the number of shares of Class A Common Stock to be redeemed and,
if less than all the shares held by any holder are to be redeemed, the
number of such shares to be redeemed from such holder;

(d) the place or places where certificates representing such shares
are to be surrendered for receipt of the Redemption Price; and

(e) the name and location of any bank or trust com pany with which the
corporation will deposit redemption funds pursuant to subsection (3) below.

(2) Upon surrender in accordance with the aforesaid notice of the
certificate representing any shares so redeemed (duly endorsed or accompanied by
appropriate instruments of transfer), the holders of record for such shares
shall be entitled to receive the Redemption Price, without interest. In case
fewer than all the shares represented by any such certificate are redeemed, a
new certificate representing the unredeemed shares shall be issued without cost
to the holder thereof.

(3) On the date of any redemption being made pursuant to this Article
TWELFTH, the corporation shall, and at any time after notice of such redemption
shall have been mailed and before the date of redemption the corporation may,
deposit for the benefit of the holders of shares of Class A Common Stock to be
redeemed the funds necessary for such redemption with a bank or trust company in
the City of New York or in the City of Miami, in either case having a capital
and surplus of at least $100,000,000, with instructions

B-4
<PAGE> 35

to such bank or trust company to pay the full redemption amounts as provided
herein to the holders of shares of Class A Common Stock upon surrender of
certificates for such shares; provided, however, that the making of such deposit
shall not release the corporation from any of its obligations hereunder. Any
money so deposited by the corporation and unclaimed at the end of six months
from the date designated for such redemption shall revert to the general funds
of the corporation and, upon demand, such bank or trust company shall pay over
to the corporation such unclaimed amounts and thereupon such bank or trust
company shall be relieved of all responsibility in respect thereof and any
holder of shares of Class A Common Stock so redeemed shall look only to the
corporation for the payment of the full redemption amounts, as provided herein.
Notwithstanding the foregoing, to the extent that the corporation is required
under the abandoned property laws of any jurisdiction to escheat any such
redemption amounts, the corporation shall be absolved of any further obligation
or liability to the full extent provided by any such laws. Any interest accrued
on funds deposited pursuant to this subsection (3) shall be paid from time to
time to the corporation for its own account.

(4) Notice of redemption having been given as aforesaid, upon the deposit
pursuant to subsection (3) of the full redemption amounts as provided herein in
respect of all shares of Class A Common Stock then to be redeemed,
notwithstanding that any certificates representing such shares shall not have
been surrendered in accordance with subsection (2), from and after the date of
redemption designated in the notice of redemption (a) the shares of Class A
Common Stock represented thereby shall no longer be deemed outstanding, and (b)
all rights of the holders of such shares of Class A Common Stock shall cease and
terminate, excepting only the right to receive the full redemption amounts as
provided herein without interest. If the funds deposited are not sufficient for
redemption for the shares of the Class A Common Stock that were to be redeemed,
then the certificates evidencing such shares shall be deemed not to be
surrendered, such shares shall remain outstanding and the right of holders of
shares of Class A Common Stock shall continue to be only those of a holder of
shares of the Class A Common Stock.

(C) The Board of Directors of the corporation shall have the power and duty
to determine for the purposes of this Article TWELFTH, on the basis of
information known to them after reasonable inquiry, all facts necessary to
determine compliance with this Article TWELFTH, including, without limitation
(1) the number of shares of Class A Common Stock beneficially owned by any
Person and (2) the Fair Market Value and cost of any shares of Class A Common
Stock.

(D) For purposes of this Article TWELFTH, the following terms shall have
the meanings set forth herein:

(1) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934 (the "Exchange Act"), as in
effect on the date hereof.

(2) A Person shall be deemed the "Beneficial Owner" of, shall be
deemed to have "Beneficial Ownership" of and shall be deemed to
"beneficially own" any securities:

(a) which such Person or any of such Person's Affiliates or
Associates is deemed to beneficially own, directly or indirectly, within
the meaning of Rule 13d-3 of the General Rules and Regulations under the
Exchange Act as in effect on the date hereof;

(b) which such Person or any of such Person's Affiliates or
Associates has (i) the right to acquire (whether such right is
exercisable immediately or only after the passage of time) pursuant to
any agreement, arrangement or understanding (other than customary
agreements with and between underwriters and selling group members with
respect to a bona fide public offering of securities), or upon the
exercise of conversion rights, exchange rights, rights, warrants or
options, or otherwise, provided, however, that a Person shall not be
deemed the Beneficial Owner of, or to beneficially own, securities
tendered pursuant to a tender or exchange offer made by or on behalf of
such Person or any of such Person's Affiliates or Associates until such
tendered securities are accepted for purchase; or (ii) the right to vote
pursuant to any agreement, arrangement or understanding, provided,
however, that a Person shall not be deemed the Beneficial Owner of, or
to beneficially own, any security by reason of such agreement,
arrangement or understanding if the agreement, arrangement

B-5
<PAGE> 36

or understanding to vote such security arises solely from a revocable
proxy or consent given to such Person in response to a public proxy or
consent solicitation made pursuant to, and in accordance with, the
applicable rules and regulations promulgated under the Exchange Act and
is not also then reportable on Schedule 13D under the Exchange Act (or
any comparable or successor report); or

(c) which are beneficially owned, directly or indirectly, by any
other Person and with respect to which such Person or any of such
Person's Affiliates or Associates has any agreement, arrangement or
understanding (other than customary agreements with and between
underwriters and selling group members with respect to a bona fide
public offering of securities) for the purpose of acquiring, holding,
voting (except to the extent contemplated by the proviso to Section
(D)(2)(b)(ii) of this Article TWELFTH) or disposing of such securities
of the corporation.

(3) "Fair Market Value" shall mean, in the case of Class A Common
Stock, the lowest closing sale price during the 30-day period immediately
preceding the date in question of a share of such stock on the Composite
Tape for New York Stock Exchange listed stocks, or, if such stock is not
quoted on the Composite Tape, on the New York Stock Exchange, or, if such
stock is not listed on such exchange, on the principal United States
securities exchange registered under the Exchange Act on which such stock
is listed, or, if such stock is not listed on any such exchange, the lowest
closing sale price during the 30-day period immediately preceding the date
in question of a share of such stock on The NASDAQ Stock Market operated by
The NASDAQ Stock Market, Inc. or any system then in use in its stead, or if
no such quotations are available, the fair market value on the date in
question of a share of such stock as determined by the Board of Directors
of the corporation.

(4) "Person" shall mean any individual, firm, corporation,
partnership, limited liability company, trust or other entity, and shall
include any successor (by merger or otherwise) to such entity.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed on this the day of
, 1997.

--------------------------------------
[name]
Incorporator

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<PAGE> 37

COMMON STOCK PROXY
FLORIDA PANTHERS HOLDINGS, INC.
450 EAST LAS OLAS BOULEVARD
FORT LAUDERDALE, FLORIDA 33301

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 17, 1997

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of FLORIDA PANTHERS HOLDINGS, INC., a Florida
corporation (the "Company"), hereby appoints WILLIAM M. PIERCE and RICHARD L.
HANDLEY or either of them, the proxy or proxies of the undersigned, each with
full power of substitution, to vote all shares of Class A Common Stock and Class
B Common Stock (collectively "Common Stock") of the Company which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company to be held at 3:00 p.m., Eastern Standard Time, local time, on November
17, 1997, at The Broward Center for the Performing Arts, Au Rene Theater, 201
S.W. Fifth Avenue, Fort Lauderdale, Florida 33312, and at all adjournments or
postponements thereof, with authority to vote said Common Stock on the matters
set forth on the reverse side:

The shares of Common Stock represented by this Proxy will be voted in the
manner directed herein by the undersigned stockholder, who shall be entitled to
the vote corresponding to each share of Common Stock held by such stockholder.

The Board of Directors recommends a vote FOR each of the following:

1. To elect as directors of Florida Panthers Holdings, Inc. all of the following
nominees: Steven R. Berrard, Dennis J. Callaghan, Michael S. Egan, Richard H.
Evans, Chris Evert, Harris W. Hudson, H. Wayne Huizenga, George D. Johnson,
Jr., Henry Latimer and Richard C. Rochon.

[ ] FOR [ ] WITHHELD FOR ALL

FOR, except vote withheld from

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

(continued and to be signed on reverse side)

2. To approve the Amendment to the Company's 1996 Stock Option Plan.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. To approve the Reincorporation of the Company in the State of Delaware.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. In their judgment, the proxies are authorized to vote upon such other
business as may be properly brought before the meeting and each adjournment
or postponement thereof.

THIS PROXY WILL BE VOTED AS SPECIFIED, IF NO SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED FOR THE FIRST THREE PROPOSALS AND IN THE DISCRETION OF
THE PROXIES ON ANY OTHER BUSINESS PROPERLY BROUGHT BEFORE THE MEETING.
Date:

- --------------------------------------------------------------------------, 1997

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

(Signature)

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

(Signature)

PLEASE SIGN YOUR NAME EXACTLY
AS IT APPEARS ON THE LEFT.
EXECUTORS, ADMINISTRATORS,
TRUSTEES, GUARDIANS, ATTORNEYS
AND AGENTS SHOULD GIVE THEIR
FULL TITLES AND SUBMIT
EVIDENCE OF APPOINTMENT UNLESS
PREVIOUSLY FURNISHED TO THE
COMPANY OR ITS TRANSFER AGENT,
ALL JOINT OWNERS SHOULD SIGN.

PLEASE MARK, DATE, SIGN AND RETURN USING THE ENCLOSED ENVELOPE.
YOUR PROMPT ATTENTION WILL BE APPRECIATED.