FLORIDA PANTHERS HOLDINGS INC, POS AM, 1997-10-14

FLORIDA PANTHERS HOLDINGS INC
POS AM, 1997-10-14
AMUSEMENT & RECREATION SERVICES

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<PAGE> 1

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

REGISTRATION STATEMENT NO. 333-28951

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1

FORM S-4
REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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

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<C> <C> <C>
FLORIDA 7941 65-0676005
(State or other jurisdiction of incorporation (Primary Standard Industrial (I.R.S. Employer Identification Number)
or organization) Classification Code Number)
</TABLE>

<TABLE>
<C> <C>
RICHARD L. HANDLEY
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
FLORIDA PANTHERS HOLDINGS, INC.
450 EAST LAS OLAS BOULEVARD 450 EAST LAS OLAS BOULEVARD
FORT LAUDERDALE, FLORIDA 33301 FORT LAUDERDALE, FLORIDA 33301
(954) 712-1300 (954) 712-1300
(Address, including zip code, and telephone number, including (Name, address, including zip code, and telephone
area code, of registrant's principal executive offices) number, including area code, of agent for service)

</TABLE>

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Copies to:

STEPHEN K. RODDENBERRY, ESQ.
AKERMAN, SENTERFITT & EIDSON, P.A.
ONE S.E. THIRD AVENUE, 28TH FLOOR
MIAMI, FLORIDA 33131-1704
(305) 374-5600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the Registration Statement becomes effective and after
satisfaction or waiver of all other conditions to the closing of the
Contribution and Exchange pursuant to the Contribution and Exchange Agreement
described in the enclosed Solicitation Statement/Prospectus.

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If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

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<PAGE> 2

Logo

PROSPECTUS

FLORIDA PANTHERS HOLDINGS, INC.

This Prospectus is being furnished to the current limited partners (the
"Limited Partners") of Boca Raton Hotel and Club Limited ("Boca Partnership"),
who were previously provided a copy of that Solicitation Statement/Prospectus
dated June 12, 1997 (the "Solicitation Statement/Prospectus") in connection with
the proposal to approve and adopt a Contribution and Exchange Agreement dated as
of March 20, 1997, as amended and restated (the "Contribution and Exchange
Agreement"), by and among Florida Panthers Holdings, Inc. ("Panthers Holdings"),
Boca Raton Hotel and Club Limited Partnership, a Florida limited partnership
("Boca Partnership"), BRMC, L.P., a Delaware limited partnership (the "Boca
General Partner"), and BRMC Corporation, a Delaware corporation and the general
partner of the Boca General Partner ("BRMC"). Boca Partnership was formed in
June 1983 for the purpose of purchasing, owning, managing and operating the Boca
Raton Resort and Club ("Boca Resort"), a destination luxury resort and private
club encompassing 298 acres of land fronting on both the Atlantic Ocean and
Intracoastal Waterway in Boca Raton, Florida. The transaction contemplated by
the Contribution and Exchange Agreement (the "Contribution and Exchange") was
consummated on June 26, 1997.

Upon the terms and subject to the provisions of the Contribution and
Exchange Agreement, all of the assets of Boca Partnership were transferred to
Panthers BRHC Limited, a newly-formed Florida limited partnership ("Panthers
BRHC"), in which the managing general partner and the limited partner are
wholly-owned by the Panthers Holdings. As set forth in the Contribution and
Exchange Agreement, Panthers Holdings, through the managing general partner,
limited partner and Panthers BRHC, paid the following consideration: (i) a
non-managing general partnership interest in Panthers BRHC; (ii) warrants (the
"Warrants") to purchase 869,810 shares of Panthers Holdings' Class A common
stock, par value $.01 per share (the "Class A Common Stock"); (iii) 189,574
shares of Class A Common Stock, which were used to compensate certain affiliates
of Boca Partnership, who through their affiliates control the Boca General
Partner, for their involvement in integrating Boca Resort into the Company; (iv)
82,729 shares of Class A Common Stock, which were used to pay persons to whom
Boca Partnership is obligated to pay fees; (v) exchange rights (the "Exchange
Rights") which, when distributed to the Boca General Partner and the limited
partners in accordance with the partnership agreement of Boca Partnership, will
entitle such holders, without any additional consideration, to sell their
partnership interests to an affiliate of Panthers Holdings in exchange for
approximately 4,242,586 shares of Class A Common Stock exercisable at any time
before January 1, 2001; and (vi) the assumption of indebtedness and payment of
deferred fees and additional interest charges owed by the Boca Partnership in
the amount of approximately $205.9 million, of which approximately $95.9 million
was repaid upon consummation of the Contribution and Exchange. Of the $95.9
million which was repaid, $60.9 million was paid from Panthers Holdings' working
capital and $35.0 million was paid from the incurrence of additional debt.

This Prospectus updates certain information contained in the Solicitation
Statement/Prospectus and is for the use of the Limited Partners in determining
whether to exercise their Warrants or Exchange Rights for shares of the Class A
Common Stock.

Panthers Holdings' executive offices are located at 450 East Las Olas
Boulevard, Fort Lauderdale, Florida 33301, and its telephone number is (954)
712-1300.

The Class A Common Stock is traded on the New York Stock Exchange (the
"NYSE") under the symbol "PAW." On October 2, 1997, the last reported sale price
of Class A Common Stock as reported by the New York Stock Exchange was $24 3/4
per share.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this Prospectus is October __ , 1997.

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TABLE OF CONTENTS

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PAGE
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<S> <C>
SUMMARY..................................................... 1
SUMMARY FINANCIAL DATA...................................... 5
RISK FACTORS................................................ 6
PRICE RANGE OF CLASS A COMMON STOCK......................... 12
DIVIDEND POLICY............................................. 12
PANTHERS HOLDINGS SELECTED FINANCIAL DATA................... 13
THE CONTRIBUTION AND EXCHANGE............................... 14
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF PANTHERS HOLDINGS............ 25
BUSINESS OF PANTHERS HOLDINGS............................... 32
MANAGEMENT OF PANTHERS HOLDINGS............................. 46
EXECUTIVE COMPENSATION...................................... 49
CERTAIN TRANSACTIONS OF PANTHERS HOLDINGS................... 51
PRINCIPAL SHAREHOLDERS OF PANTHERS HOLDINGS................. 52
DESCRIPTION OF PANTHERS HOLDINGS CAPITAL STOCK.............. 54
LEGAL MATTERS............................................... 56
EXPERTS..................................................... 56
ADDITIONAL INFORMATION...................................... 56
INDEX TO FINANCIAL STATEMENTS............................... F-1
</TABLE>

ANNEX

ANNEX A -- CONTRIBUTION AND EXCHANGE AGREEMENT

<PAGE> 4

SUMMARY

The following is a summary of certain information contained elsewhere in
this Prospectus. Reference is made to, and this summary is qualified in its
entirety by, the more detailed information contained in this Prospectus and the
Annex hereto. The Limited Partners are urged to read this Prospectus and the
Annex hereto in their entirety. This Prospectus contains certain forward-looking
statements which may involve certain risks and uncertainties. The actual results
may differ materially from the results anticipated in these forward-looking
statements as a result of certain factors set forth under "Risk Factors" and
elsewhere in this Prospectus. Capitalized terms contained in this Prospectus and
not defined herein shall have the meanings set forth in the Contribution and
Exchange Agreement, which is attached hereto as Annex A.

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

PANTHERS HOLDINGS

Panthers Holdings is a holding company with subsidiaries currently
operating in two business segments: (i) leisure and recreation (the "Leisure and
Recreation Business") and (ii) entertainment and sports (the "Entertainment and
Sports Business"). Panthers Holdings was formed in July 1996 and, upon the
completion of its initial public offering and concurrent offering (the "Initial
Offerings") in November 1996, continued the operations of the Panthers, a
professional hockey team which has been a member of the National Hockey League
("NHL") since 1993. Following completion of the Initial Offerings, Panthers
Holdings expanded into the Leisure and Recreation Business, through the
ownership and operation of high-end destination luxury resorts, and diversified
the Entertainment and Sports Business to include ice skating rink operations.
Panthers Holdings current focus is on expanding the Leisure and Recreation
Business. The primary elements of Panthers Holdings' current business strategy
include: (i) the development of capital projects (additional unit construction,
recreational amenities and conference space) at its existing luxury resorts,
(ii) the expansion of the core upscale clientele of the Leisure and Recreation
Business, which will increase Panthers Holdings' ability to cross-market other
services to this customer base and (iii) the acquisition of other luxury
resorts. In executing its business strategy, Panthers Holdings continuously
evaluates opportunities in other industries and businesses for potential
strategic acquisitions where Panthers Holdings believes it can leverage its
competitive strengths and increase stockholder value.

The Leisure and Recreation Business currently consists of Panthers
Holdings' interests in four high-end destination luxury resort operations: Boca
Resort, Registry Resort, Pier 66 and Bahia Mar. Boca Resort, Registry Resort,
Pier 66 and Bahia Mar are collectively referred to as the "Resort Facilities."

Boca Resort is a destination luxury resort and private club fronting both
the Atlantic Ocean and Intracoastal Waterway in Boca Raton, Florida. Boca Resort
includes 963 luxury guest rooms, a 50,000 sq. ft. conference center, a separate
140,000 sq. ft. conference center currently under construction, a 25 slip
marina, two 18 hole championship golf courses, a 31 court tennis club, five
swimming pools, an indoor basketball court, two indoor racquetball courts, a
fitness center, a half mile of private beach with various water sports
facilities and 15 food and beverage sites ranging from five-star cuisine to
beach side grills. Boca Resort has consistently been awarded the Readers' Award
as one of the "Top 25 Hotels in North America" by Travel & Leisure magazine.

Registry Resort is a luxury resort fronting the Gulf of Mexico in Naples,
Florida, within a 90-minute drive of the east coast of South Florida. Panthers
Holding's currently owns approximately 68% of Registry

<PAGE> 5

Resort and has made offers to acquire the remaining 32%. Registry Resort
includes 474 luxury guest rooms, a conference center, recreational areas,
restaurant and retail outlets, a 15 court tennis facility and a nature reserve
boardwalk, as well as water sports and other beach amenities. Registry Resort
has received Mobile Travel Guide's Four Star Award, as well as AAA's Four
Diamond Award, and has been cited by Conde Nast Traveler magazine as one of the
best resorts in the United States.

Pier 66 is a luxury resort and marina fronting the Intracoastal Waterway in
Fort Lauderdale, Florida. Pier 66 includes 380 luxury guest rooms, a 142 slip
marina, three swimming pools, meeting space and six restaurants and lounges.
Pier 66 has received the Mobil Travel Guide's Four Star Award and AAA's Four
Diamond Award.

Bahia Mar is a resort and marina complex fronting the Atlantic Ocean in
Fort Lauderdale, Florida. Bahia Mar includes 300 luxury guest rooms, a 350 slip
marina, four tennis courts, meeting space and retail space. Bahia Mar has
received the Mobil Travel Guide's Three Star Award and AAA's Three Diamond
Award, as well as the 1995 Radisson President's Award and a City of Fort
Lauderdale Community Appearance Award.

Panthers Holdings' Entertainment and Sports Business currently consists of
Panthers Holdings' hockey operations, arena development and management
operations and ice skating rink operations. Panthers Holdings' hockey operations
consist of the ownership and operation of the Panthers. Panthers Holdings' arena
development and management operations involve the Broward County Arena, a new
multi-purpose, state-of-the-art entertainment and sports center in Broward
County, Florida. Pursuant to an operating agreement between Panthers Holdings
and Broward County, upon completion of the Broward County Arena, Panthers
Holdings will manage and operate the Broward County Arena, where the Panthers
will play their home games. Panthers Holdings also owns approximately 78% of
Decoma, the entity which operates the Miami Arena, the arena where the Panthers
play their home games. Panthers Holding's ice skating rink activities consist of
the operation of Incredible Ice, a twin-pad ice skating rink facility in Coral
Springs, Florida, and Gold Coast, an ice skating rink facility in Pompano Beach,
Florida.

Panthers Holdings was incorporated in Florida on July 3, 1996. In
connection with the Initial Offerings, the Class A Common Stock began trading on
The Nasdaq National Market on November 13, 1996 under the symbol "PUCK." On July
11, 1997, the Class A Common Stock began trading on the NYSE under the symbol
"PAW."

BOCA PARTNERSHIP

Boca Partnership was formed in June 1983 for the purpose of purchasing,
owning, managing and operating the Boca Raton Resort and Club, a destination
luxury resort and private club encompassing 298 acres of land fronting on both
the Atlantic Ocean and Intracoastal Waterway in Boca Raton, Florida. The Boca
Raton Resort and Club consists of 963 luxury guest rooms, a 70,000 sq. ft.
convention center, a separate 140,000 sq. ft. convention center currently under
construction, a 25 slip marina, two 18-hole championship golf courses, 31 tennis
courts, five swimming pools, an indoor basketball court, two indoor racquetball
courts, three fitness centers and 15 food and beverage sites, ranging from five
star cuisine to beachside grills.

TERMS OF THE CONTRIBUTION AND EXCHANGE

Pursuant to the Contribution and Exchange Agreement, Panthers Holdings
acquired substantially all of the assets of Boca Partnership on June 26, 1997,
in exchange for the consideration described below.

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<PAGE> 6

limited partners in accordance with the partnership agreement of Boca
Partnership, will entitle such holders, without any additional consideration, to
sell their partnership interests to an affiliate of Panthers Holdings in
exchange for approximately 4,242,586 shares of Class A Common Stock exercisable
at any time before January 1, 2001; and (vi) the assumption of indebtedness and
payment of deferred fees and additional interest charges owed by the Boca
Partnership in the amount of approximately $205.9 million, of which
approximately $95.9 million was repaid upon consummation of the Contribution and
Exchange. Of the $95.9 million which was repaid, $60.9 million was paid from
Panthers Holdings' working capital and $35.0 million was paid from the
incurrence of additional debt.

Following the consummation of the Contribution and Exchange, the Limited
Partners electing not to exercise the Exchange Rights to exchange the units of
limited partner interests ("Units") for shares of Class A Common Stock will
continue to hold the Units, the Boca General Partner will continue to hold its
general partner interest in Boca Partnership and Boca Partnership will hold a
general partner interest in Panthers BRHC. The Exchange Rights expire on January
31, 2001. However, the terms of the Panthers BRHC limited partnership agreement
(the "BRHC Partnership Agreement") provide Panthers Holdings with the option to
purchase after thirty (30) day written notice a cash buy-out at any time after
January 31, 2001 all or a portion of the general partner interest held by Boca
Partnership in Panthers BRHC. Panthers Holdings is not obligated to exercise its
option to purchase all or any portion of the general partner interest of Boca
Partnership in Panthers BRHC. More specifically, at any time after January 31,
2001, Panthers Holdings may acquire for cash all of the general partner interest
held by Boca Partnership in Panthers BRHC at a price equal to the fair market
value of such general partner interest, which will be based on the distributions
which would be made in respect of such general partner interest if the Boca
Raton Resort and Club were sold for its then appraised value as obtained by an
affiliate of Panthers Holdings in its capacity as General Partner of Panthers
BRHC and the proceeds were distributed pursuant to the BRHC Partnership
Agreement, with a 30% discount for non-marketability and lack of control. If
Panthers Holdings exercises its option to acquire a portion of the general
partner interest held by Boca Partnership in Panthers BRHC, the cash price paid
will equal the pro rata portion of the price if Panthers Holdings purchased the
entire interest held by the Boca Partnership in Panthers BRHC. Accordingly, the
limited partners who have not exercised their rights to exchange their Units
would receive a cash buy-out equivalent to their proportional interests, as set
forth in the partnership agreement of Boca Partnership (the "Boca Partnership
Agreement"), in the proceeds of a hypothetical sale of the Boca Raton Resort and
Club equivalent to 70% of appraised value as obtained by an affiliate of
Panthers Holdings in its capacity as General Partner of Panthers BRHC. If the
limited partners and the Boca General Partner have not availed themselves of
their right to exchange their Units or Boca General Partner economic interest
for shares of Class A Common Stock on or before January 31, 2001, there can be
no assurance (i) that limited partners will receive any cash flow distributions
from Boca Partnership under the terms of the Boca Partnership Agreement, or that
they will be able to sell or otherwise dispose of their Units, or (ii) if the
cash buy-out option is exercised, that the price received by Boca Partnership in
connection with such a buy-out right and the resulting distribution will be
greater than the value of the Class A Common Stock into which the limited
partners could exchange their Units and it may be in their interest to exchange
before the buy-out right is exercised. Further, both the exercise of the
Exchange Rights and the exercise of the cash buy-out rights will result in a
taxable event to the limited partners of Boca Partnership that, depending on the
separate circumstances of each such individual limited partner, should result in
taxable gain. See "The Contribution and Exchange -- Certain Federal Income Tax
Consequences."

As the non-managing general partner of Panthers BRHC, Boca Partnership will
be liable to the creditors of Panthers BRHC other than those creditors who agree
to limit their recourse only to the assets of Panthers BRHC. In addition, under
the Panthers BRHC Partnership Agreement, so long as persons other than
affiliates of Panthers Holdings own more than 51% of the limited partnership
interests in Boca Partnership, the non-managing general partner will have the
right (i) to approve any amendment (unless such amendment will not have a
material adverse impact on Boca Partnership) to the BRHC Partnership Agreement;
(ii) to approve any sale of all or substantially all of the contributed assets
of Panthers BRHC prior to January 1, 2001, provided, however, if prior to
January 1, 2001, the Class A Common Stock closes at an average price of $52.75
for five consecutive trading days, the non-managing general partner shall have
no right to approve any sale of all or substantially all of the contributed
assets; (iii) to consult with the managing general partner to develop

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an annual budget, provided, however, that the managing general partner will have
the sole authority to approve such budget; and (iv) to consult with the managing
general partner regarding the renewal or termination of employment agreements
between Panthers BRHC and operating management employees. Upon consummation of
the Contribution and Exchange, and until such time as a sufficient percentage of
the limited partners of Boca Partnership exercise their right to exchange their
respective Units for shares of Class A Common Stock, Panthers Holdings and its
affiliates will own less than 51% of Boca Partnership.

In lieu of a special meeting of the shareholders of Panthers Holdings,
action to approve and adopt the Contribution and Exchange Agreement was taken by
written consent of at least a majority 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. The consents of the limited partners of Boca
Partnership to approve and adopt the Contribution and Exchange Agreement were
solicited separately by the Boca General Partner. The current limited partners
of Boca Partnership did not have appraisal rights in connection with the
Contribution and Exchange. However, no such limited partner will be forced to
exchange his limited partnership interest for Panthers Holdings' securities.

MANAGEMENT OF BOCA RATON RESORT AND CLUB FOLLOWING THE CONTRIBUTION AND EXCHANGE

Upon consummation of the Contribution and Exchange, the day-to-day
operations of Boca Resort continued to be managed by Boca Resort's management
team.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

Certain United States federal income tax considerations applicable to the
Contribution and Exchange are summarized under "The Contribution and
Exchange -- Certain Federal Income Tax Consequences." There should be no
material federal income tax consequences to Panthers Holdings as a result of the
Contribution and Exchange. Although the Contribution and Exchange has been
structured as a tax deferred transaction for the Limited Partners of Boca
Partnership as a result of the receipt by Boca Partnership of a partnership
interest in Panthers BRHC rather than cash or securities, because of the
uncertainty of the law and the factual nature of the issues, counsel is unable
to render an opinion that the Internal Revenue Service ("IRS") would not be
successful if the IRS challenged the tax deferred nature of all or portions of
the Contribution and Exchange. If the IRS were successful with such a challenge,
all or a substantial portion of the potential gain to a limited partner would be
accelerated and recognized upon the closing of the Contribution and Exchange.
See "Risk Factors -- Tax Risk Factors" and "The Contribution and
Exchange -- Certain Federal Income Tax Consequences."

RECENT DEVELOPEMENTS

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

Panthers Holdings' principal executive offices are located at 450 East Las
Olas Boulevard, Fort Lauderdale, Florida 33301 and its telephone number is (954)
712-1300.

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SUMMARY FINANCIAL DATA

(IN THOUSANDS, EXCEPT PER SHARE DATA)

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

<TABLE>
<CAPTION>
FOR THE YEARS ENDED JUNE 30, INCEPTION
------------------------------------------------ DECEMBER 2,
PRO FORMA 1992 THROUGH
1997 1997 1996 1995 1994 JUNE 30, 1993
--------- --------- -------- -------- -------- --------------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Leisure and recreation
revenue............... $163,850 $ 17,567 $ -- $ -- $ -- $ --
Sports and entertainment
revenue............... 37,051 36,695 34,087 17,746 21,682 --
-------- --------- -------- -------- -------- --------
Total revenue......... 200,901 54,262 34,087 17,746 21,682 --
Total operating
expenses............ 186,870 62,641 54,144 29,045 32,145 770
-------- --------- -------- -------- -------- --------
Operating income
(loss)................ 14,031 (8,379) (20,057) (11,299) (10,463) (770)
Net loss................ $ (1,812) $ (10,260) $(25,139) $(15,386) $(12,926) $ (937)
======== ========= ======== ======== ======== ========
Net loss per share...... $ (.07)(a) $ (0.74)(b) $ (4.76)(c) $ (2.96)(c) $ (2.93)(c) $ (0.21)(c)
Weighted average shares
outstanding........... 26,983(a) 13,829(b) 5,276(c) 5,203(c) 4,405(c) 4,405(c)

BALANCE SHEET DATA:
Total current assets............... $ 70,590 $ 3,756 $ 3,408 $ 2,996 $ 9,117
Total current liabilities.......... $ 48,236 $ 67,786 $ 50,292 $ 17,712 $ 15,605
Total assets....................... $ 600,392 $ 47,760 $ 53,587 $ 49,019 $ 59,669
Non-current obligations............ $ 251,003 $ 28,277 $ 25,643 $ 45,169 $ 45,000
Shareholders' equity (deficit)..... $ 301,153 $(48,303) $(22,348) $(13,862) $ (937)
</TABLE>

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(a) Net loss per share and weighted average shares outstanding are determined
based on the (i) 5,275,678 shares issued in connection with the
Reorganization as if they had been outstanding for the entire period
presented, (ii) 4,838,710 shares (of the 7,300,000 shares issued in the
Prior Offerings) issued to repay Panthers Holdings' outstanding indebtedness
as if they had been outstanding for the period prior to the Prior Offerings,
(iii) 7,300,000 shares issued in connection with the Prior Offerings for the
period for which they were actually outstanding, (iv) 8,400,000 shares
issued in connection with the Exchange Agreements (4,450,000 shares for 2301
Ltd. and 3,950,000 shares for Rahn Ltd.) as if they had been outstanding for
the entire period presented, (v) 212,766 shares issued in the acquisition of
Incredible Ice as if they had been outstanding for the entire period
presented, (vi) 2,460,000 shares issued in the Private Placement for the
period for which they were actually outstanding and (vii) 4,514,889 shares
issued in connection with the acquisition of Boca Raton Resort and Club as
if they had been outstanding for the entire period presented and (viii)
1,994,124 shares (of the 2,460,000 issued in the Private Placement) issued
to repay $54.3 million of outstanding indebtedness as if they had been
outstanding for the entire period presented.

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

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

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RISK FACTORS

Prospective investors should consider carefully the following risk factors,
together with the other information contained in this Prospectus, in evaluating
an investment in the shares of Class A Common Stock offered hereby. The
following factors and other information set forth in this Prospectus contain
certain forward-looking statements involving risks and uncertainties. Panthers
Holdings' actual results may differ materially from the results anticipated in
these forward-looking statements as a result of certain factors set forth in
this section and elsewhere in this Prospectus.

HISTORY OF LOSSES OF THE PANTHERS AND UNCERTAINTY OF FUTURE RESULTS

Panthers Holdings and its subsidiaries have not generated any earnings to
date and have incurred net losses of approximately $10.3 million, $25.1 million,
$15.4 million, $12.9 million and $937,000 during the years ended June 30, 1997,
1996, 1995 and 1994 and the seven months ended June 30, 1993, respectively.
These losses were due primarily to the operations of the Panthers. Although
Panthers Holdings has moved into the high-end luxury resort business, which is
generally more profitable than professional sports franchises, there can be no
assurance that Panthers Holdings will ever achieve a profitable level of
operations or that profitability, if achieved, can be sustained on an ongoing
basis.

NEED FOR ADDITIONAL CAPITAL

Panthers Holdings' business may require substantial capital infusions on a
continuing basis to finance operations and expansion. Panthers Holdings' capital
resources are used to meet operating expenses, satisfy Panthers Holdings' debt
and other obligations, expand Panthers Holdings' existing resorts and acquire
additional resorts. Panthers Holdings believes that it has or can obtain sources
of capital from additional borrowings or the sale of debt or equity securities,
or some combination thereof to satisfy its capital requirements. In the event
Panthers Holdings cannot generate sufficient cash flow from its operations, or
is unable to borrow or otherwise obtain additional funds to finance its
operations, Panthers Holdings' financial condition or results of operations
could be materially adversely affected.

CHALLENGES OF INTEGRATING THE OPERATIONS OF THE RESORT FACILITIES

The full benefits of Panthers Holdings' acquisitions of the Resort
Facilities will require the integration of each entity's administrative, finance
and marketing organizations and the implementation of appropriate operational,
financial and management systems and controls. There can be no assurance that
Panthers Holdings will be able to integrate the operations of the Resort
Facilities successfully.

RISKS RELATING TO EXPANSION

Panthers Holdings may, as part of its growth strategy, consider making
additional acquisitions of certain resort-related, sports-related or other types
of businesses, as well as certain commercial properties, including properties
which may be owned by Mr. Huizenga, Panthers Holdings' Chairman of the Board, or
his affiliates. Panthers Holdings may make such acquisitions with cash or with
stock or a combination thereof. If Panthers Holdings does make any such
acquisitions, various associated risks may be encountered, including potential
dilution to the shares of Class A Common Stock then outstanding due to
additional shares of Class A Common Stock or Class B Common Stock (collectively,
the "Common Stock") being issued in connection with the acquisitions, incurrence
or assumption of debt, possible goodwill amortization or additional depreciation
on acquired property and equipment, diversion of management's attention,
possible environmental and other regulatory costs and unanticipated problems or
liabilities, some or all of which could have a material adverse effect on
Panthers Holdings' financial condition or results of operations.

CONTROL BY H. WAYNE HUIZENGA; VOTING RIGHTS

Panthers Holdings has two classes of common stock, the Class A Common Stock
and the Class B Common Stock. Panthers Holdings has issued shares of Class B
Common Stock to Mr. Huizenga to satisfy certain control requirements of the NHL.
In accordance with the NHL Constitution and Bylaws, a change in

6
<PAGE> 10

the controlling shareholder must be approved by the NHL. As such, Mr. Huizenga
is required to maintain control of Panthers Holdings unless the NHL approves the
transfer of his controlling interests. See
"Business -- Operations -- Entertainment and Sports Business -- Control
Requirement." The Class A Common Stock and the Class B Common Stock generally
vote together on each matter submitted to the stockholders for approval. Each
share of Class A Common Stock is entitled to one vote, and each share of Class B
Common Stock is entitled to 10,000 votes. Consequently, Mr. Huizenga, as the
sole holder (holding 255,000 shares) of the Class B Common Stock, will be able
to control the management and policies of Panthers Holdings and the outcome of
substantially all of the matters submitted to the stockholders for approval,
including the election of directors.

Neither Panthers Holdings' charter nor its bylaws restrict the transfer of
the Class B Common Stock. Accordingly, subject to the requirements of federal
and state securities laws and the approval of the NHL, shares of Class B Common
Stock may be owned by persons other than Mr. Huizenga. As a result, control of
Panthers Holdings may be transferred by Mr. Huizenga to other persons without
the approval of the holders of Class A Common Stock and Mr. Huizenga may receive
a control premium, which may be significant, in connection with such sale.

DEPENDENCE ON KEY PERSONNEL

For the foreseeable future, Panthers Holdings will be materially dependent
upon the services of Mr. Huizenga. The loss of the services of Mr. Huizenga
could have a material adverse effect on Panthers Holdings. Panthers Holdings
does not carry key man life insurance on any of its officers.

SHARES OF CLASS A COMMON STOCK ELIGIBLE FOR FUTURE SALE

All of Panthers Holdings' currently issued and outstanding shares of Class
A Common Stock were either issued in the prior registered public offerings or
have been registered for resale (except for 34,760 shares of Class A Common
Stock which were issued in connection with the acquisition of Gold Coast), and
thus are freely tradeable without restriction under the Securities Act, unless
held by an affiliate of Panthers Holdings. In addition, Panthers Holdings has
registered under the Securities Act (i) the 5,112,396 shares of the Class A
Common Stock which are issuable in connection with the acquisition of Boca
Resort, (ii) 2,600,000 shares of the Class A Common Stock reserved for issuance
under the Stock Option Plan and (iii) 6,000,000 shares of Class A Common Stock
which may be issued in connection with potential future acquisitions and resales
thereof by the recipients. Shares so registered could be sold in the public
market at any time. No predictions can be made as to the effect, if any, that
market sales of shares of Class A Common Stock or the availability of the shares
of Class A Common Stock for sale will have on the market price for shares of
Class A Common Stock prevailing from time to time. Sales of substantial amounts
of shares of Class A Common Stock in the public market could adversely affect
the market price of the Class A Common Stock and could impair Panthers Holdings'
future ability to raise capital through an offering of equity securities.

POSSIBLE VOLATILITY OF STOCK PRICE

The trading price of the Class A Common Stock could be subject to
significant fluctuations in response to variations in quarterly results and
other factors.

ABSENCE OF DIVIDENDS

Panthers Holdings does not intend to pay any cash or stock dividends with
respect to its Common Stock in the foreseeable future. Furthermore, Panthers
Holdings' ability to declare or pay dividends on its Common Stock is limited by
the provisions of the NHL Bylaws and is expected to be limited by the terms of a
new credit facility which Panthers Holdings is currently negotiating with an
existing lender (the "New Credit Facility").

7
<PAGE> 11

OPERATING RISKS RELATING TO THE RESORT FACILITIES

The Resort Facilities are subject to all operating risks common to the
resort and hotel industry. These risks include, among other things,
over-building in the resort and hotel industry which adversely affects rates
charged by the Resort Facilities; increases in operating costs due to inflation
and other factors; dependence on tourism and weather conditions; increases in
energy costs and other expenses of travel; and adverse effects of general and
local economic conditions. Any of these factors could have a material adverse
effect on Panthers Holdings' financial condition or results of operations.

SEASONALITY OF THE RESORT BUSINESS

The business of the Resort Facilities is generally seasonal. The Resort
Facilities, each of which is located in South Florida, have historically
experienced higher revenues and operating profits in the first and fourth
quarters of each calendar year due to increased rates of occupancy and room
rental rates during the winter months. This seasonality also results in higher
operating costs during these quarters.

COMPETITION

The resort and hotel industry is highly competitive. Competitive factors
within the resort and hotel industry include room rates, quality of
accommodations, service levels, convenience of location, reputation, reservation
systems, name recognition and availability of alternative resort and hotel
operations in local markets. Each of the Resort Facilities has a number of
competitors. An increase in the number of competitive resort and hotel
facilities in each of the Resort Facilities' respective markets could have a
material adverse effect on the levels of occupancy and average room rates of
each of the Resort Facilities. Further, there can be no assurance that new or
existing competitors will not significantly reduce their rates or offer greater
convenience, services or amenities or significantly expand, improve or develop
facilities in the markets in which the Resort Facilities compete, thereby
adversely affecting Panthers Holdings' resort and hotel operations.

The Panthers compete for entertainment and sports dollars not only with
other major league sports, but also with college athletics and other
sports-related entertainment. During portions of its season, the Panthers
experience competition from professional basketball (the Miami Heat),
professional football (the Miami Dolphins) and professional baseball (the
Florida Marlins). Mr. Huizenga currently controls the Miami Dolphins and the
Florida Marlins. In addition, the colleges and universities in South Florida, as
well as public and private secondary schools, offer a full schedule of athletic
events throughout the year. The Panthers also compete for attendance and
advertising revenue with a wide range of other entertainment and recreational
activities available in South Florida. Additionally, the Panthers compete with
other NHL and non-NHL teams, professional and otherwise, for available players.

CAPITAL EXPENDITURES RELATING TO THE RESORT FACILITIES

The Resort Facilities have an ongoing need for routine renovations and
other capital improvements, including periodic replacement of furniture,
fixtures and equipment. The cost of such capital improvements could have a
material adverse effect on Panthers Holdings' financial condition or results of
operations. In addition, the Resort Facilities may require non-routine
renovations in the future. Such renovations involve certain risks, including the
possibility of environmental problems, the possibility that Panthers Holdings
will not have available cash to fund renovations or that financing for
renovations will not be available on favorable terms, uncertainties as to market
demand or deterioration in market demand after commencement of renovation and
the emergence of unanticipated competition from other resorts, hotels and
alternative lodging facilities.

ENVIRONMENTAL MATTERS

Panthers Holdings' operating costs may be affected by the obligation to pay
for the cost of complying with existing environmental laws, ordinances and
regulations, as well as the cost of complying with future legislation. Under
various federal, state and local environmental laws, ordinances and regulations,
a current or

8
<PAGE> 12

previous owner or operator of real property may be liable for the costs of
removal or remediation of hazardous or toxic substances, as well as
contamination from such hazardous or toxic substances, on, under or in such
property. Such laws and regulations often impose liability whether or not the
owner or operator knew of, or was responsible for, the presence of such
hazardous or toxic substances. Liability extends to those persons arranging for
the disposal of hazardous or toxic substances. Environmental laws and
regulations also impose restrictions on the manner in which property may be used
or transferred or in which businesses may be operated thereon, and these
restrictions may require certain expenditures. In connection with the ownership
of its properties, Panthers Holdings may be liable for any such costs. The costs
of complying with environmental laws and of defending against claims of
liability arising therefrom could have a material adverse effect on Panthers
Holdings' financial condition and results of operations.

LOSSES IN EXCESS OF RESORT FACILITIES' INSURANCE COVERAGE; LIMITATIONS OF
INSURANCE FOR THE PANTHERS

Panthers Holdings maintains comprehensive insurance on the Resort
Facilities, including liability, fire and extended coverage, in the types and
amounts customarily obtained by an owner and operator in the resort and hotel
industry. Nevertheless, there are certain types of losses, generally of a
catastrophic nature, that may be uninsurable or not economically insurable.
Panthers Holdings will use its discretion in determining amounts, coverage
limits and deductibility provisions of insurance, with a view to obtaining
appropriate insurance on the Resort Facilities at a reasonable cost and on
suitable terms. This may result in insurance coverage that, in the event of a
loss, would not be sufficient to pay the full current market value or current
replacement value of Panthers Holdings' lost investment and the insurance
proceeds received by Panthers Holdings might not be adequate to restore its
economic position with respect to the Resort Facilities.

The Panthers maintain disability insurance for certain highly compensated
players, which insurance provides for up to 80% salary reimbursement after the
player misses 30 consecutive regular season games due to injury. In the event an
injured player is not insured or disability insurance does not cover the entire
amount of the injured player's salary, Panthers Holdings may be obligated to pay
all or a portion of the injured player's salary.

UNCERTAINTIES OF INCREASES IN THE PANTHERS' PLAYERS' SALARIES

Players' salaries in the NHL have increased significantly over the last
three seasons. The NHL Collective Bargaining Agreement is designed, in part, to
control the future rate of increase in players' salaries. However, there can be
no assurance that the rate of increase in players' salaries will be effectively
controlled. Significant increases in players' salaries could have a material
adverse effect on the Company's financial condition or results of operations.

NHL MEMBERSHIP -- POTENTIAL LIABILITIES AND OWNERSHIP RESTRICTIONS

Because the NHL is a joint venture, the Panthers and other members of the
NHL are generally jointly and severally liable for the debts and obligations of
the league. Any failure of other members of the NHL to pay their pro rata share
of any such debt or obligation could adversely affect the Panthers. In addition,
the Panthers and their personnel are bound by a number of rules, regulations and
agreements, including, but not limited to, the Constitution and Bylaws of the
NHL, national television contracts and the NHL Collective Bargaining Agreement.

The NHL Constitution and Bylaws contain provisions which may in some
circumstances operate to prohibit a person from acquiring Class A Common Stock
and affect the value of such Class A Common Stock. In general, any acquisition
of shares of Class A Common Stock which will result in a person or a group of
persons holding a 5% or more interest in Panthers Holdings, and each acquisition
of shares of Class A Common Stock which will result in a person or a group of
persons holding any multiple of a 5% interest, will require the prior approval
of the NHL, which may be granted or withheld in the sole discretion of the NHL.

DEVELOPMENT AND OPERATION OF THE BROWARD COUNTY ARENA

In June 1996, Panthers Holdings entered into an agreement with Broward
County to develop the Broward County Arena. See
"Business -- Operations -- Entertainment and Sports Business -- Arena
Development

9
<PAGE> 13

and Operations -- Development of the Broward County Arena." Construction
projects, such as the development of a new arena, entail significant risks,
including regulatory and licensing requirements, shortages of materials or
skilled labor, unforeseen engineering, environmental or geological problems,
work stoppages, weather interferences, unanticipated cost increases and
challenges from local residents. Under the agreement with Broward County,
Panthers Holdings will be responsible for all costs relating to the development
of the Broward County Arena in excess of $184.7 million. There can be no
assurance that Panthers Holdings can successfully develop the Broward County
Arena or that costs associated with the development of the Broward County Arena
will not exceed the $184.7 million budget. Although Panthers Holdings
anticipates that the Broward County Arena will be completed in time for the
1998-99 season, there can be no assurance that the Broward County Arena will be
completed within the contemplated time frame.

EXERCISE OF THE WARRANTS AND THE EXCHANGE RIGHTS

Although Panthers Holdings has undertaken to maintain the effectiveness of
the registration statement relating to the Warrants and the Exchange Rights as
long as shall be necessary to permit the resale of any underlying Class A Common
Stock, there is a possibility that upon the announcement by Panthers Holdings of
a material event subsequent to the closing of the Contribution and Exchange, the
effectiveness of the registration statement may be suspended until such time as
Panthers Holdings has updated such registration statement.

TAX RISK FACTORS

Possible Tax Legislation. Limited partners of Boca Partnership should be
aware of the risk that tax proposals pending in the Congress, if enacted, may
require a complete acceleration of the deferred tax gain in connection with the
Contribution and Exchange. See "The Contribution and Exchange -- Certain Federal
Income Tax Consequences."

Possible Reclassification of Boca Partnership. Although an opinion of
counsel has been obtained, there is no assurance that Boca Partnership will not
be treated as a publicly traded partnership taxed as a corporation as a result
of the Contribution and Exchange. If Boca Partnership is not taxed as a
partnership for federal income tax purposes, it would be subject to tax on its
income as a separate corporation and distributions made by Boca Partnership from
its earnings and profits to its partners would be included in the gross income
of those partners as dividends. If Boca Partnership did not have earnings and
profits, limited partners of Boca Partnership would reduce their tax basis in
their Units by the amount of money and the fair market value of property
(including the Warrants and the Exchange Rights) distributed by Boca Partnership
to such limited partners. In addition, the Limited Partners would also have to
include in their income an amount equal to their negative capital accounts, and
any income realized by such Limited Partners from Boca Partnership after the
consummation of the Contribution and Exchange would not be treated as passive
activity income. See "The Contribution and Exchange -- Certain Federal Income
Tax Consequences -- Partnership Classification."

Possible Acceleration of Gain. There is no assurance that the IRS (or a
state or local tax authority) will agree with the anticipated tax reporting
positions of Boca Partnership. In particular, the IRS may not agree that the
exchange of most of Boca Partnership's property for a general partnership
interest in Panthers BRHC is a tax-deferred transaction. Because the Limited
Partners received the Exchange Rights and Panthers Holdings has the right to
purchase Boca Partnership's interest in Panthers BRHC after January 31, 2001,
the IRS might assert that the Contribution and Exchange should be characterized
for tax purposes as a fully taxable exchange by Boca Partnership for the
Warrants and the Exchange Rights. If such a position were successfully asserted,
the result would be the recognition of gain to the limited partners of Boca
Partnership equal to the excess of the value of the Warrants and the Exchange
Rights (which might be valued as equivalent to the Class A Common Stock)
received by such Limited Partners, plus the Limited Partners' share of the Boca
Partnership's nonrecourse liabilities, over the Limited Partner's adjusted tax
basis of his or her Units. For a more complete discussion, see "The Contribution
and Exchange -- Certain Federal Income Tax Consequences -- General Tax Treatment
of the Transaction." The IRS could also assert that the elements of the
Contribution and Exchange result in a partial sale of the existing assets of
Boca Partnership upon which gain must be recognized. Although there is
substantial authority supporting Boca Partnership's tax position, because of the
factual nature of the issues and uncertainty in the law, counsel was unable to
render an

10
<PAGE> 14

opinion that the IRS would not be successful if the IRS challenged the tax
deferred nature of the Contribution and Exchange. See "The Contribution and
Exchange -- Certain Federal Income Tax Consequences -- General Tax Treatment of
the Transaction," " -- The Contribution of Assets for the General Partnership
Interest" and " -- The Distribution of the Warrants and the Exchange Rights."
Accordingly, limited partners of Boca Partnership should consult with their tax
advisors to determine the effect of the possible recognition of gain if the
Contribution and Exchange were treated as a sale at the closing of the
Contribution and Exchange.

Valuation of Exchange Rights and Panthers Warrants. There is no assurance
the IRS will not challenge the valuation of the Warrants and the Exchange Rights
agreed to by Boca Partnership and Panthers Holdings. If the IRS successfully
asserts that the value of the Warrants and the Exchange Rights is higher than
the valuation being ascribed thereto by Boca Partnership, Boca Partnership may
be treated as exchanging a portion of the assets contributed to Panthers BRHC
for the Warrants. Such treatment would result in an acceleration of gain
recognition to Boca Partnership, and therefore to the Boca General Partner and
limited partners of Boca Partnership.

Optional Buy-Out Right. The Limited Partners electing not to exercise
their Exchange Rights will continue to hold the Units, Boca General Partner will
continue to hold its general partner interest in Boca Partnership and Boca
Partnership will hold a general partner interest in Panthers BRHC. The Exchange
Rights expire on January 31, 2001. However, in accordance with the Contribution
and Exchange Agreement, the terms of the Panthers BRHC Partnership Agreement
will provide Panther Holdings with the option to exercise a cash buy-out at any
time after January 31, 2001 of all or a portion of the general partner interest
held by Boca Partnership in Panthers BRHC. Panthers Holdings is not obligated to
exercise its option to purchase all or any portion of the general partner
interest of Boca Partnership in Panthers BRHC. If the Limited Partners and the
Boca General Partner have not availed themselves of their right to exchange
their Units or general partner interest for Class A Common Stock on or before
January 31, 2001, there can be no assurance (i) that Limited Partners will
receive any cash flow distributions from Boca Partnership under the terms of the
Boca Partnership Agreement, or that they will be able to sell or otherwise
dispose of their Units, or (ii) if the cash buy-out option is exercised, that
the price received by Boca Partnership in connection with such a buy-out right
and the resulting distribution to the Limited Partners will be greater than the
value of the Class A Common Stock into which the Limited Partners could exchange
their Units and it may be in their interest to exchange before the Exchange
Rights expire. Further, both the exercise of the Exchange Rights and the
exercise of the cash buy-out right will result in a taxable event to the limited
partners of Boca Partnership that, depending on the separate circumstances of
each such individual limited partner, should result in a taxable gain. See
"Contribution and Exchange Certain Federal Income Tax Consequences."

Senior Credit Facility. Panthers BRHC has agreed that prior to the earlier
of (i) January 31, 2001, (ii) the date Class A Common Stock closes at an average
price of $36.93 for five consecutive trading days or (iii) the date Panthers
Holdings acquires more than 51 percent of the Units upon the exercise of
Exchange Rights by the Limited Partners, it shall not prepay or modify the
Partnership's $110 million senior facility which Panthers BRHC is assuming. If
the Limited Partners have not exercised their Exchange Rights and exchanged
their Units for Class A Common Stock prior to the prepayment or modification of
such senior facility (which itself will result in significant taxable gain),
such a transaction will result in a significant gain to such Limited Partners.
See "Contribution and Exchange -- Certain Federal Income Tax Consequences."

11
<PAGE> 15

PRICE RANGE OF CLASS A COMMON STOCK

The Class A Common Stock began trading on The Nasdaq National Market on
November 13, 1996 under the symbol "PUCK." On July 11, 1997, the Class A Common
Stock began trading on the New York Stock Exchange under the symbol "PAW." The
following table sets forth, for the periods indicated, the range of the high and
low sales prices per share for the Class A Common Stock on The Nasdaq National
Market and the NYSE.

<TABLE>
<CAPTION>
PRICE RANGE
OF CLASS A
COMMON STOCK
----------------
HIGH LOW
------ ------
<S> <C> <C>
FISCAL YEAR ENDED JUNE 30, 1997:
Second Quarter (from November 13, 1996)............. $ 20 $10
Third Quarter....................................... 32 1/2 16 1/4
Fourth Quarter...................................... 27 1/4 21
FISCAL YEAR ENDING JUNE 30, 1998:
First Quarter (from July 1, 1997 to October 2,
1997)............................................ $ 25 1/16 $17 5/8
</TABLE>

On October 2, 1997, the last reported sales price of the Class A Common
Stock on the NYSE was $24 3/4 per share. As of the same date, there were
approximately 7,800 holders of record and approximately 7,700 holders in street
name of the Class A Common Stock.

DIVIDEND POLICY

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

12
<PAGE> 16

SELECTED FINANCIAL DATA

(IN THOUSANDS, EXCEPT PER SHARE DATA)

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

<TABLE>
<CAPTION>
INCEPTION
FISCAL YEARS ENDED JUNE 30, (DECEMBER 2,
PRO FORMA ----------------------------------------------- 1992 THROUGH
1997 1997 1996 1995 1994 JUNE 30, 1993)
--------- -------- -------- -------- -------- --------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenue.................. $200,901 $ 54,262 $ 34,087 $ 17,746 $ 21,682 $ --
Operating Expenses:
Cost of services....... 109,909 41,793 35,958 17,210 20,189 --
Selling, general and
administrative....... 59,207 15,150 8,371 5,569 5,512 768
Amortization and
depreciation......... 17,754 5,698 9,815 6,266 6,444 2
-------- -------- -------- -------- -------- ------
Total operating
expenses...... 186,870 62,641 54,144 29,045 32,145 770
-------- -------- -------- -------- -------- ------
Operating income
(loss)................. 14,031 (8,379) (20,057) (11,299) (10,463) (770)
Interest and other
income................. 2,423 1,923 122 38 65 --
Interest expense and
minority interest...... (18,266) (3,804) (5,204) (4,125) (2,528) (167)
-------- -------- -------- -------- -------- ------
Net loss................. $ (1,812) $(10,260) $(25,139) $(15,386) $(12,926) $ (937)
======== ======== ======== ======== ======== ======
Net loss per share....... $ (.07)(a) $ (0.74)(b) $ (4.76)(c) $ (2.96)(c) $ (2.93)(c) $(0.21)(c)
Weighted average shares
outstanding............ 26,983(a) 13,829(b) 5,276(c) 5,203(c) 4,405(c) 4,405(c)
</TABLE>

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

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

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

13
<PAGE> 17

THE CONTRIBUTION AND EXCHANGE

The following information describes all of the material aspects of the
Contribution and Exchange. This description does not, however, purport to be
complete and is qualified in its entirety by reference to the Contribution and
Exchange Agreement which is attached hereto as Annex A, and is incorporated
herein by reference.

GENERAL

Upon the terms and subject to the provisions of the Contribution and
Exchange Agreement, all of the assets of Boca Partnership were transferred to
Panthers BRHC, in which the managing general partner and the limited partner are
wholly-owned by Panthers Holdings. As set forth in the Contribution and Exchange
Agreement, Panthers Holdings, through the managing general partner, limited
partner and Panthers BRHC, paid the following consideration: (i) a non-managing
general partnership interest in Panthers BRHC; (ii) the Warrants to purchase
869,810 shares of Class A Common Stock; (iii) 189,574 shares of Class A Common
Stock, which were used to compensate certain affiliates of Boca Partnership, who
through their affiliates control the Boca General Partner, for their involvement
in integrating Boca Resort into Panthers Holdings; (iv) 82,729 shares of Class A
Common Stock, which were used to pay persons to whom Boca Partnership is
obligated to pay fees; (v) the Exchange Rights which, when distributed to the
Boca General Partner and the limited partners in accordance with the partnership
agreement of Boca Partnership, will entitle such holders, without any additional
consideration, to sell their partnership interests to an affiliate of Panthers
Holdings in exchange for approximately 4,242,586 shares of Class A Common Stock
exercisable at any time before January 1, 2001; and (vi) the assumption of
indebtedness and payment of deferred fees and additional interest charges owed
by the Boca Partnership in the amount of approximately $205.9 million, of which
approximately $95.9 million was repaid upon consummation of the Contribution and
Exchange. Of the $95.9 million which was repaid, $60.9 million was paid from
Panthers Holdings' working capital and $35.0 million was paid from the
incurrence of additional debt.

Fifty percent of the Warrants will expire on December 31, 1998 and the
remaining fifty percent of the Warrants will expire on December 31, 1999. The
Exchange Rights will expire on January 31, 2001. The discussion in this
Prospectus regarding the Contribution and Exchange Agreement and the description
of the principal terms of the Contribution and Exchange Agreement are subject to
and qualified in their entirety by reference to the Contribution and Exchange
Agreement.

THE WARRANTS AND THE EXCHANGE RIGHTS

The Warrants issued in connection with the Contribution and Exchange
entitle the holders thereof to purchase an aggregate of approximately 918,104
shares of Class A Common Stock. Each of the Warrants is immediately exercisable
to purchase one share of the Class A Common Stock at a price of $29.01. Fifty
percent of the Warrants will expire on December 31, 1998 and the remaining fifty
percent of the Warrants will expire on December 31, 1999.

The Exchange Rights issued in connection with the Contribution and Exchange
are exercisable for an aggregate of approximately 4,242,586 shares of the Class
A Common Stock. Each of the Exchange Rights is immediately exercisable, without
further consideration, for one share of the Class A Common Stock. The Exchange
Rights will expire on January 31, 2001.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The summary contained in this section sets forth the opinion of Akerman,
Senterfitt & Eidson, P.A., counsel to Panthers Holdings, regarding the material
United States federal income tax consequences to the Limited Partners and to
Panthers Holdings arising from the Contribution and Exchange. This summary is
based upon the Internal Revenue Code of 1986, as amended (the "Code"),
applicable Treasury Regulations adopted thereunder, reported judicial decisions
and IRS rulings all as currently in effect as of the date hereof, and all of
which are subject to prospective or retroactive change in a manner which could
adversely affect the Limited Partners.

14
<PAGE> 18

This summary is based on the assumption that Boca Partnership units
currently held by the Limited Partners are held as capital assets and does not
purport to deal with the Limited Partners in special tax situations such as
insurance companies, financial institutions, tax-exempt entities, nonresident
aliens and foreign corporations. Moreover, this summary does not address all the
tax considerations which may apply to a particular Limited Partner's individual
tax situation or the consequences to Limited Partners under the tax laws of the
states and localities where they reside or otherwise do business or where Boca
Partnership operates. AS SUCH, EACH LIMITED PARTNER SHOULD CONSULT HIS OR HER
OWN TAX ADVISOR CONCERNING THE CONSEQUENCES OF THE CONTRIBUTION AND EXCHANGE.

In connection with the fiscal year 1998 budget proposals, the President
submitted to Congress various tax proposals. One tax proposal would require a
taxpayer to recognize gain upon entering into a constructive sale of an
appreciated position in personal property including a partnership interest. This
proposal appears to be very similar to a tax proposal made in 1996 in connection
with the fiscal 1997 budget proposals. According to a general description of
this particular tax proposal, a constructive sale would include, among other
things, a situation where a taxpayer holds a right to sell appreciated property
such as a partnership interest under circumstances where there is a "substantial
certainty" such right will be exercised. A constructive sale of an appreciated
position such as a partnership interest would also arise, according to the
general description, if the taxpayer enters into a transaction that is marketed
or sold as substantially eliminating the risk of loss and opportunity for gain
with respect to the appreciated property. The general description of the
proposal also indicates that it would both apply to constructive sales
consummated before the date any tax bill is enacted and require gain recognition
with respect to such constructive sales thirty (30) days after the tax bill is
enacted. If enacted in the form contained in the general description of this
particular proposal submitted by the President, current gain recognition could
apply to the Contribution and Exchange. On June 9, 1997, the Chairman of the
House Ways and Means Committee made a proposal relating to constructive sales of
appreciated property, but it is not clear whether this latest proposal is
comparable to the President's earlier proposal. The House Committee on Ways and
Means is scheduled to mark-up a tax bill on June 11, 1997. It is not clear at
this time whether tax proposals relating to constructive sales of appreciated
property (i) will be enacted as law; (ii) if enacted, would require an
acceleration of gain recognition in connection with the Contribution and
Exchange; or (iii) if so enacted, will contain an effective date which would
apply to the Contribution and Exchange. THE LIMITED PARTNERS SHOULD BE AWARE OF
THE RISK THAT PENDING TAX PROPOSALS, IF ENACTED, MAY REQUIRE A COMPLETE
ACCELERATION OF GAIN IN CONNECTION WITH THE CONTRIBUTION AND EXCHANGE.

Partnership Classification

In the opinion of tax counsel to Panthers Holdings, Panthers BRHC should be
treated as a partnership for federal income tax purposes. Under Treasury
Regulations published in December 1996, a limited partnership formed under the
laws of the United States is treated as a partnership unless the partnership
elects otherwise or unless the entity is taxed as a corporation under the
publicly-traded partnership rules. Panthers BRHC will not make such an election.
Under Section 7704(b) of the Code and the Treasury Regulations thereunder,
interests in Panthers BRHC should not be considered publicly-traded whether or
not Boca Partnership is a partnership or a publicly-traded partnership taxed as
a corporation.

If Panthers BRHC was not treated as a partnership, it would be taxed on its
income as a separate corporation and profit distributions made to its partners
would be subject to tax as dividend income (subject to any dividends -- received
deduction) to the extent made out of earnings and profits. In addition, the
Limited Partners would have to include in income as a result of the Contribution
and Exchange an amount of gain equal to their negative capital accounts upon the
transfer of assets to, and assumption of liabilities by, Panthers BRHC made by
Boca Partnership in exchange for the non-managing general partnership interest
in Panthers BRHC. Some portion of this gain would be treated as ordinary income
rather than capital gain. Most of the gain (whether ordinary income or capital
income) should be treated as passive income. However, any income realized after
the consummation of the Contribution and Exchange by Boca Partnership with
respect to its interest in Panthers BRHC would not be treated as passive income.

Assuming Boca Partnership currently qualifies to be taxed as a partnership
for federal income tax purposes, and while not free from doubt, it is the
opinion of tax counsel that the consummation of the

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Contribution and Exchange and the distribution and exercise of Exchange Rights
should not cause Boca Partnership to become a publicly-traded partnership and
taxed as a corporation.

In 1987, Congress passed legislation to tax a partnership as a corporation
if it engages in an active business, such as operating a hotel and resort, and
has partnership interests which are "publicly traded." Interests in a
partnership are publicly traded if they are (a) traded on an established
securities market, or (b) readily tradable on a secondary market or the
substantial equivalent thereof. The Units in Boca Partnership are not, and will
not be, traded on an established securities market.

The Boca General Partner does not believe that there have been transfers of
Units which would cause Boca Partnership to be treated currently as publicly
traded. The issuance of Rights to the Boca General Partner and the Limited
Partners will, however, provide the Partners with the opportunity of selling
their interests and Units to Panthers Holdings (or an affiliate thereof) in
exchange for Class A Common Stock which is traded on an established securities
market. However, the number of shares of Class A Common Stock per Unit are fixed
and additional Units in the Boca Partnership will not be issued. Moreover,
Panthers Holdings (or its affiliate) will not acquire Units for resale. Based
upon certain representations of Panthers Holdings and Boca Partnership, the
legislative history of the publicly-traded rules, administrative guidance from
the IRS and existing regulations (although not technically applicable to Boca
Partnership), Boca Partnership should not be taxed as a corporation by virtue of
the publicly-traded partnership rules solely as a result of the Contribution and
Exchange, the distribution of the Exchange Rights by the Boca Partnership to the
Boca General Partner and the Limited Partners and the exercise of the Exchange
Rights by such Limited Partners.

If Boca Partnership is not taxed as a partnership for federal income tax
purposes, it would be subject to tax on its income as a separate corporation.
Distributions made by Boca Partnership out of its earnings and profits would be
included in the gross income of the Limited Partners as dividends. If Boca
Partnership did not have earnings and profits, a Limited Partner would reduce
the basis of his Units in Boca Partnership by the amount of money and the fair
market value of property (including the Warrants and Rights) distributed by Boca
Partnership to such Partner. A Limited Partner would also have to include in
income as a result of the Contribution and Exchange an amount of gain equal to
the Limited Partner's negative capital account. Some portion of this gain would
be treated as ordinary income rather than capital gain. Most of the gain
(whether ordinary income or capital gain) should be treated as passive income.
However, any income realized after the consummation of the Contribution and
Exchange by the Limited Partners with respect to their interests in Boca
Partnership would not be treated as passive income.

Boca Partnership has not requested, and does not intend to request, a
ruling from the IRS that it will be classified as a partnership for federal
income tax purposes. Instead, tax counsel rendered the opinion set forth above
based upon certain factual assumptions and representations set forth in the
opinion. Unlike a tax ruling, an opinion of counsel is not binding upon the IRS.
An opinion is also not binding on the courts. No absolute assurance can be given
that the IRS will not challenge the tax classification status of Boca
Partnership or, if challenged by the IRS, that such a challenge would not be
successful in court. In addition, the opinion is based on existing law and
administrative interpretations. No assurance can be given that changes in the
law or such interpretations would not modify the conclusions expressed in the
opinion.

The summary below assumes Panthers BRHC and Boca Partnership will be taxed
as partnerships for federal income tax purposes. The summary below relates only
to the anticipated material federal income tax consequences to the Limited
Partners.

General Tax Treatment of the Transaction

Generally, no gain or loss is recognized under Section 721 of the Code by a
partner on the transfer of assets to a partnership in exchange for a partnership
interest. The transfer of assets by Boca Partnership to Panthers BRHC in
exchange for a partnership interest in Panthers BRHC has been structured to
facilitate non-recognition of gain under Section 721 of the Code. The partner's
adjusted tax basis in the partnership interest is equal to the adjusted tax
basis of the assets transferred to the partnership. If, however, the transferred
assets transferred to the partnership are subject to liabilities, the
transferring partner recognizes

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gain to the extent (i) the amount of the liabilities subject to the transferred
assets, exceeds (ii) the sum of (x) the adjusted basis of the transferred
assets, and (y) the partner's share of the liabilities of the transferee
partnership immediately after the transfer. Any gain recognized would be treated
as gain from the sale or exchange of the transferred assets.

A partner's basis in a partnership interest is generally increased by (i)
the amount of money and the adjusted basis of all other property contributed by
him to the partnership or, if applicable, the cost of the interest when acquired
in a taxable purchase from another partner; (ii) the partner's share of
partnership liabilities, and (iii) the partner's share of partnership income in
any year. A partner's basis in a partnership interest is generally reduced by
(a) the partner's share of partnership losses in any year; (b) any cash or
property distributions made by the partnership to the partner; (c) certain
nondeductible and noncapitalizable expenditures of the partnership; and (d)
reductions in the partner's share of partnership liabilities.

A partner generally does not recognize income or gain under Section 731 of
the Code on a distribution by a partnership to the partner unless the amount of
money distributed to the partner exceeds the partner's adjusted tax basis in the
partnership interest at the time of the distribution. For this purpose, the
amount of money distributed by a partnership to a partner generally includes (i)
the fair market value of marketable securities distributed to the partner, and
(ii) reductions in the partner's share of partnership liabilities. A reduction
in a partner's share of partnership liabilities during a taxable year is
generally treated as a distribution of money at the end of the taxable year of
the partnership. If a partner recognizes gain under Section 731, such gain is
generally treated as a sale or exchange of the partner's partnership interest.

Sections 721 and 731 of the Code allow a partner to recover 100 percent of
the partner's adjusted basis in property before recognizing gain. Section 721
and 731 will be relevant to Boca Partnership in connection with its transfer of
assets to Panthers BRHC. Section 731 will be relevant to the Limited Partners
primarily in connection with the distribution of the Warrants and the Exchange
Rights to such Limited Partners, and a reduction of their share of the existing
liabilities of Boca Partnership after the assets and liabilities are transferred
to Panthers BRHC. There are two possible exceptions to the provisions of
Sections 721 and 731 of the Code.

Treasury Regulations give the IRS the authority, among other things, to
disregard purported partners as partners of a partnership or to adjust or modify
the claimed federal income tax consequences if a partnership is formed or
availed of with a principal purpose to reduce substantially the present value of
the partners' federal tax liability in a manner which is inconsistent with the
intent of the partnership provisions in the Code (the "Anti-Abuse Rule").
Implicit in the intent of the partnership provisions in the Code are
requirements that the form of partnership transactions are respected under
general substance-over-form principles as well as that partnerships must be bona
fide and each partnership transaction or series of related transactions must be
entered into for substantial business purposes. All of the facts and
circumstances, including a comparison of the purported business purposes for a
transaction and its claimed tax benefits, are relevant to determine if a
partnership is formed or availed of with the prohibited principal purpose. The
Anti-Abuse Rule presents an issue in connection with the Contribution and
Exchange because the Rights differ from exchange rights in an example in the
above Treasury Regulations.

The contribution of assets to Panthers BRHC by Boca Partnership will not be
tax-free to a Limited Partner to the extent that it is treated as a "disguised
sale" of the Property under the Code or Treasury Regulations. The Code and the
Treasury Regulations thereunder (the "Disguised Sale Regulations") generally
provide that, unless one of the prescribed exceptions is applicable, a partner's
contribution of property to a partnership and a simultaneous or subsequent
transfer of money or other consideration (including the assumption of or taking
subject to a liability) from the partnership to the partner will be presumed to
be a sale, in whole or in part, of such property by the partner to the
partnership. Further, the Disguised Sale Regulations provide generally that in
the absence of an applicable exception, transfers of money or other
consideration between a partnership and a partner that are made within two years
of each other are presumed to be a sale unless the facts and circumstances
clearly establish that either the transfers do not constitute a sale or an
exception to disguised sale treatment applies.

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<PAGE> 21

The Disguised Sale Regulations also provide an exception to disguised sale
treatment for the assumption of certain liabilities by a partnership. The
assumption by a partnership of a "qualified liability" will not give rise to
disguised sale treatment. For these purposes, a qualified liability includes (i)
any liability incurred more than two years prior to the earlier of the transfer
of the property or the date the partner agrees in writing to the transfer, as
long as the liability has encumbered the transferred property throughout the
two-year period; (ii) a liability that was not incurred in anticipation of the
transfer of the property to a partnership, but that was incurred by the partner
within the two-year period prior to the earlier of the date the partner agrees
in writing to transfer the property or the date the partner transfers the
property to a partnership, and that has encumbered the transferred property
since it was incurred; (iii) a liability that is traceable under the Treasury
Regulations to capital expenditures with respect to the property; and (iv) a
liability that was incurred in the ordinary course of the trade or business in
which property transferred to the partnership was used or held, but only if all
the assets related to that trade or business are transferred, other than assets
that are not material to a continuation of the trade or business. A liability
described in (ii) above is presumed to be incurred in anticipation of the
transfer unless the facts and circumstances clearly establish that the liability
was not incurred in anticipation of the transfer. However, to the extent that
the proceeds of a partner or partnership liability (the refinancing debt) are
allocable under the Treasury Regulations to payments discharging all or part of
any other liability of that partner or of the partnership, as the case may be,
the refinancing debt is considered the same as the other liability for purposes
of the Disguised Sale Regulations. Finally, if a partner treats a liability
described in (ii) above as a "qualified liability" because the facts clearly
establish that it was not incurred in anticipation of the transfer, such
treatment must be disclosed to the IRS in the manner set forth in the Disguised
Sale Regulations.

If a transfer of property by a partner to a partnership and one or more
transfers of money or other consideration (including the assumption or taking
subject to a liability) by the partnership to that partner are treated as a
disguised sale, then the transfers will be treated as a sale of property, in
whole or in part, to the partnership by the partner acting in a capacity other
than as a member of a partnership, rather than as a contribution to the
partnership under Section 721 of the Code and a partnership distribution. A
transfer that is treated as a sale under the Disguised Sale Regulations is
treated as a sale for all purposes of the Code, and the sale is considered to
take place on the date that, under general principles of federal tax law, the
partnership is considered to become the owner of the property. If the transfer
of money or other consideration from the partnership to the partner occurs after
the transfer of property to the partnership, the partner and the partnership are
treated as if, on the date of the transfer of the property, the partnership
transferred to the partner an obligation to transfer to the partner money or
other consideration.

Moreover, if a transfer of property to a partnership is treated as a part
of a sale without regard to the partnership's assumption of or taking subject to
a "qualified liability", as defined above, then the partnership's assumption of
or taking subject to that liability is treated as a transfer of additional
consideration of the transferring partner. The amount of such "qualified
liability" treated as additional consideration is generally the lesser of (x)
the amount of the "qualified liability" and (y) an amount determined by
multiplying the "qualified liability" by the partner's "net equity percentage."
The "net equity percentage" is generally the amount of consideration received by
such partner (other than relief from "qualified liabilities") divided by the
partner's net equity in the property sold, as calculated under the Disguised
Sale Regulations.

Noncorporate taxpayers and certain corporations are subject to certain
"passive activity loss" rules. Under these rules, losses from a passive activity
may not be used to offset income derived from any source other than another
passive activity. Losses that cannot be currently used under this rule
(suspended passive losses) are carried forward indefinitely until there is
passive income or a disposition of the entire interest in the activity. The
Limited Partner's share of the income or loss from the Boca Partnership should
be passive income or loss. A Limited Partner's gain from the sale or exchange of
Units should also constitute passive income.

In the Contribution and Exchange, Boca Partnership will sell certain assets
to affiliates of Panthers Holdings in exchange for fee shares, the Warrants and
the Exchange Rights (the "Sale"). The purchasing affiliates will contribute the
purchased assets to Panthers BRHC in their capacities as partners of Panthers
BRHC. Boca Partnership will contribute the remainder of its assets to Panthers
BRHC in exchange for a non-

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<PAGE> 22

managing general partnership interest in Panthers BRHC. Panthers BRHC will also
assume almost all of Boca Partnership's liabilities, and will pay or satisfy
certain of those liabilities. The Panther Holdings affiliates will receive a 15
percent preferred return on its contributed capital and receive certain priority
distributions. In addition, at any time on or after January 31, 2001, Panthers
Holdings (or its designee) will have the right to purchase, for cash, all or a
portion of the non-managing general partnership interest in Panthers BRHC. The
purchase price will generally equal the liquidation value of such partnership
interest as if all of the assets of Panthers BRHC were sold for fair market
value, minus 30 percent of such value to reflect the nonmarketability and lack
of effective control with respect to the purchased partnership interest. The
Exchange Rights may not be exercised after January 31, 2001.

The Contribution and Exchange has been structured to defer most of the gain
inherent in the Units until such time as (i) Limited Partners exercise the
Exchange Rights; (ii) Panthers Holdings (or its designee) exercises on or after
January 31, 2001, its right to purchase the interest of Boca Partnership in
Panthers BRHC, (iii) Panthers BRHC repays assumed debt of the Boca Partnership,
or refinances that debt with debt that is not nonrecourse debt, and which is not
being repaid on or shortly following the closing of the Contribution and
Exchange; or (iv) Panthers sells or otherwise disposes of the assets of Panthers
BRHC in a taxable transaction. Boca Partnership may recognize some gain on the
Sale, although such gain generally would qualify as passive activity income
which may be offset against a Limited Partner's suspended passive losses. The
Partnership expects to report the contribution of most of its assets to Panthers
BRHC in exchange for the non-managing general partnership interest as a
tax-deferred transaction. If gain is recognized, however, that gain generally
would qualify as passive activity income which may be offset against a Limited
Partner's suspended passive losses.

The IRS may attempt to apply the Anti-Abuse Regulations or the Disguised
Sale Regulations to one or more aspects of the Contribution or Exchange. For
example, the IRS could assert that the Contribution and Exchange should be
characterized as a fully taxable sale by Boca Partnership of both the assets in
connection with the Sale and the assets transferred to Panthers BRHC in exchange
for the non-managing general partnership interest in Panthers BRHC (the
"Contributed Assets"), ignoring Boca Partnership's ownership of the interest in
Panthers BRHC or arguing that the value of such interest is substantially less
than that agreed to by the parties. In such event, all or a substantial portion
of the potential gain to a Limited Partner would be accelerated and recognized
upon the closing of the Contribution and Exchange, whether or not a Limited
Partner actually exercises the Rights at such time. The IRS could also assert
that a substantial portion of the Contributed Assets and the assets subject to
the Sale should be treated under the Disguised Sale Regulations as sold in
exchange for the fee shares, the Warrants, the Exchange Rights, the assumption
of liabilities other than qualified liabilities and/or the reimbursement of
certain expenses as set forth in the Contribution and Exchange Agreement. In
such an event, the consideration for this deemed sale would be increased by all
of the qualified liabilities repaid on the closing of the Contribution and
Exchange and by a portion of other qualified liabilities assumed by Panthers
BRHC.

ALTHOUGH THERE APPEARS TO BE SUBSTANTIAL AUTHORITY SUPPORTING BOCA
PARTNERSHIP'S TAX POSITION THAT TAX DEFERRAL WOULD BE AVAILABLE TO THE LIMITED
PARTNERS OF BOCA PARTNERSHIP IN CONNECTION WITH THE CONTRIBUTION AND EXCHANGE,
BECAUSE OF THE FACTUAL NATURE OF THE ISSUES AND THE UNCERTAINTY IN THE LAW, TAX
COUNSEL TO PANTHERS HOLDINGS WAS UNABLE TO EXPRESS A FAVORABLE OPINION AS TO
WHETHER BOCA PARTNERSHIP'S TAX POSITION IN THIS REGARD WOULD BE RESPECTED IF
CHALLENGED BY THE IRS AND FULLY LITIGATED IN COURT. NO ASSURANCE CAN BE GIVEN TO
THE LIMITED PARTNERS THAT THE IRS WILL NOT CHALLENGE BOCA PARTNERSHIP'S TAX
POSITION AND, IF CHALLENGED, THAT SUCH TAX POSITION WOULD BE SUSTAINED IN COURT.
IN DECIDING TO APPROVE THE CONTRIBUTION AND EXCHANGE, THE LIMITED PARTNERS
SHOULD TAKE INTO ACCOUNT THE SIGNIFICANT RISK OF A SUCCESSFUL IRS CHALLENGE AND
THE POTENTIAL LOSS OF ALL OR A SIGNIFICANT PORTION OF THE BENEFIT OF TAX
DEFERRAL.

A Limited Partner who purchased one Unit in the original offering of Boca
Partnership paid $200,000 for the Unit which, together with the Partner's share
of the Partnership's nonrecourse liabilities, established the Partner's initial
tax basis in his Unit. Based on Boca Partnership's prior tax reporting, for the
period ended December 31, 1996, primarily as a result of the allocation of
losses, such Partner's tax basis of his or her Unit has been decreased in the
aggregate amount of approximately $604,500. Following enactment of the passive
loss limitations in the Tax Reform Act of 1986, individual Limited Partners have
been restricted from

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<PAGE> 23

deducting the full amount of losses from the Partnership, except generally to
the extent such Partners have had passive activity income from the Partnership
or from other investments (such as from being limited partners in other
partnerships engaged in an active business). For example, assuming an original
Limited Partner has had no passive activity income or losses other than from
ownership of a Unit, on December 31, 1996, such Limited Partner could have
suspended passive activity losses of approximately $344,400, which will be
allowed as a deduction against passive activity income from a sale or exchange
of his Unit or from Boca Partnership's sale or exchange of its assets. If the
Limited Partner receives the Exchange Rights exercisable for 15,645 shares of
Panthers Class A Common Stock which trade at $26.375 per share plus the Warrants
and immediately exercises the Exchange Rights, the value of the Panthers Class A
Common Stock received would be approximately $412,600 resulting in a taxable
passive activity gain to the Partner of approximately $817,000 plus the value of
the Warrants, most of which gain would be taxable as a long-term capital gain
and as passive activity income. The Partner would also be allowed to deduct
against such gain the amount of any suspended passive losses ($344,400 if none
of these suspended losses have been used against passive activity income from
other investments.) If the Panthers Class A Common Stock were then sold for
$26.375 per share, the former Partner would have no further gain or loss on the
sale and would receive $412,600 in cash (excluding selling expenses).

The precise impact of the Contribution and Exchange, and the possible
acceleration of gain, on each Limited Partner cannot be determined. That impact
will depend in major part on the following major factors: the Limited Partner's
tax status as an individual, a C corporation or another entity; the adjusted tax
basis of a Limited Partner in Boca Partnership as of December 31, 1996; whether
the particular Limited Partner has suspended passive loss from Boca Partnership
and, if so, the amount thereof; and the other tax attributes of a Limited
Partner from sources other than Boca Partnership such as suspended passive
activity losses from other investments, net operating and capital loss
carryovers. BECAUSE OF THESE AND OTHER FACTORS, EACH LIMITED PARTNER SHOULD
CONSULT HIS OR HER OWN TAX ADVISOR CONCERNING TO THE PRECISE TAX IMPACT OF TO
THE CONTRIBUTION AND EXCHANGE ON SUCH PARTNER.

Tax Consequences of the Sale

Boca Partnership will recognize gain or loss in connection with the Sale in
an amount equal to the difference between Boca Partnership's (i) amount realized
(i.e. the fair market value of the fee shares, the Warrants and the Exchange
Rights received) and (ii) adjusted tax basis in the assets exchanged. Any gain
recognized by the Boca Partnership will be allocated to Boca General Partner and
the Limited Partners in accordance with the Partnership Agreement of Boca
Partnership. The character of the gain may be partially ordinary and partially
capital gain based on the assets exchanged by Boca Partnership. Depending on the
precise nature of the assets transferred by Boca Partnership, gain recognized
from the Sale may be treated as passive activity income for purposes of the
passive activity loss limitations of the Code. Any gain recognized by Boca
Partnership and allocated to the Limited Partners will increase their adjusted
tax basis for their partnership interests in Boca Partnership. Any gain
recognized by Boca Partnership, as with other items of partnership income, may
be decreased by losses and deductions of Boca Partnership including any
deduction from the transfer of the fee shares to creditors of Boca Partnership.

While Boca Partnership does not expect to report a significant amount of
gain, there is no assurance that the IRS will agree with the valuation of the
Warrants and the Exchange Rights agreed to by Boca Partnership and Panthers
Holdings. If the IRS successfully asserts that the value of the Warrants and the
Exchange Rights is higher, Boca Partnership may be treated as exchanging a
portion of the Contributed Assets for such property, resulting in an
acceleration of gain on the Sale to Boca Partnership and thereafter to the Boca
General Partner and the Limited Partners. In addition, the IRS might disagree
with the allocation or selection of the assets to be sold in the Sale in
exchange for the fee shares, the Warrants and the Exchange Rights and, instead,
treat the value of the consideration received, as increased by any valuation
adjustment attributable to the Warrants and the Exchange Rights, as being
received in exchange for a portion of all of the Contributed Assets, resulting
in a substantial gain.

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<PAGE> 24

The tax basis of the fee shares, the Warrants and the Exchange Rights in
the hands of Boca Partnership on the closing of the Sale should equal fair
market value of the fee shares, the Warrants and the Exchange Rights at such
time .

The Contribution of Assets for the General Partnership Interest

Generally, Boca Partnership expects to recognize some gain or loss upon the
contribution of the Contributed Assets for its non-managing general partnership
interest in Panthers BRHC (the "Interest"). Boca Partnership's tax basis in the
Interest generally will equal its tax basis in the Contributed Assets increased
by its share of Panthers BRHC's liabilities following the contribution and
decreased by the amount of liabilities assumed by Panthers BRHC, or to which the
Contributed Assets were subject, at the time of contribution.

The payment or reimbursement on behalf of Boca Partnership of certain
preformation expenses in accordance with the Contribution and Exchange Agreement
may result in the recognition of some gain if the payment or reimbursement is
viewed under the Disguised Sale Rule as sale consideration for the Contributed
Assets. Moreover, while the Boca General Partner believes that most of the
liabilities of Boca Partnership to be assumed by Panthers BRHC should constitute
qualified liabilities under the Disguised Sale Regulations, some liabilities
assumed or repaid by Panthers BRHC might not be treated as qualified liabilities
thereunder, resulting in additional gain.

Finally, the IRS may attempt to assert under general income tax principles
or those discussed above -- See "-- General Tax Treatment of the
Transaction" -- that Boca Partnership sold all of its assets to Panthers BRHC in
exchange for the Warrants and the Exchange Rights, the reimbursement of
preformation expenses and relief of non-qualified liabilities resulting in gain
under the Disguised Sale Regulations. In the judgment of tax counsel, this is a
material risk and could result in acceleration of a substantial portion of the
total deferred gain computed as if each Limited Partner exercised the Rights on
the closing of the Contribution and Exchange. See"-- The Exercise of the
Warrants and Exercise of the Exchange Rights."

The Distribution of the Rights and Warrants

Generally, neither a partnership nor partner recognizes gain or loss on the
distribution by the partnership of property, other than money, to a partner. The
Code provides that marketable securities and assets "exchangeable for marketable
securities" are treated as money. Since both the Warrants and the Exchange
Rights will be exchangeable for Class A Common Stock, a marketable security, at
the time they are distributed to the partners of Boca Partnership, they should
be considered as money.

A Limited Partner will recognize gain upon such distributions to the extent
that the fair market value of the Warrants and/or the Exchange Rights
distributed exceeds the Limited Partner's adjusted tax basis in his or her Units
immediately before the distribution. If any such gain were to be recognized, it
would be treated as gain from the sale or exchange of his or her interest in
Boca Partnership. See "-- Tax Consequences of a Sale of Partnership Interests."
In the event that the Rights or Warrants have a fair market value in excess of
their tax basis in the hands of Boca Partnership at the time of the
distribution, any such gain will be reduced by the excess of (i) the Limited
Partner's distributive share of the net gain that would have been recognized if
all of the Warrants and/or the Exchange Rights were sold by the Boca Partnership
for fair market value immediately before the distribution over (ii) the Limited
Partner's distributive share of the net gain which is attributable to the
Warrants and/or the Exchange Rights held by Boca Partnership immediately after
the distribution (determined using the same fair market value). It is
anticipated that the Warrants and the Exchange Rights will not have a fair
market value in excess of their tax basis in the hands of Boca Partnership at
the time of the distribution.

In accordance with the valuation of the Warrants and the Exchange Rights by
the parties, each Limited Partner whose tax basis is no less than that of an
original Limited Partner should have sufficient basis in his or her Units so as
to avoid an acceleration of gain. Other Limited Partners should consult their
advisors.

A Limited Partner's tax basis in the distributed the Warrants and the
Exchange Rights should equal their fair market value immediately before their
distribution. In addition, each Limited Partner's tax basis in his or

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her Units should be reduced (but not below zero) by the fair market value of the
Warrants and the Exchange Rights received in the distribution.

The Limited Partners Share of Debt

Boca Partnership's share of the Panthers BRHC liabilities will be treated
as liabilities of the Boca Partnership. The Panthers BRHC liabilities treated as
liabilities of Boca Partnership will be allocated among the partners of Boca
Partnership including the Limited Partners.

As a result of the Contribution and Exchange and the repayment of certain
former liabilities of Boca Partnership in connection therewith, a Limited
Partner's share of liabilities after the Contribution and Exchange will be less
than the Partner's share of the former liabilities of Boca Partnership as of
December 31, 1996.

A Limited Partner will recognize income solely as a result of the
Contribution and Exchange in an amount equal to (i) the sum of (x) the fair
market value of the Warrants and the Exchange Rights distributed to the Limited
Partner, (y) any gain recognized by Boca Partnership in connection with the Sale
or the Contributed Assets (less any deduction for the transfer of the fee shares
to a creditor of Boca Partnership) and (z) the amount of the reduction in such
Partner's share of the former liabilities of Boca Partnership, minus (ii) the
Limited Partner's existing adjusted tax basis in his or her partnership interest
in Boca Partnership.

Each Limited Partner whose tax basis is no less than that of an original
Limited Partner should have sufficient basis in his or her Units so as to avoid
an acceleration of gain upon the transfer of the Contributed Assets to Panthers
BRHC. Other Limited Partners should consult their advisors. If gain is
recognized, it will be treated as gain from the sale or exchange of a portion of
Boca Partnership's Interest in Panthers BRHC. See "-- Tax Consequences of a Sale
of Partnership Interests".

There is no assurance that the IRS will agree with the valuation of the
Rights and Warrants agreed to by Boca Partnership and Panthers Holdings. If the
IRS successfully asserts that the value of the Warrants and the Exchange Rights
is higher, such a higher value could result in additional acceleration of gain
for Limited Partners.

The Exercise of the Warrants and Exercise of the Exchange Rights

A Limited Partner will not recognize gain or loss upon the exercise of the
Warrants. The Class A Common Stock received by a Limited Partner upon exercise
will have a tax basis equal to his or her tax basis in the Warrants plus the
exercise price paid by such Limited Partner.

A Limited Partner will recognize gain or loss upon the exercise of the
Exchange Rights in an amount equal to the difference between (i) the fair market
value of the Class A Common Stock received plus the Limited Partner's share of
Panthers BRHC's liabilities relieved less (ii) the Limited Partner's tax basis
in his or her Units and the Exchange Rights. If a Limited Partner exercises the
Exchange Rights in part so that only a portion of his or her Units are sold,
then only a portion of the total gain will be recognized. In this situation, it
is not likely a Limited Partner has a separate basis for Units acquired at
different times. Thus, such a Limited Partner probably cannot elect to sell a
Unit having a greater adjusted tax basis than another Unit owned by the Partner.
Generally, any such gain or loss should be treated as gain or loss from the sale
or exchange of all or a portion of his or her entire interest in Boca
Partnership. See "-- Tax Consequences of a Sale of Partnership Interests." The
Class A Common Stock received by a Limited Partner upon conversion will have a
tax basis in the hands of the Limited Partner equal to the fair market value of
the shares at the time of conversion.

A Limited Partner's future sale of the Class A Common Stock generally
should not generate passive activity income or loss. Assuming the Class A Common
Stock is held as a capital asset, a Limited Partner's holding period for capital
gain or loss purposes should start when the Exchange Rights are exercised. The
same holding period rule probably applies as well to Class A Common Stock
acquired by exercise of the Warrants.

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<PAGE> 26

Tax Consequences of an Investment in Panthers BRHC

Income, gains, losses, deductions and credits of Panthers BRHC for federal
income tax purposes will be allocated to Boca Partnership, and thereafter to the
Boca General Partner and the Limited Partners, in a manner generally consistent
with the respective partnership agreements. Such allocations are intended to
conform with existing Treasury Regulations.

Pursuant to Section 704(c) of the Code, income, gain, loss and deduction
attributable to appreciated or depreciated property that is contributed to a
partnership must be allocated for federal income tax purposes in a manner such
that the contributor is charged with, or benefits from, the unrealized gain or
unrealized loss associated with the property at the time of contribution. The
amount of such unrealized gain or unrealized loss is generally equal to the
difference between the fair market value of the contributed property at the time
of contribution and the adjusted tax basis of such property at the time of
contribution (referred to as "Book-Tax Difference"). It is anticipated that at
the time of the Contribution and Exchange, there will exist a substantial amount
of Book-Tax Difference with respect to the Assets.

In accordance with the Contribution and Exchange Agreement, the partnership
agreement of Panthers BRHC will require allocations of income, gain, loss and
deduction attributable to the Assets be made in a manner that is consistent with
Section 704 of the Code. Based upon the Treasury Regulations under Section
704(c), Panthers BRHC intends to use the "remedial method" of allocations. Under
the remedial method, the Boca Partnership, and thereafter the Boca General
Partner and the Limited Partners, generally will be allocated income in excess
of its economic or "book" income in order to reduce the Book-Tax Difference. In
addition, if Assets with a Book-Tax Difference are sold, any Book-Tax Difference
remaining at the time they are sold must be allocated exclusively to Boca
Partnership, and thereafter to the Boca General Partner and the Limited
Partners. To the extent that Boca Partnership is allocated taxable income,
Panthers BRHC will distribute cash to Boca Partnership for distribution to the
Limited Partners in an amount equal to 40 percent of the income.

A Limited Partner will also recognize income to the extent such Limited
Partner's share of Panthers BRHC liabilities is reduced by an amount in excess
of the Limited Partner's adjusted tax basis in Boca Partnership. The repayment
of liabilities by Panthers BRHC may accelerate gain with respect to the Limited
Partners of Boca Partnership. In accordance with the Contribution and Exchange
Agreement, the BRHC Partnership Agreement will require the consent of Boca
Partnership to the repayment or refinancing of certain senior debt. However, the
repayment or refinancing of debt may occur without limitation on or after the
earlier of (i) the date an affiliate of Panthers Holdings acquires more than 51
percent of the limited partnership interests in Boca Partnership upon the
exercise of Exchange Rights, or (ii) any date a share of the Class A Common
Stock closes at an average price of at least $36.93 for five (5) consecutive
trading days. Accordingly, there is no guarantee that a Limited Partner will be
able to defer any gain attributable to a reduction in such Limited Partner's
share of Panthers BRHC liabilities until the exercise of Rights.

Under the BRHC Partnership Agreement, Panthers Holdings has an option to
purchase for cash at any time on or after January 31, 2001, the non-managing
general partnership interest of Boca Partnership in Panthers BRHC. If this
option to purchase is exercised, gain will be recognized by Boca Partnership and
Limited Partners who have not exercised Exchange Rights. The gain recognized by
Boca Partnership will equal the excess of (i) the purchase price of the Interest
at the price determined by the method set forth in the Contribution and Exchange
Agreement, over (ii) the adjusted tax basis of the Interest at the time of the
cash sale.

Tax Consequences of a Sale of Partnership Interests

Generally, gain or loss realized on the sale or exchange of a partnership
interest by a partner who is not a dealer in securities and who has held such
interest for more than one year will be long-term capital gain or loss. However,
if the amount realized upon the sale of a partnership interest attributable to a
partner's share of unrealized receivables or inventory of the partnership (as
defined in Section 751) exceeds the tax basis attributable to those assets, the
excess will be treated as ordinary income.

For purposes of the passive activity loss limitations of the Code, gain or
loss recognized from transactions treated as a sale or exchange of a limited
partnership interest, such as the transfer of the Contributed Assets,

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<PAGE> 27

distribution of the Warrants and the Exchange Rights, and conversion of Exchange
Rights, generally will be treated as passive activity income or loss. Passive
activity income recognized by a Limited Partner generally may be used to offset
passive loss from Boca Partnership or other passive activities of such Limited
Partner.

If a Limited Partner disposes of his or her entire Boca Partnership
interest in a taxable transaction, including the conversion of the Exchange
Rights, any current or suspended passive losses from Boca Partnership and any
loss realized from the disposition of the Units generally will be treated as
losses from a non-passive activity to the extent they exceed the Limited
Partner's net income or gain from all passive activities for the year
(determined without regard to any losses related to the disposed Units). Thus,
each Limited Partner that converts all of his or her Units to Class A Common
Stock will be entitled to deduct all suspended passive activity losses from Boca
Partnership against any income for such taxable year. A Limited Partner could
have significant suspended passive losses from the Boca Partnership to reduce
the passive income that may arise as a result of the Contribution and Exchange,
although this question depends on the individual tax circumstances of each
Limited Partner.

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<PAGE> 28

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

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

BUSINESS COMBINATIONS

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

Acquisitions Completed Through June 30, 1997

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

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

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

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

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

Prior to the completion of Panthers Holdings initial public equity offering
and concurrent equity offering (the "Initial Offerings"), all of the partnership
interests of Decoma were acquired by Panthers Holdings in exchange for a total
of 870,968 shares of Class A Common Stock. As this transaction was among
entities under common control, it has been accounted for on a historical cost
basis in a manner similar to a pooling of interests as of August 6, 1994, the
date of acquisition.

Acquisition Completed Subsequent to June 30, 1997

On August 13, 1997, Panthers Holdings acquired approximately 68% of the
ownership interest in Registry Resort for 918,174 shares of Class A Common Stock
and $75.5 million in cash. Registry Resort provides

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<PAGE> 29

rooms, conference facilities, restaurants, retail outlets and other recreational
facilities. This acquisition has been accounted for under the purchase method of
accounting.

Pending Acquisition

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

BUSINESS SEGMENT INFORMATION

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

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

SEASONALITY

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

CONSOLIDATED RESULTS OF OPERATIONS

Panthers Holdings' consolidated revenue, compared to the prior years,
increased 59% to $54.3 million for the year ended June 30, 1997 and 92% to $34.1
million for the year ended June 30, 1996. The increase in the year ended June
30, 1997 was directly attributable to the acquisitions made in the Leisure and
Recreation Business segment. The increase in the year ended June 30, 1996 was
because the Panthers participated in all

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<PAGE> 30

four rounds of the Stanley Cup playoffs (playing in 22 playoff games) during the
1995-96 season, while the 1994-95 season was shortened (from the normal 84 game
schedule to a 48 game schedule) as a result of a player lockout in a dispute
over the then existing collective bargaining agreement.

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

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

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

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

Revenue

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

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

Cost of Services

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

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

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

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

Amortization and Depreciation

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

27
<PAGE> 31

fiscal 1997 decrease was partially offset by the additional amortization and
depreciation pertaining to the Leisure and Recreation Business assets acquired
during fiscal 1997.

Interest and Other Income

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

Interest Expense and Minority Interest

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

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

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

Revenue

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

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

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

Cost of Services

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

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

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

Amortization and Depreciation

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

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<PAGE> 32

Interest and Other Income

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

Interest and Other Expense

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

LIQUIDITY AND CAPITAL RESOURCES

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

Cash Provided By (Used In) Operating Activities

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

Cash Provided by Financing Activities

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

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

Net Cash Flows Used In Investing Activities

Net cash flows used in investing activities were $515,000, $140,000 and
$161,000 during the years ended June 30, 1997, 1996 and 1995, respectively.
Capital additions, excluding the substantial additions to property and equipment
obtained in Panthers Holdings' business acquisitions, were approximately $1.5
million, $140,000 and $161,000 in the years ended June 30, 1997, 1996 and 1995,
respectively. The increase in capital expenditures was primarily attributable to
the various activities of the Leisure and Recreation Business. Additionally, the
net cash acquired in Panthers Holdings' business acquisitions during the year
ended June 30, 1997 was approximately $1.0 million.

Capital Resources

During fiscal 1997, Panthers Holdings entered into a three-year $35.0
million revolving credit facility which bears interest at LIBOR plus 1.5%.
Panthers Holdings is in the process of negotiating the New Credit

29
<PAGE> 33

Facility. It is anticipated that the New Credit Facility will provide for a line
of credit up to $250.0 million and will be secured by certain tangible and
intangible assets of Panthers Holdings. The New Credit Facility is expected to
limit Panthers Holdings' ability to pay cash dividends. In addition, the NHL's
Bylaws preclude any one of its members from paying cash dividends, unless paying
such cash dividends will not impair the member's ability to (i) meet its
projected expenses for the ensuing 12 month period without the use of borrowed
funds, other than short-term borrowings and (ii) maintain adequate reserves to
fund the future payment of all deferred player compensation and other deferred
obligations for past services.

FINANCIAL CONDITION

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

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

As of June 30, 1996, prior to the Initial Offerings, Panthers Holdings had
a net deficit in stockholders' equity of approximately $48.3 million. After the
Initial Offerings, recapitalization of Panthers Holdings' Chairman's cumulative
advances and the effect of acquisitions and the Private Placement, net
stockholders' equity has improved to approximately $301.2 million as of June 30,
1997. After considering the effect of the Subsequent Offering and the
acquisition of Registry Resort, the unaudited pro forma consolidated balance
sheet as of June 30, 1997 shows a net equity balance of approximately $429.6
million.

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

The grant of a security interest in any of the assets of the Panthers, or
any direct or indirect ownership interest in Panthers Holdings, of 5% or more,
shall require the prior approval of the NHL, which may be withheld in the NHL's
sole discretion and, in that connection, the NHL will require a consent
agreement satisfactory to the NHL. NHL rules limit the amount of debt that may
be secured by the assets of, or ownership interests in, an NHL club and require
that the parties to any secured loan that is approved execute an agreement
limiting the rights of the lenders and Panthers Holdings (or stockholder) under
certain circumstances, including upon an event of default or foreclosure. These
limitations may adversely affect the rights of Panthers Holdings (or
stockholder) under certain circumstances.

Working Capital

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

Additionally, deferred revenue at June 30, 1997 was approximately $10.0
million as compared to approximately $1.0 million at June 30, 1996. The increase
was due to ticket collections on unplayed playoff

30
<PAGE> 34

games that will be carried over to 1997-98 season, as well as, deferred resort
club membership revenue added with the Boca Resort acquisition.

FORWARD LOOKING STATEMENTS

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

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<PAGE> 35

BUSINESS OF PANTHERS HOLDINGS

GENERAL

Panthers Holdings is a holding company with subsidiaries currently
operating in two business segments: (i) the Leisure and Recreation Business and
(ii) the Entertainment and Sports Business. Panthers Holdings was formed in July
1996 and, upon the completion of the Initial Offerings in November 1996,
continued the operations of the Panthers, a professional hockey team which has
been a member of the NHL since 1993. Following completion of the Initial
Offerings, Panthers Holdings expanded into the Leisure and Recreation Business,
through the ownership and operation of high-end destination luxury resorts, and
diversified the Entertainment and Sports Business to include ice skating rink
operations. Panthers Holdings' current focus is on expanding the Leisure and
Recreation Business. The primary elements of Panthers Holdings' current business
strategy include: (i) the development of capital projects (additional unit
construction, recreational amenities and conference space) at its existing
luxury resorts, (ii) the expansion of the core upscale clientele of the Leisure
and Recreation Business, which will increase Panthers Holdings' ability to
cross-market other services to this customer base and (iii) the acquisition of
other luxury resorts. In executing its business strategy, Panthers Holdings
continuously evaluates opportunities in other industries and businesses for
potential strategic acquisitions where Panthers Holdings believes it can
leverage its competitive strengths and increase stockholder value.

The Leisure and Recreation Business currently consists of Panthers
Holdings' interests in the Resort Facilities, four high-end destination luxury
resort operations. The Resort Facilities consist of Boca Resort, Registry
Resort, Pier 66 and Bahia Mar.

Registry Resort is a luxury resort fronting the Gulf of Mexico in Naples,
Florida, within a 90-minute drive of the east coast of South Florida. Panthers
Holdings currently owns approximately 68% of Registry Resort and has made offers
to acquire the remaining 32%. Registry Resort includes 474 luxury guest rooms, a
conference center, recreational areas, restaurant and retail outlets, a 15 court
tennis facility and a nature reserve boardwalk, as well as water sports and
other beach amenities. Registry Resort has received Mobile Travel Guide's Four
Star Award, as well as AAA's Four Diamond Award, and has been cited by Conde
Nast Traveler magazine as one of the best resorts in the United States.

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the-art entertainment and sports center in Broward County, Florida. Pursuant to
an operating agreement between Panthers Holdings and Broward County, upon
completion of the Broward County Arena, Panthers Holdings will manage and
operate the Broward County Arena, where the Panthers will play their home games.
Panthers Holdings also owns approximately 78% of Decoma, the entity which
operates the Miami Arena, the arena where the Panthers play their home games.
Panthers Holdings' ice skating rink activities consist of the operation of
Incredible Ice, a twin-pad ice skating rink facility in Coral Springs, Florida
and Gold Coast, an ice skating rink facility in Pompano Beach, Florida.

Panthers Holdings was incorporated in Florida on July 3, 1996. In
connection with the Initial Offerings, Panthers Holdings' Class A common stock
began trading on The Nasdaq National Market on November 13, 1996 under the
symbol "PUCK." On July 11, 1997, the Class A Common Stock began trading on the
NYSE under the symbol "PAW."

BUSINESS STRATEGY

Panthers Holdings' current business strategy is to focus on expanding the
Leisure and Recreation Business. The primary elements of such business strategy
include: (i) the development of capital projects (additional unit construction,
recreational amenities and conference space) at the Resort Facilities; (ii) the
expansion of the core upscale clientele of the Leisure and Recreation Business,
which will increase Panthers Holdings' ability to cross-market other services to
this customer base and (iii) the acquisition of other luxury resorts. In
executing its business strategy, Panthers Holdings continuously evaluates
opportunities in other industries and businesses for potential strategic
acquisitions where Panthers Holdings believes it can leverage its competitive
strengths and increase shareholder value. For certain risks involved with
Panthers Holdings' business strategy, see "Risk Factors."

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ACQUISITIONS

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

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

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

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

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

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

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

Recent Developments

OPERATIONS

General

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

LEISURE AND RECREATION BUSINESS

Management Team

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

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

Dennis J. Callaghan. Mr. Callaghan is one of Panthers Holdings' Managing
Directors -- Resort Division and has been a director of Panthers Holdings 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

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

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

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

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

The Resort Facilities

Panthers Holdings' Leisure and Recreation Business currently consists of
Panthers Holdings' four Resort Facilities: Boca Resort, Registry Resort, Pier
66, and Bahia Mar.

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

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

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

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

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

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

Bahia Mar. Bahia Mar is a destination luxury resort and marina complex
located on 40 acres of land fronting the Atlantic Ocean. Bahia Mar consists of
300 rooms, a 350 slip marina, four tennis courts, 20,000 square feet of flexible
meeting space and 23,000 square feet of retail space. Bahia Mar has an average
occupancy of 61% at an average daily room rate of $104. The total room revenue
per available room is $63. The Bahia Mar Marina has an average occupancy of 49%
at an average daily slip rate of $47. Because of recent renovations to the
resort and certain administrative changes designed to improve efficiency,
management expects that occupancy percentages and room rates will continue to
improve. Bahia Mar has received the Mobile Travel Guide's Three Star Award and
AAA's Three Diamond Award, as well as the 1995 Radisson President's Award and a
City of Fort Lauderdale Community Appearance Award. The Bahia Mar marina is host
to the International Boat Show, an annual six day boating and marine event which
is billed as the world's largest in-water Boat Show.

Franchise, Owner and License Agreements

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

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

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

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

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

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

Management Agreements

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

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

Environmental Matters

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

ENTERTAINMENT AND SPORTS BUSINESS

Management Team

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

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

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

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

Panthers Holdings' Entertainment and Sports Business currently consists of
Panthers Holdings' hockey operations, arena development and management
operations and ice skating rink operations.

Hockey Operations.

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

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

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

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<PAGE> 44

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

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

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

Arena Development and Operations

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

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

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

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<PAGE> 45

Ice Rinks

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

Decoma

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

COMPETITION

Competition in Leisure and Recreation Business. The resort and hotel
industry is highly competitive. Competitive factors within the resort and hotel
industry include room rates, quality of accommodations, service levels,
convenience of location, reputation, reservation systems, name recognition, and
availability of alternative resort and hotel operations in local markets. Each
of the Resort Facilities has a number of competitors. An increase in the number
of competitive resort and hotel facilities in each of the Resort Facilities'
respective markets could have a material adverse effect on the levels of
occupancy and average room rates of each of the Resort Facilities. Further,
there can be no assurance that new or existing competitors will not
significantly reduce their rates or offer greater convenience, services or
amenities or significantly expand, improve or develop facilities in the markets
in which the Resort Facilities compete, thereby adversely affecting Panthers
Holdings' resort and hotel operations.

Competition in Entertainment and Sports Business. The Panthers compete for
entertainment and sports dollars not only with other major league sports, but
also with college athletics and other sports-related entertainment. During
portions of its season, the Panthers experience competition from professional
basketball (the Miami Heat), professional football (the Miami Dolphins) and
professional baseball (the Florida Marlins). Mr. Huizenga currently controls the
Miami Dolphins and the Florida Marlins. In addition, the colleges and
universities in South Florida, as well as public and private secondary schools,
offer a full schedule of athletic events throughout the year. The Panthers also
compete for attendance and advertising revenue with a wide range of other
entertainment and recreational activities available in South Florida.
Additionally, the Panthers compete with other NHL and non-NHL teams,
professional and otherwise, for available players.

EMPLOYEES

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

INSURANCE

Panthers Holdings maintains comprehensive insurance on the Resort
Facilities, including liability, fire and extended coverage, in the types and
amounts customarily obtained by an owner and operator in the resort and hotel
industry. Panthers Holdings maintains various insurance coverages on behalf of
the Panthers through the NHL, primarily including players disability and roster
catastrophe insurance coverage. Panthers Holdings also maintains the types and
amounts of insurance coverage that it considers appropriate for its other
businesses, including, but not limited to, workers' compensation insurance,
casualty insurance against loss or

42
<PAGE> 46

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

CUSTOMERS AND MARKETING

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

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

REGULATIONS

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

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

SEASONALITY

The business of the Resort Facilities is generally seasonal. The Resort
Facilities, each of which is located in the state of Florida, have historically
experienced higher revenues and operating income in the first and fourth
quarters of each calendar year due to increased rates of occupancy and room
rental rates during the winter months. This seasonality also results in higher
operating costs during these quarters. In addition, the state of Florida is
subject to tropical weather and storms (typically in summer months) which, if
severe, can interrupt the normal operations of the Resort Facilities and
adversely affect tourism.

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

TRADEMARKS

Panthers Holdings utilizes a brand name strategy depending on the Resort
Facilities' market environment and the Resort Facilities' unique
characteristics. Panthers Holdings presently uses two national trade names

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<PAGE> 47

for two of the Resort Facilities pursuant to licensing arrangements with
national franchisors. Panthers Holdings owns and utilizes certain trademarks in
connection with its Entertainment and Sports Business. These trademarks relate
primarily to the Panthers and the hockey operations.

LITIGATION

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

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

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

On September 4, 1996, Timothy Johanson, Walter Johanson and Veronica
Juliano (the "ADA Plaintiffs") filed a lawsuit against Panthers Holdings, among
others, in the United States District Court for the Southern District of
Florida. The suit alleged that Panthers Holdings violated the ADA in connection
with the development of the Broward County Arena by (i) failing to make
reasonable modifications in policies, practices or procedures, (ii) failing to
take such steps as may be necessary to ensure that no individual with a
disability is excluded, denied services, segregated or otherwise treated
differently and (iii) failing to remove architectural barriers and
communications barriers. The ADA Plaintiffs sought, among other things, to (A)
obtain a judgment mandating Panthers Holdings to revise, modify and remove
certain barriers at the Broward County Arena that may prevent persons with
disabilities from having access to the facility and take

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<PAGE> 48

steps necessary to ensure that no person with a disability is excluded, denied
services, segregated or otherwise treated differently, to the extent required by
law, and (B) be awarded reasonable attorneys' fees, costs and expenses incurred
in connection with the suit. On October 9, 1997, the ADA Plaintiffs agreed to
voluntarily dismiss their case without prejudice.

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

RECENT DEVELOPMENTS

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<PAGE> 49

MANAGEMENT OF PANTHERS HOLDINGS

DIRECTORS AND EXECUTIVE OFFICERS

The directors and the executive officers of Panthers Holdings are as
follows:

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

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

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

46
<PAGE> 50

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

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

Richard L. Handley joined Panthers Holdings as a Senior Vice President and
General Counsel in May 1997. Mr. Handley has also held the positions of Senior
Vice President and General Counsel with Huizenga Holdings since May 1997. Prior
to joining Panthers Holdings, 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 Panthers Holdings 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 Panthers Holdings' Vice President and
Corporate Controller since March 1997. Mr. Dauria served as Panthers Holdings'
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 Panthers Holdings 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

47
<PAGE> 51

Senior Vice President, Treasurer and Chief Financial Officer and became a
director of Blockbuster in May 1989. He became Vice Chairman of the Board of
Blockbuster in November 1989 and served as Blockbuster's President and Chief
Operating Officer from January 1993 until September 1994. Mr. Berrard helped
build Blockbuster from a 19-store chain into the world's largest video and music
retailer. In September 1994, Blockbuster merged into Viacom. In addition, Mr.
Berrard served as President and Chief Executive Officer and a director of
Spelling Entertainment from March 1993 through March 1996, and served as a
director of Viacom from September 1994 until March 1996.

Dennis J. Callaghan is a Managing Director of Panthers Holdings' Resort
Division and has been a director of Panthers Holdings 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 Panthers Holdings' Board of Directors in
connection with the acquisition of Boca Resort.

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

DIRECTORS' COMPENSATION

Directors who are also employees of Panthers Holdings or one of its
subsidiaries do not receive additional compensation for serving on the Board of
Directors. Panthers Holdings' 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 Panthers
Holdings' 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

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<PAGE> 52

otherwise provided by Panthers Holdings' Board of Directors or the Compensation
Committee. Panthers Holdings also reimburses the directors for out-of-pocket
expenses incurred in attending meetings of the Board of Directors or committees
thereof, in their capacity as directors. The Board of Directors will
periodically review and may revise the compensation policies for non-employee
directors.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following tables show remuneration paid or accrued by Panthers Holdings
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 Panthers Holdings 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 Panthers Holdings 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 Panthers Holdings as its President in September 1996. As
such, Mr. Evans did not receive any compensation from Panthers Holdings
during the fiscal year ended June 30, 1996.

(2) Comprised of insurance premiums paid by Panthers Holdings on behalf of these
employees.

(3) Represents bonus amounts earned in the fiscal year ended June 30, 1996 and
paid in the fiscal year ended June 30, 1997.

OPTION GRANT TABLE

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

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

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

* Less than 1%

49
<PAGE> 53

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, Panthers Holdings 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 Panthers Holdings' 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 Panthers Holdings' 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, Panthers Holdings has 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.

50
<PAGE> 54

CERTAIN TRANSACTIONS

The following is a summary of certain agreements and transactions between
or among Panthers Holdings and certain related parties. It is Panthers Holdings'
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 Panthers Holdings' experience in the business
segments in which it operates and the terms of its transactions with
unaffiliated parties, it is Panthers Holdings' belief that all of the
transactions described below involving Panthers Holdings met that standard at
the time such transactions were effected.

In connection with the Initial Offerings, the following events occurred:
(i) Mr. Huizenga contributed to Panthers Holdings (a) his 78% ownership interest
in Decoma, (b) a note representing the outstanding amount which a subsidiary of
Panthers Holdings 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) Panthers Holdings repaid $20.0 million in debt owed to
Panthers Investment Venture, an affiliate of Panthers Holdings controlled by Mr.
Huizenga.

In 1994, Mr. Huizenga purchased a 50% interest in the predecessor to
Leisure Management International, Inc. ("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.

Panthers Holdings pays Huizenga Holdings a management fee equal to 1% of
Panthers Holdings' gross revenue, excluding NHL generated revenues, in exchange
for services including, but not limited to, assisting Panthers Holdings in
executing various administrative functions, obtaining financing, developing tax
planning strategies and formulating risk management strategies, as well as
advising Panthers Holdings 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.

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

In connection with the acquisition of Pier 66 and Bahia Mar (collectively,
the "Fort Lauderdale Resort Facilities") in March 1997, Messrs. Huizenga,
Berrard, Johnson and Rochon received 972,018, 592,877, 451,248 and 379,062
shares of Panthers Holdings' 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, Panthers Holdings believes that the acquisition of the
Fort Lauderdale Resort Facilities was fair to Panthers Holdings' stockholders
and that the terms of the acquisition of the Fort Lauderdale Resort Facilities
were as favorable to Panthers Holdings as could have been obtained from an
unaffiliated party in a comparable transaction.

51
<PAGE> 55

PRINCIPAL SHAREHOLDERS OF PANTHERS HOLDINGS

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 Panthers Holdings' directors, (c) each of
Panthers Holdings' executive officers and (d) all directors and executive
officers of Panthers Holdings 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.

(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

52
<PAGE> 56

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.

53
<PAGE> 57

DESCRIPTION OF PANTHERS HOLDINGS CAPITAL STOCK

Panthers Holdings' authorized capital consists of 100,000,000 shares of
Class A Common Stock, par value $.01 per share, and 10,000,000 shares of Class B
Common Stock, par value $.01 per share. No preferred stock is authorized.

COMMON STOCK

As of October 2, 1997, there were 31,721,896 shares of Class A Common Stock
and 255,000 shares of Class B Common Stock issued and outstanding. The Class A
Common Stock and Class B Common Stock are identical in all respects, except that
each share of Class A Common Stock is entitled to one vote, and each share of
Class B Common Stock is entitled to 10,000 votes. In the event of a liquidation,
dissolution or winding up of Panthers Holdings, the holders of Class A Common
Stock and Class B Common Stock are entitled to share equally and ratably in the
assets of Panthers Holdings, if any, remaining after paying all debts and
liabilities of Panthers Holdings. The holders of Class A Common Stock and Class
B Common Stock are entitled to receive dividends, on a share-for-share basis if,
as and when declared by the Board out of funds legally available therefor,
subject to any dividend restrictions in Panthers Holdings' credit facilities and
the NHL Bylaws. Holders of Class B Common Stock are entitled to convert each
share of Class B Common Stock into one share of Class A Common Stock at any
time.

The NHL Constitution and Bylaws contain provisions which may in some
circumstances operate to prohibit a person from acquiring the Class A Common
Stock and affect the value of such Class A Common Stock. In general, any
acquisition of shares of Class A Common Stock which will result in a person or a
group of persons holding a five percent or more interest in Panthers Holdings
will require the prior approval of the NHL, which may be granted or withheld in
the sole discretion of the NHL. The prospective purchaser will be required to
submit to the NHL an application, in a form to be prescribed from time to time
by the NHL, providing certain information relating to that person's background.
Upon receipt of such application, the Commissioner of the NHL (the
"Commissioner") shall have the right to conduct an investigation with respect to
the prospective purchaser, which may include an interview by the Commissioner's
office or one or more NHL owners and the submission of such information about
the prospective purchaser, whether or not confidential, as the Commissioner
shall deem relevant in his sole discretion. In addition, the NHL may condition
its approval upon the execution, delivery and performance by the prospective
purchaser of such documents as the Commissioner shall prescribe. The expense of
the NHL's investigation must be paid by the prospective purchaser, whether or
not its application is approved. If and when a prospective purchaser receives
the NHL's consent to acquire a five percent or more interest in Panthers
Holdings, such prospective purchaser will be required to acknowledge that the
purchaser shall be bound by the applicable provisions of the NHL Constitution
and Bylaws.

In addition, no person who directly or indirectly owns any interest in a
privately-held NHL team, or a five percent or more interest in any other
publicly-held NHL team, may own, directly or indirectly, a five percent or more
interest in Panthers Holdings, without the prior approval of the NHL. The NHL
Constitution and Bylaws also contain provisions which would prohibit an owner of
a five percent or more interest in Panthers Holdings 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
Panthers Holdings) are not eligible to purchase or hold Panthers Common Stock.
The NHL could in the future adopt different or additional restrictions which
could adversely affect the stockholders.

Furthermore, the grant of a security interest in any of the assets of the
Florida Panthers, or any direct or indirect ownership interest in Panthers
Holdings, of five percent or more, shall require the prior approval of the NHL,
which may be withheld in the NHL's sole discretion and, in that connection, the
NHL will require a consent agreement satisfactory to the NHL. NHL rules limit
the amount of debt that may be secured by the assets of, or ownership interests
in, an NHL club and require that the parties to any secured loan that is
approved execute an agreement limiting the rights of the lenders and the club
(or stockholder) under certain circumstances, including upon an event of default
or foreclosure. These limitations may adversely affect the rights of the club
(or stockholder) under certain circumstances.

54
<PAGE> 58

Failure by a holder of a five percent or more interest to comply with these
restrictions may result in a forced sale of such holder's interest in Panthers
Holdings or the repurchase of such interests by Panthers Holdings. Panthers
Holdings' Articles of Incorporation provide that Panthers Holdings may redeem,
at the lower of fair market value or cost, shares held by any person or entity
who becomes the owner of five percent or more of Panthers Holdings' shares
without the approval of the NHL. These restrictions are contained in a legend on
each certificate issued evidencing shares of Class A Common Stock.

The transfer agent and registrar for the Class A Common Stock is
BankBoston, N.A.

CERTAIN PROVISIONS OF FLORIDA LAW

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

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

LIMITED LIABILITY AND INDEMNIFICATION

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

55
<PAGE> 59

by him in his capacity or acting out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the FBCA.

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

LEGAL MATTERS

The validity of the shares of the Class A Common Stock offered hereby will
be passed upon for Panthers Holdings by Akerman, Senterfitt & Eidson, P.A.,
Miami, Florida. Certain attorneys at Akerman, Senterfitt & Eidson, P.A. own
shares of Panthers Holdings' Class A Common Stock.

EXPERTS

The audited financial statements of Florida Panthers Holdings, Inc. as of
June 30, 1997, 1996 and 1995 appearing elsewhere in this Prospectus and
Registration Statement have been audited by Arthur Andersen LLP, independent
certified public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.

The audited financial statements of 2301 SE 17th St. Ltd. as of December
31, 1995, and for each of the years in the two year period ended December 31,
1995, have been included in this Prospectus and in the registration statement in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, appearing elsewhere herein, and upon the authority of said firm as
experts in accounting and auditing.

The financial statements of the Boca Raton Hotel and Club Limited
Partnership as of December 31, 1996 and for the year then ended included in this
Prospectus and registration statement have been so included in reliance on the
report of Price Waterhouse LLP, independent certified public accountants, given
on the authority of said firm as experts in auditing and accounting.

The financial statements of Boca Raton Hotel and Club Limited Partnership
at December 31, 1995, and for each of the two years in the period ended December
31, 1995 appearing in this Prospectus and the registration statement have been
audited by Ernst & Young LLP, independent certified public accountants, as set
forth in their report thereon appearing elsewhere herein, and are given upon the
authority of such firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

This Prospectus constitutes part of a Registration Statement filed by
Panthers Holdings with the Securities and Exchange Commission (the "Commission")
under the Securities Act with respect to the Class A Common Stock offered
hereby. This Prospectus omits certain of the information contained in the
Registration Statement and related exhibits and schedules with respect to
Panthers Holdings and the Class A Common Stock offered hereby. The Registration
Statement and the exhibits and schedules forming a part thereof can be inspected
and copied at the public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
should also be available for inspection and copying at the following regional
offices of the Commission: 7 World Trade Center, 14th Floor, New York, New York
10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains a Web Site
(http://www.sec.gov.) that contains reports, proxy statements and other

information filed by Panthers Holdings.

56
<PAGE> 60

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
THE REGISTRANT
FLORIDA PANTHERS HOLDINGS, INC.
Report of Independent Certified Public Accountants........ F-2
Consolidated Balance Sheets as of June 30, 1997 and
1996................................................... F-3
Consolidated Statements of Operations for the years ended
June 30, 1997, 1996 and 1995........................... F-4
Consolidated Statements of Shareholders' Equity (Deficit)
for the years ended June 30, 1997, 1996 and 1995....... F-5
Consolidated Statements of Cash Flows for the years ended
June 30, 1997, 1996 and 1995........................... F-6
Notes to Consolidated Financial Statements................ F-7
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Unaudited Pro Forma Statement of Operations for the year
ended June 30, 1997.................................... F-21

BUSINESSES ACQUIRED
2301 SE 17TH ST., LTD. ("PIER 66")
Reports of Independent Certified Public Accountants....... F-22
Balance Sheets as of December 31, 1996 and 1995........... F-24
Statements of Operations for the years ended December 31,
1996, 1995 and 1994.................................... F-25
Statements of Partners' Equity for the years ended
December 31, 1996, 1995 and 1994....................... F-26
Statements of Cash Flows for the years ended December 31,
1996, 1995 and 1994.................................... F-27
Notes to Financial Statements............................. F-28
</TABLE>

RAHN BAHIA MAR, LTD. ("BAHIA MAR")
Report of Independent Certified Public Accountants........ F-34
Balance Sheets as of December 31, 1996 and 1995........... F-35
Statements of Operations for the years ended December 31,
1996 and 1995 and for the Period from Inception (June
28, 1994) to December 31, 1994......................... F-36
Statements of Partners' Equity for the years ended
December 31, 1996 and 1995 and for the Period from
Inception (June 28, 1994) to December 31, 1994......... F-37
Statements of Cash Flows for the years ended December 31,
1996 and 1995 and for the Period from Inception (June
28, 1994) to December 31, 1994......................... F-38
Notes to Financial Statements............................. F-39

CORAL SPRINGS ICE, LTD. ("INCREDIBLE ICE")
Report of Independent Certified Public Accountants........ F-43
Balance Sheet as of December 31, 1996..................... F-44
Statement of Operations for the Period from Inception
(February 26, 1996) to December 31, 1996............... F-45
Statement of Partners' Equity (Deficit) for the Period
from Inception (February 26, 1996) to
December 31, 1996...................................... F-46
Statement of Cash Flows for the Period from Inception
(February 26, 1996) to
December 31, 1996...................................... F-47
Notes to Financial Statements............................. F-48

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP ("BOCA
RESORT")
Reports of Independent Certified Public Accountants....... F-50
Balance Sheets as of December 31, 1996 and 1995........... F-52
Statements of Operations for the years ended December 31,
1996, 1995 and 1994.................................... F-53
Statements of Changes in Partners' Deficit for the years
ended December 31, 1996, 1995 and 1994................. F-54
Statements of Cash Flows for the years ended December 31,
1996, 1995 and 1994.................................... F-55
Notes to Financial Statements............................. F-56

F-1
<PAGE> 61

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

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

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

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

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,

August 15, 1997.

F-2
<PAGE> 62

FLORIDA PANTHERS HOLDINGS, INC.

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

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

The accompanying notes are an integral part of these statements.

F-3
<PAGE> 63

FLORIDA PANTHERS HOLDINGS, INC.

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

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

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

The accompanying notes are an integral part of these statements.

F-4
<PAGE> 64

FLORIDA PANTHERS HOLDINGS, INC.

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

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

The accompanying notes are an integral part of these statements.

F-5
<PAGE> 65

FLORIDA PANTHERS HOLDINGS, INC.

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

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

The accompanying notes are an integral part of these statements.

F-6
<PAGE> 66

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997

(1) ORGANIZATIONAL STRUCTURE

GENERAL

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

INITIAL OFFERINGS AND REORGANIZATION

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

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

PRIVATE PLACEMENT

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

F-7
<PAGE> 67

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF FINANCIAL STATEMENT PRESENTATION

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

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

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

CASH AND CASH EQUIVALENTS/RESTRICTED CASH

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

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

ACCOUNTS RECEIVABLE

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

SUPPLEMENTAL CASH FLOW INFORMATION

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

INVENTORY

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

F-8
<PAGE> 68

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

PROPERTY AND EQUIPMENT

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

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

INTANGIBLE ASSETS

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

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

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

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

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

ACCOUNTING FOR IMPAIRMENT OF LONG-LIVED ASSETS

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

NOTE PAYABLE TO RELATED PARTY

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

F-9
<PAGE> 69

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

REVENUE RECOGNITION

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

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

PLAYER CONTRACT COSTS

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

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

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

INCOME TAXES

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

STOCK-BASED COMPENSATION

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

EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE

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

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

F-10
<PAGE> 70

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

(3) BUSINESS COMBINATIONS

COMPLETED ACQUISITIONS

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

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

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

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

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

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

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

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

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

F-11
<PAGE> 71

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

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

SUBSEQUENT ACQUISITION

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

PENDING ACQUISITION (UNAUDITED)

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

(4) PROPERTY AND EQUIPMENT

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

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

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

F-12
<PAGE> 72

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(5) LONG-TERM DEBT

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

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

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

(6) PREMIER CLUB MEMBERSHIP FEES

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

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

F-13
<PAGE> 73

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

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

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

(7) STOCK OPTIONS

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

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

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

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

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

F-14
<PAGE> 74

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

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

(8) COMMITMENTS AND CONTINGENCIES

LEASES

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

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

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

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

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

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

F-15
<PAGE> 75

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

EMPLOYMENT AGREEMENTS

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

BROWARD COUNTY ARENA

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

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

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

LITIGATION

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

F-16
<PAGE> 76

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

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

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

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

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

(9) LICENSE AND FRANCHISE AGREEMENTS

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

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

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

F-17
<PAGE> 77

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(10) MANAGEMENT AGREEMENTS

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

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

(11) RELATED PARTY TRANSACTIONS

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

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

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

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

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

F-18
<PAGE> 78

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(12) OPERATIONS BY BUSINESS SEGMENT

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

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

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

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

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

F-19
<PAGE> 79

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(14) INCOME TAXES

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

(15) EMPLOYEE BENEFITS

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

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

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

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

(16) SUBSEQUENT EVENT

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

to the Company were approximately $109.7 million.

F-20
<PAGE> 80

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 1997

(IN THOUSANDS)

<TABLE>
<CAPTION>
BUSINESSES ACQUIRED PRO FORMA AS
FLORIDA ----------------------------------------------------------------- ADJUSTED FOR THE
PANTHERS BOCA RATON ACQUISITION BUSINESSES
HOLDINGS, INC. 2301 LTD. RAHN LTD. INCREDIBLE ICE RESORT ADJUSTMENTS ACQUIRED
-------------- --------- --------- -------------- ---------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUE:
Leisure and
recreation............ $ 17,567 $18,511 $11,578 $ -- $116,194 $ -- $163,850
Entertainment and
sports................ 36,695 -- -- 356 -- -- 37,051
-------- ------- ------- ------ -------- ------- --------
Total revenue..... 54,262 18,511 11,578 356 116,194 -- 200,901

OPERATING EXPENSES:
Cost of leisure and
recreation services... 6,658 7,679 3,915 -- 56,522 -- 74,774
Cost of entertainment
and sports services... 35,135 -- -- -- -- -- 35,135
Selling, general and
administrative........ 15,150 5,513 3,658 1,175 34,171 1,466(a) 59,207
(1,926)(b)
Amortization and
depreciation.......... 5,698 1,155 1,348 36 6,145 3,372(c) 17,754
-------- ------- ------- ------ -------- ------- --------
Total operating
expenses........ 62,641 14,347 8,921 1,211 96,838 2,912 186,870
-------- ------- ------- ------ -------- ------- --------
OPERATING INCOME (LOSS)... (8,379) 4,164 2,657 (855) 19,356 (2,912) 14,031
INTEREST AND OTHER
INCOME.................. 1,923 -- -- -- 500 -- 2,423
INTEREST EXPENSE AND
MINORITY INTEREST....... (3,804) (1,487) (816) -- (18,225) 6,066(d) (18,266)
-------- ------- ------- ------ -------- ------- --------
NET INCOME (LOSS)......... (10,260) 2,677 1,841 (855) 1,631 3,154 (1,812)
======== ======= ======= ====== ======== ======= ========
PRIMARY AND FULLY DILUTED
INCOME (LOSS) PER COMMON
AND COMMON EQUIVALENT
SHARE................... $ (0.74) $ (0.07)
======== ========
WEIGHTED AVERAGE SHARES
OUTSTANDING............. 13,829 26,983(e)
======== ========
</TABLE>

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

(a) Represents a mangement fee equal to 1% of revenue payable to Huizenga
Holdings.

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

(c) Represents additional depreciation expense associated with the stepped-up
basis of the property and equipment of the acquired companies of $3,220,000
and the amortization of the excess of purchase price over the fair value of
the net assets of Incredible Ice amounting to $152,000.

(d) Represents the reduction of interest expense associated with the retirement
of approximately $65.0 million of indebtedness from the proceeds of the
Private Placement.

(e) Net loss per share and weighted average shares outstanding are determined
based on the (i) 5,275,678 shares issued in connection with the
Reorganization as if they had been outstanding for the entire period
presented, (ii) 4,838,710 shares (of the 7,300,000 shares issued in the
Prior Offerings) issued to repay the Company's outstanding indebtedness as
if they had been outstanding for the period prior to the Prior Offerings,
(iii) 7,300,000 shares issued in connection with the Prior Offerings for
the period for which they were actually outstanding, (iv) 8,400,000 shares
issued in connection with the Exchange Agreements (4,450,000 shares for
2301 Ltd. and 3,950,000 shares for Rahn Ltd.) as if they had been
outstanding for the entire period presented, (v) 212,766 shares issued in
the acquisition of Incredible Ice as if they had been outstanding for the
entire period presented, (vi) 2,460,000 shares issued in the Private
Placement for the period for which they were actually outstanding and (vii)
4,514,889 shares issued in connection with the acquisition of Boca Raton
Resort and Club as if they had been outstanding for the entire period
presented and (viii) 1,994,124 shares (of the 2,460,000 issued in the
Private Placement) issued to repay $54.3 million of outstanding
indebtedness as if they had been outstanding for the entire period
presented.

F-21
<PAGE> 81

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

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

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

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

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
January 10, 1997.

F-22
<PAGE> 82

INDEPENDENT AUDITORS' REPORT

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

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

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

KPMG PEAT MARWICK LLP

Fort Lauderdale, Florida,
April 19, 1996

F-23
<PAGE> 83

2301 SE 17TH ST., LTD.

BALANCE SHEETS

DECEMBER 31, 1996 AND 1995

ASSETS

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

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

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

F-24
<PAGE> 84

2301 SE 17TH ST., LTD.

STATEMENTS OF OPERATIONS

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

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

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

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

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

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

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

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

F-25
<PAGE> 85

2301 SE 17TH ST., LTD.

STATEMENTS OF PARTNERS' EQUITY

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

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

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

F-26
<PAGE> 86

2301 SE 17TH ST., LTD.

STATEMENTS OF CASH FLOWS

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

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

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

F-27
<PAGE> 87

2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS

(1) BACKGROUND OF THE PARTNERSHIP AND OPERATIONS:

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

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

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

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

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

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a) Basis of Accounting --

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

(b) Cash and Cash Equivalents --

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

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

(d) Depreciation --

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

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

F-28
<PAGE> 88

2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(e) Property and Equipment --

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

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

(f) Use of Estimates --

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

(g) Fair Value of Financial Instruments --

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

(h) Business Risk --

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

(i) Concentration of Credit Risk --

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

(3) INCOME TAXES:

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

F-29
<PAGE> 89

2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(4) ACCRUED LIABILITIES:

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

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

(5) LONG-TERM DEBT:

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

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

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

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

(6) MANAGEMENT AGREEMENT:

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

F-30
<PAGE> 90

2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

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

(7) LICENSE AND FRANCHISE AGREEMENTS:

Hyatt Franchise--

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

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

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

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

F-31
<PAGE> 91

2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(8) PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:

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

(9) LEASES:

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

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

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

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

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

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

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

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

F-32
<PAGE> 92

2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(10) DEFERRED COMPENSATION PLAN:

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

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

(11) EXCHANGE AGREEMENT:

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

F-33
<PAGE> 93

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners of
Rahn Bahia Mar, Ltd.:

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

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

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
January 10, 1997.

F-34
<PAGE> 94

RAHN BAHIA MAR, LTD.

BALANCE SHEETS

DECEMBER 31, 1996 AND 1995

ASSETS

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

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

F-35
<PAGE> 95

RAHN BAHIA MAR, LTD.

STATEMENTS OF OPERATIONS

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

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

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

F-36
<PAGE> 96

RAHN BAHIA MAR, LTD.

STATEMENTS OF PARTNERS' EQUITY

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

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

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

F-37
<PAGE> 97

RAHN BAHIA MAR, LTD.

STATEMENTS OF CASH FLOWS

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

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

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

F-38
<PAGE> 98

RAHN BAHIA MAR, LTD.

NOTES TO FINANCIAL STATEMENTS

(1) BACKGROUND OF THE PARTNERSHIP AND OPERATIONS:

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

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

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

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a) Basis of Accounting --

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

(b) Cash and Cash Equivalents --

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

(d) Depreciation --

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

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

(e) Property and Equipment --

F-39
<PAGE> 99

RAHN BAHIA MAR, LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

(f) Use of Estimates --

(g) Fair Value of Financial Instruments --

(h) Business Risk --

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

(i) Concentration of Credit Risk --

(3) INCOME TAXES:

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

(4) RELATED PARTY TRANSACTIONS:

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

F-40
<PAGE> 100

RAHN BAHIA MAR, LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

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

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

(5) LONG-TERM DEBT:

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

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

(6) PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:

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

(7) COMMITMENTS AND CONTINGENCIES:

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

F-41
<PAGE> 101

RAHN BAHIA MAR, LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

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

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

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

(8) DEFERRED COMPENSATION PLAN:

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

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

(9) EXCHANGE AGREEMENT:

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

F-42
<PAGE> 102

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners of
Coral Springs Ice, Ltd.:

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

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

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
February 7, 1997.

F-43
<PAGE> 103

CORAL SPRINGS ICE, LTD.

BALANCE SHEET
DECEMBER 31, 1996

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

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

F-44
<PAGE> 104

CORAL SPRINGS ICE, LTD.

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

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

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

F-45
<PAGE> 105

CORAL SPRINGS ICE, LTD.

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

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

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

F-46
<PAGE> 106

CORAL SPRINGS ICE, LTD.

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

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

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

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

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

F-47
<PAGE> 107

CORAL SPRINGS ICE, LTD.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996

(1) BACKGROUND OF THE PARTNERSHIP AND OPERATIONS:

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

(2) SIGNIFICANT ACCOUNTING POLICIES:

(a) Basis of Accounting

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

(b) Use of Estimates

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

(d) Buildings and Equipment

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

(e) Depreciation

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

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

(f) Cash and Cash Equivalents

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

(g) Deferred Revenue

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

(h) Fair Value of Financial Instruments

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

F-48
<PAGE> 108

CORAL SPRINGS ICE, LTD.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

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

(3) INCOME TAXES:

(4) MANAGEMENT AGREEMENT:

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

(5) BUILDINGS AND EQUIPMENT:

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

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

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

(6) NOTE PAYABLE:

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

(7) CONCESSION AGREEMENT:

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

(8) SALE OF ASSETS:

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

F-49
<PAGE> 109

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners of
Boca Raton Hotel and Club Limited Partnership

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

PRICE WATERHOUSE LLP

Fort Lauderdale, Florida

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

F-50
<PAGE> 110

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Partners
Boca Raton Hotel and Club Limited Partnership

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

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

Ernst & Young LLP

West Palm Beach, Florida
January 26, 1996

F-51
<PAGE> 111

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

BALANCE SHEETS
(IN THOUSANDS)

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

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

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

F-52
<PAGE> 112

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

STATEMENTS OF OPERATIONS
(IN THOUSANDS)

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

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

F-53
<PAGE> 113

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(IN THOUSANDS)

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

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

F-54
<PAGE> 114

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

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

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

F-55
<PAGE> 115

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

1. ORGANIZATION

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

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

BASIS OF FINANCIAL STATEMENT PRESENTATION

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

CASH EQUIVALENTS AND RESTRICTED CASH

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

FAIR VALUES OF FINANCIAL INSTRUMENTS

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

CONCENTRATIONS OF CREDIT RISK AND MARKET RISK

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

PREMIER CLUB MEMBERSHIP DEPOSITS

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

F-56
<PAGE> 116

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

PROPERTY, IMPROVEMENTS AND DEPRECIATION

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

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

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

INVENTORIES

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

DEFERRED LOAN COSTS

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

DEFERRED MEMBERSHIP REVENUE

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

RECLASSIFICATIONS

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

PARTNERSHIP RECORDS

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

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

F-57
<PAGE> 117

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

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

INCOME TAXES

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

3. PARTNERSHIP AGREEMENT

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

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

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

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

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

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

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

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

F-58
<PAGE> 118

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

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

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

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

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

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

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

4. LETTERS OF CREDIT

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

F-59
<PAGE> 119

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

5. MORTGAGES AND OTHER LOANS PAYABLE

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

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

FIRST MORTGAGE NOTES

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

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

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

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

SECOND MORTGAGE NOTE

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

F-60
<PAGE> 120

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

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

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

THIRD MORTGAGE NOTE

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

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

OTHER NOTES PAYABLE

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

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

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

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

F-61
<PAGE> 121

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

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

<TABLE>
<CAPTION>
1995
--------
<S> <C>
A senior note secured by the $130,000 first mortgage on
the principal resort property, improvements and all
assets and rights of the Partnership accruing interest
at 8.26%. The Partnership may pay the loan in whole or
in part at any time by paying a prepayment fee based on
a formula. $ 71,524
A subordinated note secured by the $130,000 first mortgage
on the principal resort property, improvements, and all
assets and rights of the Partnership accruing interest
at 14.52%. The balance at December 31, 1995 includes a
fee of $1,000 due upon payoff of the note. The loan has
a term of eight years and no amortization period [see
(b) and (d) below]. 51,000
</TABLE>

A subordinated note secured by the $130,000 first mortgage
on the principal resort property, improvements and all
assets and rights of the Partnership accruing interest
at 14.52%. The note contains a provision whereby the
lender upon the sale or refinancing of the Partnership,
or substantially all of its assets, is entitled to an
amount based on a certain formula [see (a) below]. 500
Other loans payable:
A promissory note bearing interest at 14.5% per annum,
payable quarterly commencing April 1, 1996. The note is
collateralized by the notes receivable due from club
members for the Premier Membership Program at December
15, 1995 and additions thereafter (see Note 10). The
loan matures on December 15, 2002, at which time all
principal and any accrued unpaid interest is due. The
principal amount due at maturity of the note includes
an amount, in addition to principal and accrued
interest, sufficient to provide the lender an internal
rate of return of 18.5% per annum. [see (c) below]. 10,000
An unsecured promissory note dated October 7, 1994 with
interest at 7% per annum. The first interest payment is
due October 7, 1995, with subsequent payments of
interest due semiannually commencing April 1, 1996.
Principal payments commence October 7, 1996 in the
amount of $240 increasing to $400 in the year 2003 with
a balloon payment of $5,040 due October 7, 2004. 8,000
An unsecured promissory note dated October 7, 1994 with
interest at 7% per annum. The first interest payment is
due October 7, 1995, with subsequent payments of
interest due semiannually commencing April 1, 1996.
Principal payments commence October 7, 1996 in the
amount of $60 increasing to $100 in the year 2003 with
a balloon payment of $1,260 due October 7, 2004. 2,000
An unsecured promissory note dated October 7, 1994 with
interest at 7% per annum. Annual principal payments of
$100 plus interest commence October 7, 1995. $ 100
A note payable dated March 31, 1991 for $600 to fund the
redevelopment and renovation of a resort restaurant.
Principal and interest payments are made monthly over a
five-year term at an interest rate of prime plus 2.5%
(11.0% at December 31, 1995). 112
--------
143,236
Current portion of mortgage and other loans payable (2,347)
--------
$140,889
========

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

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

F-62
<PAGE> 122

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

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

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

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

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

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

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

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

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

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

6. BANYAN MORTGAGE LOANS

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

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

F-63
<PAGE> 123

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

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

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

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

7. SERVICES AGREEMENT

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

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

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

3. Complimentary Premier Club membership.

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

8. OTHER RELATED PARTY TRANSACTIONS

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

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

F-64
<PAGE> 124

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

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

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

9. PROFIT SHARING PLAN

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

F-65
<PAGE> 125

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

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

10. PREMIER CLUB MEMBERSHIP DEPOSITS AND CREDITS

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

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

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

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

11. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

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

F-66
<PAGE> 126

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

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

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

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

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

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

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

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

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

12. SUBSEQUENT EVENTS

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

F-67
<PAGE> 127

ANNEX A

AMENDED AND RESTATED
CONTRIBUTION AND EXCHANGE AGREEMENT
(BOCA RATON HOTEL & CLUB)

This Contribution and Exchange Agreement (this "Agreement") is entered into
as of March 20, 1997 by and among FLORIDA PANTHERS HOLDINGS, INC., a Florida
corporation ("Panthers"); PANTHERS BRHC LIMITED, a Florida limited partnership
("Panthers BRHC Limited"); BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP, a
Florida limited partnership ("Partnership"); BRMC, L.P., a Delaware limited
partnership ("General Partner") and BRMC CORPORATION, a Delaware corporation and
general partner of the General Partner ("BRMC").

RECITALS

The Board of Directors of Panthers has determined that it is in the best
interests of Panthers shareholders for Panthers to acquire, directly or
indirectly, all of the assets of the Partnership and the General Partner has
determined on behalf of the Partnership that it is in the best interests of the
Partnership and its limited partners to transfer all its assets to Panthers BRHC
Limited as provided herein.

TERMS OF AGREEMENT

In consideration of the mutual representations, warranties, covenants and
agreements contained herein, the parties hereto agree as follows:

ARTICLE I

THE EXCHANGE

1.1 The Closing. Subject to the terms and conditions of this Agreement,
the consummation of the transactions contemplated hereunder ("Closing") shall
take place on a date which is on or about five (5) business days after
satisfaction or waiver of the conditions set forth in Articles VI and VII, at
the offices of Panthers' counsel, Akerman, Senterfitt & Eidson, P.A., Miami,
Florida, or such other time and place as the parties may otherwise agree, it
being the intent of the parties to close as promptly as practicable. The date on
which the Closing occurs is hereinafter referred to as the Closing Date.

1.2 Partnership's Contribution of Assets. The Partnership shall convey,
transfer, assign and deliver to Panthers BRHC Limited at the Closing on the
terms and subject to the conditions set forth in this Agreement, all of its
assets, properties and business of every kind and description, whether real,
personal or mixed, tangible or intangible, wherever located (except those assets
of the Partnership which are specifically excluded as provided in Section 1.3
hereof) as shall exist on the Closing Date (collectively, the "Contributed
Assets"). Without limiting the generality of the foregoing, the Contributed
Assets shall include the following:

(a) all right, title and interest of the Partnership in and to the
Owned Property (as defined in Section 3.11 hereof) and as lessee under any
leases covering the properties leased by the Partnership;

(b) all machinery, equipment, tools, supplies, leasehold improvements,
constructions in progress, furniture and fixtures located at or on any
parcel of the Owned Property or leased premises;

(d) all receivables of the Partnership, including without limitation,
all trade accounts receivable, notes receivable, and receivables from
insurance companies, service contract providers and any other vendors or
suppliers of the Partnership (whether on accounts owed as incentive
payments or otherwise), but excluding any receivables due from any
Affiliate of the Partnership or any Partner of the Partnership which shall
be paid or satisfied prior to the Closing;

A-1
<PAGE> 128

(e) all of the interests, rights and benefits accruing to the
Partnership under any sales contracts, supply contracts, service
agreements, purchase orders and purchase commitments made by the
Partnership in the ordinary course of business, all other agreements to
which the Partnership is a party or by which it is bound and all other
choses in action, causes of action and other rights of every kind of the
Partnership;

(f) all operating data and records of the Partnership, including
without limitation, customer lists and records, financial, accounting and
credit records, correspondence, budgets and other similar documents and
records;

(g) all of the proprietary rights of the Partnership, including
without limitation, all trademarks, trade names, patents, patent
applications, licenses thereof, trade secrets, technology, knowhow,
formulae, designs and drawings, computer software, slogans, copyrights,
processes, operating rights, other licenses and permits and other similar
intangible property and rights relating to the products or business of the
Partnership;

(h) all cash and cash equivalents and investments, whether short-term
or long-term, of the Partnership, including without limitation,
certificates of deposit, treasure bills and securities;

(i) all prepaid and deferred items of the Partnership, including
without limitation, prepaid rentals, insurance, taxes and unbilled charges
and deposits relating to the operations of the Partnership; and

(j) all right, title and interest of the Partnership in and to any
other intangible property of the Partnership.

1.3 Excluded Assets. The Contributed Assets shall exclude the following
assets of the Partnership: (i) the Exchange Rights (as defined in Section
1.8(i)) and the Panthers Warrants (as defined in Section 1.8(j)), and the Fee
Shares (as defined in Section 1.8(i)) and the rights of the Partnership under
this Agreement; (ii) the minute books and partnership interest transfer records
of the Partnership; and (iii) those assets set forth on Exhibit "A" attached
hereto ("Sold Assets"), which shall be sold by the Partnership to Panthers, or
its designee, at closing in consideration of the Exchange Rights and the
Panthers Warrants and the Fee Shares.

1.4 Assignment of Contracts. Notwithstanding anything in this Agreement to
the contrary, this Agreement shall not constitute an assignment of any claim,
contract, license, franchise, lease, commitment, sales contract, supply
contract, service agreement or purchase commitment if an attempted assignment
thereof without the consent of a third party thereto would constitute a breach
thereof or in any way adversely affect the rights of Panthers BRHC Limited
thereunder. If such consent is not obtained, or if any attempt at an assignment
thereof would be ineffective or would affect the rights of Panthers BRHC Limited
thereunder so that Panthers BRHC Limited would not in fact receive all such
rights, the Partnership, the General Partner and BRMC shall cooperate, to the
best of their ability, but at the cost and expense of Panthers BRHC Limited
without reduction of the purchase price calculated under Section 1.8(i), with
Panthers BRHC Limited to the extent necessary to provide for Panthers BRHC
Limited the benefits under such claim, contract, service agreement, purchase
order or purchase commitment, including enforcement for the benefit of Panthers
BRHC Limited of any and all rights of the Partnership against a third party
thereto arising out of the breach or cancellation by such third party or
otherwise. The provisions of this Section 1.4 shall not affect or modify any
other rights of Panthers BRHC Limited under this Agreement.

1.5 Panthers Contribution of Assets. At or prior to the Closing, Panthers,
or its designees, shall contribute or cause to be contributed to Panthers BRMC
Limited ((a), (b) and (c) below being referred to as the "Panthers Capital
Contribution"):

(a) Cash in an amount sufficient to pay off in full at the Closing
Date the obligations of the Partnership set forth on Schedule 1.5 attached
hereto;

(b) At the written election of BRMC, which shall be delivered within
five (5) days prior to the Closing Date, cash or 141,232 shares (adjusted,
as appropriate, for any stock split, reverse stock split, stock dividend or
"Special Transaction" generally in accordance with the provisions of
Exhibit "B"

A-2
<PAGE> 129

attached hereto) of the Class A common stock of Panthers, par value $.01
per share ("Panthers Common Stock") to satisfy the $3.725 million
Partnership's deferred fee obligations to BRMC; and

That portion of the Panthers Capital Contribution described in clause (a)
shall be determined with reference to the payoff letters required by Section
5.17 hereof. For purposes of Panthers BRHC Limited's partnership agreement, the
Panthers Capital Contribution shall also include: (i) the aggregate value of any
Panthers Common Stock issued upon exercise of any options granted to those
persons referred to in Section 6.8 hereof; (ii) any cash contributed to pay off
the $110 Million Senior Facility under the Loan Agreement ("Senior Facility"),
when and if permitted hereunder and under Panthers BRHC Limited's partnership
agreement; (iii) any additional cash contributed by Panthers to Panthers BRHC
Limited to pay transaction costs and expenses under Section 5.20 hereof, and
(iv) any other non-reimbursable expenses of Panthers BRHC Limited paid by
Panthers and additional cash contributed to the equity of Panthers BRHC Limited.

1.6 Assumed Liabilities. Panthers BRHC Limited shall at the Closing assume
and agree to pay, discharge, and perform when lawfully required all of the
obligations, duties and liabilities of the Partnership whether absolute or
contingent, known or unknown. The obligations, duties and liabilities assumed by
Panthers BRHC Limited pursuant to this Section 1.6 shall be referred to as the
"Assumed Liabilities."

1.7 No Expansion of Third Party Rights. The assumption by Panthers BRHC
Limited of the Assumed Liabilities, the transfer thereof by the Partnership, and
the limitations of such transfer shall in no way expand the rights or remedies
of any third party against Panthers BRHC Limited or the Partnership as compared
to the rights and remedies which such third party would have against the
Partnership had Panthers BRHC Limited not assumed such liabilities. Without
limiting the generality of the preceding sentence, the assumption by Panthers
BRHC Limited of the Assumed Liabilities shall not create any third party
beneficiary rights.

1.8 Procedure at the Closing. At the Closing, the parties agree that the
following shall occur:

(a) Panthers (or its designee) and the Partnership shall enter into a
partnership agreement for Panthers BRHC Limited, the form of which shall be
agreed upon no later than thirty (30) days from the date of this Agreement;
provided however, that such agreement shall provide that:

(i) Affiliates of Panthers will be the managing General Partner of
Panthers BRHC Limited and the holder of a limited partnership interest
therein (the "Panther Interest");

(ii) The Partnership shall acquire a non-managing general
partnership interest ("Boca LP Interest") in exchange for the
Contributed Assets;

(iii) Cash from operations determined by the managing general
partner to be available for distribution will be distributed (x) first
to the holders of the Panther Interest in payment of a profit share
equal to 15% per annum, cumulative and compounded, on the "Base Amount,"
which shall equal the Panthers Capital Contributions, and (y) next in
proportion to each of the partner's percentage interests in Panthers
BRHC Limited (the "Contribution Ratio"); provided, however, that if any
taxable income is allocated to the Partnership, cash equal to 40% of
such taxable income will be distributed to the Partnership; the initial
Contribution Ratio for the holders of the Panther Interest for the first
fiscal year ending after the Closing Date, expressed as a percentage,
will be determined by dividing (A) by (B). (A) equals the Capital
Contributions made by holders of the Panther Interest, which for the
first fiscal year will be determined as of forty-five days after the
Closing Date. (B) equals the sum of (A) plus the initial capital account
credit of the Partnership, which shall equal the dollar amount specified
in Section 1.8(i), less the value of the Sold Assets. The Contribution
Ratio shall be re-determined when Panthers or the Partnership contribute
additional capital to Panthers BRHC Limited. In such case, (A) will
equal the Capital Contributions made by the holders of the Panther
Interest. (B) will equal the sum of (x)(A), (y) the initial capital
account

A-3
<PAGE> 130

credit of the Partnership and (z) additional capital, if any,
contributed to the equity of Panthers BRHC Limited by the Partnership.

(iv) Cash from any sale or refinancing or other capital
transactions determined by the managing general partner of Panthers BRHC
Limited to be available for distribution will be distributed (1) first
to the holders of the Panther Interest in payment of their unpaid profit
share on the Base Amount, (2) next to the holders of the Panther
Interest in repayment of their capital accounts, (3) next in payment of
the capital account of the Partnership and (4) next in accordance with
the Contribution Ratio;

(v) Taxable income and loss will generally be allocated in
accordance with the Contribution Ratio except that the Panther Interest
will be specially allocated a profit share on the Base Amount;

(vi) The Partnership will have no voting rights under the limited
partnership agreement, except that for so long as Persons other than
Panthers (or its designees) own more than 51% of the limited partnership
interests of the Partnership, the Partnership, after due and proper
notice, shall have the right: (1) to approve any amendment (unless such
amendment will not have a material adverse impact on the Partnership) to
the partnership agreement of Panthers BRHC Limited (the provisions of
Section 5.13 hereof will be included in the partnership agreement); (2)
to approve any sale of all or substantially all of the Contributed
Assets of Panthers BRHC Limited prior to January 1, 2001; provided
however, if prior to January 1, 2001, Panthers Common Stock closes at an
average price of $52.75 for five consecutive trading days on the NASDAQ
Stock Market, the Partnership shall have no right to approve any sale of
all or substantially all of the Contributed Assets; (3) to consult with
the managing general partner to develop an annual budget provided,
however, that the managing general partner will have the sole authority
to approve such budget; and (4) to consult with the managing general
partner regarding the renewal or termination of employment agreements
between Panthers BRHC Limited and Operating Management employees;

(vii) An affiliate of Panthers shall have the right to manage the
Owned Property for a management fee equal to 3% of the gross revenues of
Panthers BRHC Limited;

(viii) At any time on or after January 31, 2001, Panthers (or its
designee) shall have the right to acquire, for cash, all or a portion of
the partnership interests of the Partnership in Panthers BRHC Limited at
a price equal to the Fair Market Value of the partnership interest being
acquired. The Fair Market Value of a partnership interest shall be
calculated as set forth on Exhibit "C" attached hereto. The acquisition
shall be automatically effected by Panthers after thirty days prior
written notice to the Partnership;

(ix) For federal income tax purposes, the Partnership is subject to
Section 704(c) of the Internal Revenue Code of 1986, as amended (the
"Code"), with respect to its transfer of assets to Panthers BRHC
Limited. Panthers agree to cause Panthers BRHC Limited to elect the
remedial allocation method specified in Treasury Regulation Section
1.704-3(d). Panthers shall allocate the book value of the Contributed
Assets to each asset or class of assets provided such allocation does
not cause or create on the Closing Date income to the Partnership under
Sections 752 and 731 of the Code;

(x) At the option of Panthers, Panthers BRHC Limited shall make an
election under Section 754 of the Code. At the request of Panthers, the
Partnership shall make timely election under Section 754 of the Code for
the taxable year ending on the Closing Date, and any other taxable year
of the Partnership following its termination under Section 708(b)1)(B)
of the Code;

(xi) The partnership agreement will allow the holders of the
Panther Interest to cause after January 31, 2001, a tax termination of
Panthers BRHC Limited under Section 708(b)(1)(B) even if such action
creates an adverse effect to the Partnership;

(xii) The general partnership interest of the Partnership in
Panthers BRHC Limited will not be transferable, other than to Panthers
and its Affiliates;

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(xiii) Panthers may admit additional limited partners to Panthers
BRHC Limited in return for capital contributions and/or grant lenders
participation rights in the profits of Panthers BRHC Limited, subject to
Section 5.13 and provided that any dilution of partnership interests
resulting therefrom shall be proportionate between the Partnership and
the holders of the Panther Interests;

(xiv) The Panther Interest which is a limited partnership interest
in Panthers BRHC Limited may be transferred. The Panther Interest which
is a general partnership interest may be transferred to a Panthers
Affiliate, or to a non-Affiliate with the consent of the Partnership.
Any transfer causing a tax termination of Panthers BRHC Limited under
Section 708(b)(1)(B) of the Code on or before January 31, 2001, shall be
prohibited unless there are no material adverse tax consequences to the
Partnership or its partners;

(xv) Panthers, or its designee, may elect to borrow from Panthers
BRHC Limited, and upon such election Panthers BRHC Limited shall loan to
Panthers, or its designee, the proceeds of any financing or refinancing
of the Contributed Assets and Sold Assets ("Refinancing") on terms and
conditions equal to those of the Refinancing; and

(xvi) The partnership agreement will also contain other standard
terms, including customary indemnification provisions in favor of the
direct and indirect general partners of Panthers BRHC Limited and
payment by Panthers BRHC Limited to the Partnership of an administrative
fee to reimburse the Partnership for certain of its expenses.

(b) The Partnership shall have satisfied each of the conditions set
forth in Article VI and shall deliver to Panthers BRHC Limited the
documents, certificates, opinions, consents and letters required by Article
VI, unless waived by Panthers.

(c) Panthers and Panthers BRHC Limited shall have satisfied each of
the conditions set forth in Article VII and shall deliver to the
Partnership the documents, certificates, consents and letters required by
Article VII, unless waived by the Partnership.

(d) The Partnership shall deliver to the Panthers BRHC Limited such
warranty deeds, bills of sale, endorsements, assignments, releases and
other instruments and documents (including certificates and resolutions) in
such form as is reasonably satisfactory to Panthers BRHC Limited and as
shall be sufficient to vest in Panthers BRHC Limited (or its assignee) good
and marketable title to the Contributed Assets.

(e) Panthers BRHC Limited shall deliver to the Partnership
instruments, in such form as is reasonably satisfactory to the Partnership
and as shall be sufficient to effect the assumption by Panthers BRHC
Limited of the Assumed Liabilities.

(f) Panthers, Panthers BRHC Limited and the Partnership shall execute
and deliver a cross-receipt acknowledging receipt of the Contributed
Assets, the Sold Assets, the Exchange Rights (defined below), the Panthers
Warrants (defined below) and the Fee Shares (defined below).

(g) The Partnership shall deliver to Panthers BRHC Limited payoff and
estoppel letters in accordance with Section 5.17, and Panthers BRHC Limited
shall pay off in full the debt referred to in Schedule 1.5 hereof.

(h) The Partnership shall pay the expenses referred to in Section 5.20
out of a portion of the cash contributed under Section 1.5(a).

(i) Partnership shall sell to Panthers (or its designee) the Sold
Assets set forth on Exhibit "A" in consideration of delivery of the
Exchange Rights and Warrants described below, as well as a number of Shares
of Panthers Common Stock (the "Fee Shares") necessary to satisfy the
Partnership's obligations to pay certain fees to (i) the holder of the
third mortgage on the Partnership's assets, (ii) Temple Development Company
and (iii) Operating Management, as shall be designated by the General
Partner prior to Closing. Panthers shall deliver an Exchange Agreement
("Exchange Agreement") to the Partnership, granting to the Partnership (or
to the Partnership's partners) rights ("Exchange Rights") to

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acquire, in exchange for all of the partnership interests in the
Partnership, an aggregate number of shares (rounded to the nearest whole
share) of Panthers Common Stock (the "Panthers Shares" and each, a
"Panthers Share") determined by dividing (i) the difference between Three
Hundred Twenty Million Dollars ($320,000,000) minus (w) the value of the
Fee Shares (determined using the Price per Share, but subject to the
anti-dilution provisions set forth on Exhibit "B" attached hereto), minus
(x) the outstanding principal balance, and any accrued and unpaid interest
thereon that is past due as of the Closing Date, under the $110 Million
Senior Facility evidenced by the Loan Agreement, minus (y) the amount of
cash contributed under Section 1.5(a) (other than the amount contributed to
cover expenses as set forth in Schedule 1.5, subsection (vii) and Schedule
5.20), minus (z) Three Million Seven Hundred Twenty-Five Thousand Dollars;
by (ii) $26.375 (the "Price per Share"). In no case shall the number of Fee
Shares and the number of Panthers Shares underlying the Exchange Rights
exceed that number of shares determined in the preceding sentence without
regard to clause (w). The number of Panthers Shares shall be reserved by
Panthers for issuance under the Exchange Agreement and shall be subject to
the anti-dilution provisions set forth on Exhibit "B" attached hereto. The
Exchange Agreement shall provide: (a) for the mechanics of the exchange;
(b) that in the event the sale of all or substantially all of the
Contributed Assets is consummated prior to exercise of any Exchange Rights,
upon notice to the holders of the Exchange Rights, the Exchange Rights
shall expire; (c) that Exchange Rights to acquire an amount of Panthers
Common Stock with a fair market value at Closing equal to Two Million Five
Hundred Thousand Dollars ($2,500,000) (as determined pursuant to Section
9.3(d) below) shall be held back ("Held Back Interests") subject to the
provisions of Article IX hereof; (d) after due and proper notice that any
partnership interest in the Partnership so exchanged shall be transferred
to a designee of Panthers; and (e) that, after due and proper notice, the
Exchange Rights shall expire at January 31, 2001.

(j) Panthers shall deliver to the Partnership, registered in the name
of the holders specified by the Partnership in writing not less than five
(5) business days prior to Closing, an aggregate number of warrants to
acquire a number of shares of Panthers Common Stock equal to twenty (20%)
percent of the number of Fee Shares and the number of Panthers Shares
issued pursuant to the second sentence of Section 1.8(i) above ("Panthers
Warrants"). The Panthers Warrants shall be exercisable at a price of $29.01
per share. Fifty (50%) percent of the Panthers Warrants shall expire on
December 31, 1998 and the remaining fifty (50%) percent of the Panthers
Warrants shall expire on December 31, 1999. The number of Panthers Warrants
shall be subject to the anti-dilution provisions set forth in Exhibit "B"
attached hereto.

1.9 Filing of Documents. At the time of the Closing, the parties shall
cause to be filed with the Secretary of State of the State of Florida any
documents that Panthers or Panthers BRHC Limited determines to be required to
lawfully effect the purposes of this Agreement.

1.10 Tax Treatment. The parties hereto acknowledge and agree that the
receipt of the non-managing general partnership interest in Panthers BRHC
Limited by the Partnership contemplated hereby is intended to be a tax-free
transaction under Section 721 of the Code.

1.11 Option to Acquire General Partner's Interest in the Partnership. The
General Partner does hereby grant to Panthers the option to acquire, directly or
through its designee and exercisable upon the earlier of January 15, 2001 or at
such time as all of the Exchange Rights have been exercised, its general
partnership interest in the Partnership for $1.00 ("Option"). The Option shall
not expire unless waived in writing by Panthers. The General Partner shall
transfer its general partnership interest to Panthers' designee within five days
after Panthers' written notice to General Partner that it is electing to
exercise the Option.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES
OF PANTHERS

As a material inducement to the Partnership to enter into this Agreement
and to consummate the transactions contemplated hereby, Panthers and Panthers
BRHC Limited make the following representations and warranties to the
Partnership:

2.1 Corporate Status. Panthers is a corporation duly organized, validly
existing and in good standing under the laws of the State of Florida. Panthers
has the requisite power and authority to carry on its business and to own or
lease its properties. Panthers BRHC Limited is a limited partnership duly
organized, validly existing and in good standing under the laws of the State of
Florida. Panthers BRHC Limited has the requisite power and authority to carry on
its business and to own or lease its properties.

2.2 Corporate Power and Authority. Panthers and Panthers BRHC Limited each
have the power and authority to execute and deliver this Agreement, to perform
their respective obligations hereunder and to consummate the transactions
contemplated hereby. Other than Panthers obtaining shareholder approval, each of
Panthers and Panthers BRHC Limited have taken all action necessary to authorize
its execution and delivery of this Agreement, and the performance of their
respective obligations hereunder and the consummation of the transactions
contemplated hereby.

2.3 Enforceability. This Agreement has been duly executed and delivered by
Panthers and Panthers BRHC Limited and constitutes a legal, valid and binding
obligation of each of them, enforceable against each of them in accordance with
its terms, except as the same may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and general equitable principles regardless of
whether such enforceability is considered in a proceeding at law or in equity.

2.4 Exchanged Securities. Upon consummation of the transactions
contemplated hereunder, the Panthers Warrants will be validly issued. Upon
exercise of any Exchange Rights under the Exchange Agreement for Panthers
Shares, and the issuance and delivery of certificates representing the Panthers
Shares to the holders of the Exchange Rights, the Panthers Shares will be
validly issued, fully paid and non-assessable shares of Panthers Common Stock.
Upon exercise of the Panthers Warrants, and payment of the exercise price with
respect thereto, the shares of Panthers Common Stock issued thereunder will be
validly issued, fully paid and non-assessable.

2.5 No Commissions. Panthers has not incurred any obligation for any
finder's or broker's or agent's fees or commissions or similar compensation in
connection with the transactions contemplated hereby.

2.6 No Violation. The execution and delivery of this Agreement by Panthers
and Panthers BRHC Limited and the performance by them of their respective
obligations hereunder and the consummation by them of the transactions
contemplated by this Agreement will not: (a) contravene any provision of the
articles of incorporation or bylaws of Panthers or the Partnership Agreement or
Certificate of Limited Partnership of Panthers BRHC Limited; (b) violate or
conflict with any law, statute, ordinance, rule, regulation, decree, writ,
injunction, judgment or order of any Governmental Authority or of any
arbitration award which is either applicable to, binding upon or enforceable
against Panthers or Panthers BRHC Limited; (c) conflict with, result in any
breach of, or constitute a default (or an event which would, with the passage of
time or the giving of notice or both, constitute a default) under, or give rise
to a right to terminate, amend, modify, abandon or accelerate, any Contract
which is applicable to, binding upon or enforceable against Panthers or Panthers
BRHC Limited; (d) result in or require the creation or imposition of any Lien
upon or with respect to any of the property or assets of Panthers or Panthers
BRHC Limited; or (e) require the consent, approval, authorization or permit of,
or filing with or notification to, any Governmental Authority, any court or
tribunal or any other Person, except any applicable filings required under the
HSR Act, any SEC filings required to be made by Panthers, any SEC and state
filings contemplated hereby, and any filings required to be made in connection
with the transfer of the licenses and permits contemplated hereunder as part of
the Contributed Assets and the Sold Assets.

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2.7 SEC Filings. From November 8, 1996 through the date hereof, Panthers
has duly and timely filed with the SEC all reports, proxy statements and other
information required to be filed by it under the Exchange Act (the "SEC
Filings"). The SEC Filings, at the time of filing did not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein necessary to make the statements contained therein, in light of
the circumstances under which they were made, not misleading. Except as
disclosed in the SEC Filings, since November 8, 1996 to the date hereof, there
has not been any Material Adverse Change in the business, financial position or
results of operations of Panthers. The Registration Statement and Prospectus to
be filed pursuant to Article VIII hereof at the time of filing will not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein necessary to make the statements contained
therein, in light of the circumstances under which they were made, not
misleading.

2.8 Capitalization. As of the date hereof, the authorized capital stock of
Panthers consists of 100,000,000 shares of Panthers Common Stock (which number
includes 2,600,000 shares of Panthers Common Stock reserved for issuance under
the Panthers' 1996 Stock Option Plan) and 10,000,000 shares of Class B common
stock, par value $.01 per share. Panthers has no shares of preferred stock
authorized. As of March 4, 1997: (a) 23,648,444 shares of Panthers Common Stock,
which number does not include 920,440 shares of Panthers Common Stock which are
subject to granted but currently unexercisable options, were validly issued and
outstanding, fully paid and nonassessable, and (b) 255,000 shares of Panthers
Class B Common Stock were validly issued and outstanding, fully paid and
nonassessable. As of the Closing Date, the number of shares of Panthers Common
Stock equal to the aggregate number of shares of Panthers Common Stock
underlying the Exchange Rights and the Panthers Warrants will be reserved for
issuance upon exercise of the Exchange Rights and upon exercise of the Panthers
Warrants.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE
PARTNERSHIP, THE GENERAL PARTNER AND BRMC

As a material inducement to Panthers and to Panthers BRHC Limited to enter
into this Agreement and to consummate the transactions contemplated hereby, the
Partnership, the General Partner and BRMC make the following representations and
warranties to the Panthers and Panthers BRHC Limited:

3.1 Partnership's Organization. (i) The Partnership is a limited
partnership duly organized, validly existing and in good standing under the laws
of the State of Florida, and (ii) the character of the properties owned or
leased by Partnership and the nature of Partnership's business do not require it
to be qualified and in good standing in any other state.

3.2 General Partner's and BRMC's Organization. General Partner is a
limited partnership, duly organized, validly existing and in good standing under
the laws of the State of Delaware and is qualified to do business under the laws
of the State of Florida. BRMC is a corporation, duly organized, validly existing
and in good standing under the laws of the State of Delaware and is qualified to
do business under the laws of the State of Florida. General Partner is the sole
general partner of Partnership and BRMC is the sole general partner of General
Partner.

3.3 Subsidiaries. Except as set forth on Schedule 3.3 hereof, the
Partnership does not own, directly or indirectly, any outstanding voting
securities of or other interests in, or control, any other corporation,
partnership, joint venture or other business entity.

3.4 Power and Authority. The Partnership has partnership power and
authority, as applicable, to: (i) to conduct its business as now conducted; (ii)
execute and deliver this Agreement, and (iii) subject to obtaining appropriate
limited partner consents required by its partnership agreement, close the
transactions contemplated by this Agreement. Each of the General Partner and
BRMC has full partnership or corporate power and authority to authorize and
consent to the execution and delivery by the Partnership of this Agreement, and,
subject to obtaining appropriate consents of the limited partners of the
Partnership and the General Partner, if any, the performance by Partnership of
its obligations hereunder. All of the consents of the general

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partner of each of the Partnership and the General Partner, and of the Board of
Directors of BRMC, required, if any, in connection with the execution, delivery
and performance of this Agreement have been obtained.

3.5 Due Execution/Enforceability. This Agreement has been duly executed
and delivered by Partnership, and assuming due authorization, execution and
delivery by Panthers and Panthers BRHC Limited, constitutes the legal, valid and
binding obligations of Partnership, enforceable against it in accordance with
the terms hereof and thereof, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).

3.6 Litigation. Except as set forth on Schedule 3.6 hereof, there is no
action, suit or proceeding pending or, to the knowledge of any of the
Partnership, the General Partner and BRMC, threatened against or affecting any
of them that is not covered by insurance or, that if adversely determined would
materially affect the assets, business or operations of the Partnership or would
materially impair the ability of any of the Partnership, the General Partner or
BRMC to perform any of such entity's obligations under this Agreement.

3.7 Conflict. Except as set forth on Schedule 3.7, neither the execution
nor the delivery of this Agreement nor the performance by the Partnership, the
General Partner and BRMC of any of the provisions hereof, will conflict with or
result in a breach of any of the provisions of the Partnership's, the General
Partner's or BRMC's governing documentation, any applicable Legal Requirements,
or any Designated Contract (as defined in Section 3.23 hereof), or constitute a
default under any of the foregoing or result in the creation or imposition of
any lien, charge or encumbrance upon any property of such entity, or on all or a
portion of the Contributed Assets (including the Owned Property) or the Sold
Assets.

3.8 Governmental Consent. No consent, approval or other authorization of
or by any Governmental Authority is required in connection with the execution or
delivery by the Partnership, the General Partner or BRMC of this Agreement or
compliance by them with any of the provisions hereof, except with respect to the
transfer of the Permits (defined in Section 3.19) and except HSR or SEC filings
required by law, if any.

3.9 Financial Statements. Each of Partnership's 1995 audited, and
December, 1996 audited Financial Reports previously delivered to Panthers (i) in
the case of the accrual statement, has been audited by a certified public
accounting firm, which has issued its report thereon, (ii) is true and correct
in all material respects on and as of the dates and periods covered by such
statements and (iii) was prepared in accordance with GAAP. No event or
circumstance since the dates of such statements makes any of them untrue or
misleading in any material adverse manner. The balance sheet of the Partnership,
dated as of December 31, 1996, is referred to herein as the "Current Balance
Sheet." Partnership has delivered to Panthers a true and correct copy of its
1997 Budget as it relates to capital expenditures, repairs and maintenance, and
to furniture, fixtures and equipment, which was prepared in the ordinary course
of business and was approved by the General Partner, and which is subject to
adjustment from time to time.

3.10 Liabilities of the Partnership. (a) The Partnership does not have any
liabilities or obligations, whether accrued, absolute, contingent or otherwise,
except (i) to the extent reflected or taken into account in its Current Balance
Sheet and not heretofore paid or discharged, (ii) to the extent specifically set
forth in or incorporated by express reference in any of the Schedules attached
hereto, (iii) liabilities incurred in the ordinary course of business consistent
with past practice since the date of its Current Balance Sheet (none of which
relates to breach of contract, breach of warranty, tort, infringement or
violation of law, or which arose out of any action, suit, claim, governmental
investigation or arbitration proceeding), (iv) normal accruals,
reclassifications, and audit adjustments which would be reflected on an audited
financial statement and which would not be material in the aggregate, and (v)
liabilities incurred in the ordinary course of business prior to the date of its
Current Balance Sheet which, in accordance with GAAP consistently applied, were
not recorded thereon.

(b) The Partnership's Net Working Capital (defined below) minus the
Partnership's closing costs and expenses set forth in Section 5.20 hereof, shall
be $1.00 or more as of the last day of the month immediately preceding the
Closing Date (with the current portion of the Premier Club Accounts Receivable
being that amount due prior to the Settlement Date (defined in Section 9.2
hereof)) . The Partnership's "Net Working

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Capital" as of December 31, 1996 is set forth on Schedule 3.10 hereof, and shall
be recalculated by the Partnership for purposes of Closing in a manner
consistent with Schedule 3.10 as of the end of the calendar month immediately
preceding the Closing Date, and such recalculation shall be deemed a Schedule
attached to this Agreement ("Closing Net Working Capital Statement").

3.11 Real Estate. (a) The Partnership does not own any real property or
any interest therein except as set forth on Schedule 3.11(a) (the "Owned
Property"), which Schedule sets forth the location and principal improvements
and buildings on ("Improvements") the Owned Property, together with a list of
all title insurance policies relating to such properties, all of which policies
have previously been delivered or made available to Panthers by the Partnership.

(i) Partnership holds good, indefeasible and marketable fee simple
title to the Land and existing Improvements, free and clear of all
mortgages, deeds of trust, liens, encumbrances, ground rents, leases,
tenancies, licenses, contracts of sale, options, security interests,
covenants, conditions, restrictions, rights of way, easements,
encroachments and any other matters affecting title except the Permitted
Exceptions (set forth on Schedule 3.11(b));

(ii) The completion of the Expansion Plan and the use of the Expansion
Plan improvements will not violate any Permitted Exception;

(iii) To the best of each of the Partnership's, the General Partner's
and BRMC's knowledge, no Improvements upon the Owned Property encroaches
upon any adjacent property building line, setback line, side yard line, or
any recorded or visible easement (or other easement of which they are aware
or have reason to believe may exist) with respect to the Owned Property,
except insofar as the same may be a Permitted Exception or as disclosed on
the Survey; and

(iv) The Owned Property is taxed separately without regard to any
other property and has been subdivided from all other property in
compliance with applicable laws.

3.12 Condemnation. There is no pending condemnation, expropriation,
eminent domain or similar proceeding affecting the Owned Property or any portion
thereof, and Partnership has no knowledge and has not received any written or
oral notice that any such proceeding is contemplated.

3.13 No Management Agreement. There is no management agreement affecting
the Owned Property (other than with respect to Partnership's obligations to pay
General Partner the Supervisory Fee pursuant to the Partnership Agreement).

3.14 Ownership of Contributed Assets. Except as otherwise disclosed on
Schedule 3.14, the Partnership is the owner of all of its Contributed Assets and
Sold Assets, which Contributed Assets and Sold Assets are free and clear of any
Liens, other than as set forth on Schedule 3.11 or 3.14.

3.15 Compliance with Laws. (a) Partnership has complied in all material
respects with all Legal Requirements and all recorded instruments affecting the
Property. The use of the Owned Property complies, and after substantial
completion of the Expansion Plan, shall continue to comply in all material
respects, with all zoning and use-related Legal Requirements.

(b) The Partnership is and at all times has been in compliance in all
material respects with the terms and provisions of the Immigration Reform and
Control Act of 1986, as amended (the "Immigration Act"). With respect to each
Employee (as defined in 8 C.F.R. 274a.1(f)) of the Partnership for whom
compliance with the Immigration Act is required, the Partnership has on file a
true, accurate and complete copy of (i) each Employee's Form I-9 (Employment
Eligibility Verification Form) and (ii) all other records, documents or other
papers prepared, procured and/or retained by the Partnership pursuant to the
Immigration Act. The Partnership has not been cited, fined, served with a Notice
of Intent to Fine or, to the knowledge of the Partnership, the General Partner
or BRMC, with a Cease and Desist Order, nor has any action or administrative
proceeding been initiated or threatened against the Partnership, by the
Immigration and Naturalization Service by reason of any actual or alleged
failure to comply with the Immigration Act.

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(c) The Partnership is not subject to any Contract, decree or injunction in
which the Partnership is a party which restricts the continued operation of any
business of the Partnership or the expansion thereof to other geographical
areas, customers and suppliers or lines of business.

3.16 Labor and Employment Matters. The Partnership is not a party to or
bound by any collective bargaining agreement or any other agreement with a labor
union, and there has been no effort by any labor union during the 24 months
prior to the date hereof to organize any Employees of the Partnership into one
or more collective bargaining units. There is no pending or, to the knowledge of
the Partnership, the General Partner or BRMC, threatened labor dispute, strike
or work stoppage which affects or which may affect the business of the
Partnership or which may interfere with its continued operations. Neither the
Partnership nor, to the knowledge of the Partnership, any agent, representative
or Employee thereof has within the last 24 months committed any unfair labor
practice as defined in the National Labor Relations Act, as amended, and there
is no pending or threatened charge or complaint against the Partnership by or
with the National Labor Relations Board or any representative thereof. There has
been no strike, walkout or work stoppage involving any of the Employees of the
Partnership during the 24 months prior to the date hereof. The Partnership is
not aware that any key Employee or group of Employees has any plans to terminate
his, her or their employment with the Partnership as a result of the
transactions contemplated hereunder or otherwise. Schedule 3.16 lists each
contract, agreement or plan of the following nature, whether formal or informal,
and whether or not in writing, to which the Partnership is a party or under
which it has an obligation: (i) employment agreements, (ii) employee handbooks,
policy statements and similar plans, (iii) noncompetition agreements and (iv)
consulting agreements (true and correct copies of which the Partnership has
provided to the Panthers). The Partnership has complied with applicable laws,
rules and regulations relating to employment, civil rights and equal employment
opportunities, including but not limited to, the Civil Rights Act of 1964, the
Fair Labor Standards Act, and the Americans with Disabilities Act, as amended.

3.17 ERISA. Neither Partnership nor any member of a Controlled Group of
which Partnership is a member maintains any Plan for the benefit of employees of
Partnership and neither Partnership nor any member of such Controlled Group is
obligated to make contributions in respect of any such Plan.

3.18 Tax Matters. All federal, state and other tax returns and reports of
each of the Partnership, the General Partner and BRMC required to be filed have
been duly filed, and all federal, state and other taxes, assessments (including
assessments for municipal improvements), fees or other governmental charges
imposed upon the Partnership, the General Partner, BRMC, and the Contributed
Assets which are due and payable have been paid (other than with respect to the
State of Florida Department of Revenue sales tax audit). Partnership knows of no
proposed material tax or other assessments against Partnership, the Owned
Property or any of the improvements thereon, and no extension of time for
assessment or payment of any federal state or local tax requested by Partnership
is in effect.

3.19 Licenses and Permits. All licenses and governmental or official
approvals, permits or authorizations (collectively, the "Permits") issued to the
Partnership are listed on Schedule 3.19. All such Permits are valid and in full
force and effect, the Partnership is in compliance in all material respects with
the respective requirements thereof, and no governmental proceeding is pending
or, to the knowledge of the Partnership, the General Partner or BRMC, threatened
to revoke or amend any of them.

3.20 Insurance. A list of the insurance policies maintained by the
Partnership is set forth on Schedule 3.20 hereto. Such policies are in full
force and effect, all premiums due and payable therefor have been paid in full,
and true and correct copies thereof have been delivered to Panthers.

3.21 Adequacy of the Assets; Relationships with Customers and Suppliers;
Affiliated Transactions. The Contributed Assets and Sold Assets constitute, in
the aggregate, all of the assets and properties necessary for the conduct of the
business of the Partnership in the manner in which and to the extent to which
such business is currently being conducted. No current supplier to the
Partnership of items essential to the conduct of its business will or has
threatened to terminate its business relationship with it for any reason.
Neither the Partnership nor the General Partner nor BRMC has any direct or
indirect interest in any customer, supplier or competitor or in any person from
whom or to whom the Partnership leases real or personal property. Other

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than as specified in the partnership agreement of the Partnership, and other
than the Temple Agreement, neither the General Partner nor any Affiliate thereof
is a party to any Contract or transaction with the Partnership or has any
interest in any property used by the Partnership.

3.22 Intellectual Property. All trademarks, service marks, trade names,
copyrights, patents, licenses (including licenses for the use of computer
software programs) and other intellectual property used in the conduct of the
Partnership's business (the "Intellectual Property") are listed on Schedule 3.22
hereof. The Partnership is the owner of the Intellectual Property, except as set
forth on Schedule 3.22 hereof. The conduct of the business of the Partnership as
presently conducted does not infringe or misappropriate any rights held or
asserted by any Person with respect to, and no Person is infringing on, the
Intellectual Property. Except as set forth on Schedule 3.22, no payments are
required for the continued use of the Intellectual Property.

3.23 Contracts. As of the date of this Agreement, Schedule 3.23 sets forth
a list of each Designated Contract (defined below) to which the Partnership is a
party or by which it or its properties and assets are bound, copies of which
have been provided to Panthers. The copy of each Designated Contract furnished
to Panthers is a true and complete copy of the document it purports to represent
and reflects all amendments thereto made through the date of this Agreement. The
Partnership has not violated any of the material terms or conditions of any
Designated Contract or any term or condition which would permit termination or
material modification of any Designated Contract, and, to the knowledge of the
Partnership, the General Partner and BRMC, all of the covenants to be performed
by any other party thereto as of the date hereof have been fully performed and
there are no claims for breach or indemnification or notice of default or
termination under any Designated Contract. No event has occurred which
constitutes, or after notice or the passage of time, or both, would constitute,
a material default by the Partnership under any Designated Contract, and, to the
knowledge of the Partnership, the General Partner and BRMC, no such event has
occurred which constitutes or would constitute a material default by any other
party. The Partnership is not subject to any liability or payment resulting from
renegotiation of amounts payable by it under any Designated Contract. The term
Designated Contract shall mean: (a) loan agreements, indentures, mortgages,
pledges, hypothecations, deeds of trust, conditional sale or title retention
agreements, security agreements, equipment financing obligations or guaranties,
or other sources of contingent liability in respect of any indebtedness or
obligations to any other Person, or letters of intent or commitment letters with
respect to same; (b) contracts obligating the Partnership to provide products or
services for a period of one year or more and, irrespective of the term of the
Contract, requiring the Partnership to make payments of cash or property
totalling $100,000 or more; (c) leases of real property, and leases of personal
property not cancelable without penalty on notice of sixty (60) days or less or
calling for payment of an annual gross rental exceeding Ten Thousand Dollars
($10,000.00); (d) distribution, sales agency or franchise or similar agreements,
or agreements providing for an independent contractor's services, or letters of
intent with respect to same; (e) employment agreements, management service
agreements, consulting agreements, confidentiality agreements, non-competition
agreements and any other agreements relating to any employee, officer or
director of the Partnership; (f) licenses, assignments or transfers of
trademarks, trade names, service marks, patents, copyrights, trade secrets or
know how, or other agreements regarding proprietary rights or intellectual
property; (g) any Contract relating to pending capital expenditures by the
Partnership; and (h) other material Contracts or understandings, irrespective of
subject matter and whether or not in writing, not entered into in the ordinary
course of business by the Partnership and not otherwise disclosed on the
Schedules.

3.24 Access to Information. Each of the Partnership, the General Partner
and BRMC has had the opportunity to discuss the transactions contemplated hereby
with Panthers and Panthers BRMC Limited Partnership and has had the opportunity
to obtain such information pertaining to Panthers as has been requested,
including but not limited to filings made by Panthers with the SEC under the
Exchange Act.

3.25 Bank Accounts; Business Locations. Schedule 3.25 sets forth all
accounts of the Partnership with any bank, broker or other depository
institution, and the names of all persons authorized to withdraw funds from each
such account.

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3.26 Names. All names under which the Partnership does business as of the
date hereof are specified on Schedule 3.26. The Partnership has not changed its
name or used any assumed or fictitious name within the past three years.

3.27 No Commissions. The Partnership has not incurred any obligation for
any finder's or broker's or agent's fees or commissions or similar compensation
in connection with the transactions contemplated hereby, other than the
financial advisor's fee owing by the Partnership to BT Securities Corporation,
which fees and commissions shall be paid by the Partnership.

3.28 Premier Club Notes. (i) All of the Premier Club Notes outstanding as
of December 31, 1996 appear on the list set forth on Schedule 3.28, (ii)
Partnership is the holder and beneficial owner of all of the Premier Club Notes
free and clear of any encumbrances except as in favor of the holders of the
first, second and third mortgages encumbering the Owner Property, (iii) as of
December 31, 1996, the remaining unpaid principal balance of each Premier Club
Note is as set forth on Schedule 3.28, (iv) except as set forth on Schedule
3.28, (A) no default exists under any of the Premier Club Notes, (B) all of the
Premier Club Notes remain in full force and effect and have not been amended and
(c) no obliger under any Premier Club Note has any defenses or rights of set-off
or abatement against such obligor's obligations under the applicable Premier
Club Note, and (v) as of the Closing Date, Partnership has delivered to Panthers
BRMC Limited the originals of all of the Premier Club Notes including any
amendments and modifications made thereto.

3.29 Premier Club Deposits. All of the Premier Club Deposits as of
December 31, 1996 are set forth on Schedule 3.29 and as of such date, except as
set forth on Schedule 3.29, no Premier Club member has notified Partnership of
the exercise of its right to a refund of any or all of any Premier Club Deposit.

3.30 Environmental Matters. (a) Except as disclosed in the Environmental
Report, (i) the Partnership has not conducted and shall not hereafter conduct
and (ii) to the best knowledge of the Partnership, no prior owner or current or
prior tenant or occupant of all or any portion of the Partnership has conducted
or is conducting, any Hazardous Substance Activity at, on or under the Owned
Property (A) in violation of Environmental Laws that would have a Material
Adverse Effect on the operation of the Owned Property or (B) in a manner
inconsistent with the use of the Owned Property as a first class resort hotel
complex, business conference center and resort membership club;

(b) Except as disclosed by the Environmental Report the Owned Property does
not contain asbestos or any Asbestos-Containing Material and there is no current
or potential contamination of the Owned Property by asbestos fiber; and

(c) The Partnership fully cooperated with Law Engineering and Environmental
Services, Inc. in the preparation of the Environmental Report and, to the best
of the Partnership's knowledge, such Environmental Report is not inaccurate in
any material respect.

ARTICLE IV

CONDUCT OF BUSINESS PENDING THE CLOSING DATE

4.1 Conduct of Business by the Partnership Pending the Closing Date. The
Partnership covenants and agrees that, between the date of this Agreement and
the Closing Date, its business shall be conducted only in and it shall not take
any action except in, the ordinary course of business, consistent with past
practice. Completion of the Expansion Plan and completion of the sale of the
Albanese Lots and corresponding renovation of the golf course shall be deemed to
be within the ordinary course of business. The Partnership shall use its best
efforts to preserve intact its business organization, to keep available the
services of its current officers, employees and consultants, and to preserve its
present relationships with customers, suppliers and other persons with which it
has significant business relations. By way of amplification and not limitation,
except as contemplated by this Agreement, the Partnership shall not, between the
date of this Agreement and

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the Closing Date, directly or indirectly, do or propose or agree to do any of
the following without the prior written consent of Panthers and Panthers BRHC
Limited:

(a) amend or otherwise change its certificate of limited partnership
or partnership agreement or equivalent organizational documents;

(b) issue, sell, pledge, dispose of, encumber, or authorize the
issuance, sale, pledge, disposition, grant or encumbrance of (i) any
partnership interests of any class, or any options, warrants, convertible
securities or other rights of any kind to acquire any partnership interest,
or (ii) any of its assets, tangible or intangible, except in the ordinary
course of business consistent with past practice;

(c) declare, set aside, make or pay any dividend or other
distribution, payable in cash, property or otherwise, with respect to any
of its partnership interests;

(d) reclassify, combine, split, subdivide or redeem, purchase or
otherwise acquire, directly or indirectly, any of its partnership
interests;

(e) (i) acquire (including, without limitation, for cash or shares of
stock or partnership interests, by merger, consolidation, or acquisition of
stock, partnership interest or assets) any interest in any corporation,
partnership or other business organization or division thereof or any
assets, or make any investment either by purchase of stock, partnership
interest or other securities, contributions of capital or property
transfer, or, except in the ordinary course of business, consistent with
past practice, purchase any property or assets of any other Person, (ii)
incur any indebtedness for borrowed money or issue any debt securities or
assume, guarantee or endorse or otherwise as an accommodation become
responsible for, the obligations of any Person, or make any loans or
advances, or (iii) enter into any Contract other than in the ordinary
course of business, consistent with past practice;

(f) except in the ordinary course of business consistent with past
practice, increase the compensation payable or to become payable to its
officers or employees, or, except as presently bound to do, grant any
severance or termination pay to, or enter into any employment or severance
agreement with, any of its directors, officers or other employees, or
establish, adopt, enter into or amend or take any action to accelerate any
rights or benefits which any collective bargaining, bonus, profit sharing,
trust, compensation, stock option, restricted stock, pension, retirement,
deferred compensation, employment, termination, severance or other plan,
agreement, trust, fund, policy or arrangement for the benefit of any
directors, officers or employees;

(g) take any action other than in the ordinary course of business and
in a manner consistent with past practice with respect to accounting
policies or procedures;

(h) pay, discharge or satisfy any existing claims, liabilities or
obligations (absolute, accrued, asserted or unasserted, contingent or
otherwise), other than the payment, discharge or satisfaction in the
ordinary course of business and consistent with past practice of due and
payable liabilities reflected or reserved against in its financial
statements, as appropriate, or liabilities incurred after the date hereof
in the ordinary course of business and consistent with past practice; or

(i) agree, in writing or otherwise, to take or authorize any of the
foregoing actions or any action which would make any representation or
warranty in Article III untrue or incorrect.

ARTICLE V

ADDITIONAL AGREEMENTS

5.1 Further Assurances. Each party shall execute and deliver, to the
extent permitted by its respective governance agreements, such additional
instruments and other documents and shall take such further actions as may be
necessary or appropriate to effectuate, carry out and comply with all of the
terms of this Agreement and the transactions contemplated hereby.

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5.2 General Partner Obligations. The General Partner, as soon as
practically possible, shall send the consent solicitation required under the
Partnership's certificate of limited partnership and partnership agreement to
the limited partners of the Partnership and, subject to Section 5.4 below,
recommend and otherwise use its reasonable best efforts to facilitate the
Closing of the transaction contemplated hereby, unless the Termination Fee
becomes payable to Panthers under Section 5.12 hereof.

5.3 Cooperation. Each of the parties agrees to cooperate with the other
parties in the preparation and filing of all forms, notifications, reports and
information, if any, required or reasonably deemed advisable pursuant to any
law, rule or regulation or the rules of any exchange on which the Panthers
Common Stock is listed or the Nasdaq Stock Market in connection with the
transactions contemplated by this Agreement and to use its respective best
efforts to agree jointly on a method to overcome any objections by any
Governmental Authority to any such transactions.

5.4 HSR Act and Other Actions. Each of the parties hereto shall (i) make
promptly (and in no event later than ten (10) business days following the
attachment of all Schedules and Exhibits hereto) its respective filings, if any,
and thereafter make any other required submissions, under the HSR Act, with
respect to the transactions contemplated hereby, and (ii) use its reasonable
best efforts to take, or cause to be taken, all appropriate actions, and to do,
or cause to be done, all things necessary, proper or advisable under applicable
laws and regulations to consummate and make effective the transactions
contemplated herein, including, without limitation, using its best efforts to
obtain all licenses, permits, consents, approvals, authorizations,
qualifications and orders of any Governmental Authority and parties to Contracts
with the Partnership and limited partners of the Partnership as are necessary
for the consummation of the transactions contemplated hereby. Each of the
parties shall make on a prompt and timely basis all governmental or regulatory
notifications and filings (including Panthers making all SEC filings necessary
to solicit shareholder consent to the transactions contemplated hereby and using
good faith efforts to obtain SEC approval of such filings) required to be made
by it for the consummation of the transactions contemplated hereby. The parties
also agree to use best efforts to defend all lawsuits or other legal proceedings
challenging this Agreement or the consummation of the transactions contemplated
hereby and to lift or rescind any injunction or restraining order or other order
adversely affecting the ability of the parties to consummate the transactions
contemplated hereby. If, on the date the General Partner mails its consent
solicitation to the limited partners of the Partnership, BT Securities
Corporation determines that it can not bring forward to a current date the
fairness opinion previously delivered to the General Partner on or about the
date hereof, the General Partner shall so advise the limited partners and shall
have no obligation to recommend the transaction contemplated hereby, but shall
also not recommend against the transaction contemplated hereby except as
required by law.

5.5 Access to Information. From the date hereof to the Closing Date, the
Partnership, the General Partner and BRMC shall (and shall cause its directors,
officers, employees, auditors, counsel and agents) afford Panthers and Panthers'
officers, employees, auditors, counsel and agents reasonable access on
reasonable notice at all reasonable times to its properties, offices, and other
facilities, to its officers and employees and to all books and records, and
shall furnish such persons with all financial, operating and other data and
information as may be requested. No information provided to or obtained by
Panthers shall affect any representation or warranty in this Agreement.

5.6 Notification of Certain Matters; Exhibits and Schedules. (a) The
Partnership, the General Partner and BRMC shall give prompt written notice to
Panthers of the occurrence or non-occurrence of any event which would likely
cause any representation or warranty contained herein (including with respect to
any Schedules attached hereto), to be untrue or inaccurate, or any covenant,
condition, or agreement contained herein not to be complied with or satisfied
and the occurrence or non-occurrence of which would be a Material Adverse Change
with respect to the Partnership. Upon receipt by Panthers of notice of any
Material Adverse Change, Panthers shall have ten (10) business days to terminate
this Agreement, and the parties shall thereafter have no further liability to
the other in respect of this Agreement.

(b) In the event any Exhibits or Schedules contemplated hereby are not
attached hereto at the time of execution of this Agreement, the parties hereto
will work and negotiate in good faith to complete and attach such Schedules and
Exhibits within ten (10) business days thereafter; provided, however, that
Panthers shall

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have the right to determine, in good faith, within two (2) business days of
receipt thereof that any Exhibit or Schedule prepared solely by Partnership
constitutes a Material Adverse Change in which case the provisions of Subsection
(a) above will apply.

5.7 Tax Treatment. Panthers, BRMC, and the Partnership will use their
respective best efforts to cause the receipt by the Partnership of the
partnership interest in Panthers BRHC Limited contemplated hereunder to qualify
as a tax-free transaction under the provisions of Section 721 of the Code and do
not presently intend to take any action after the transaction contemplated
hereunder is effected to cause such transaction to lose its tax-free status. All
parties hereto agree to comply with the Code and applicable Treasury Regulations
regarding reporting requirements relating to a transaction under Section 721 of
the Code.

5.8 Confidentiality; Publicity. Except as may be required by law or as
otherwise permitted or expressly contemplated herein, no party hereto or their
respective Affiliates, employees, agents and representatives shall disclose to
any third party this Agreement or the subject matter or terms hereof without the
prior consent of the other parties hereto. No press release or other public
announcement related to this Agreement or the transactions contemplated hereby
shall be issued by any party hereto without the prior approval of the other
parties, except that Panthers may make such public disclosure which it believes
in good faith to be required by law or by the terms of any listing agreement
with or requirements of a securities exchange or the NASDAQ Stock Market (in
which case Panthers will consult with an officer of the Partnership prior to
making such disclosure).

5.9 No Other Discussions. While this Agreement is in effect, neither the
Partnership, the General Partner nor BRMC or their respective Affiliates,
employees, agents and representatives will (i) initiate or encourage the
initiation by others of discussions or negotiations with third parties relating
to any merger, sale or other disposition of any substantial part of the assets,
business or properties of the Partnership (whether by merger, consolidation,
sale of stock or otherwise) or (ii) enter into any agreement or commitment
(whether or not binding) with respect to any of the foregoing transactions,
other than pursuant to the terms of Section 5.12 hereof. The Partnership, the
General Partner and BRMC will immediately notify Panthers if any third party
attempts to initiate any solicitation, discussion or negotiation with respect to
any of the foregoing transactions.

5.10 [Reserved]

5.11 Trading in Panthers Common Stock. Except as otherwise expressly
consented to by Panthers, from the date of this Agreement until the Closing
Date, neither the Partnership, the General Partner nor BRMC (or any Affiliates
thereof) will directly or indirectly purchase or sell (including short sales)
any shares of Panthers Common Stock in any transactions effected on the NASDAQ
Stock Market or otherwise.

5.12 Termination Fee. Prior to the acceptance by the Partnership of any
unsolicited third party offer for the assets to be acquired hereunder (or for a
majority of the limited partnership interests in the Partnership), the
Partnership shall notify Panthers in writing and Panthers shall have ten (10)
business days to match any such offer in writing (including by matching any
offer with Panthers Common Stock with a fair market value equal to the fair
market value of the third party offer). In the event Panthers does not match
such offer, the Partnership may terminate this Agreement and accept such offer
in which case the Partnership shall pay to Panthers $10,000,000 and reimburse
Panthers for its out-of-pocket costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby ("Termination Fee"). In
the event the limited partners of the Partnership fail to approve the
transaction contemplated by this Agreement, and a substantial part of the
assets, business or properties to be acquired hereunder are sold (or a majority
of the limited partnership interests of the Partnership are transferred) within
six months of the resulting termination, the Termination Fee shall also be
payable by the Partnership to Panthers. Panthers shall pay the Partnership
$10,000,000, plus reimburse the Partnership for its out-of-pocket costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby, in the event Panthers fails to close the transactions
contemplated by this Agreement solely due to Panthers' breach of this Agreement.

5.13 Maintenance of Loan Agreement. Prior to the earlier of January 1,
2001 or such date as Panthers Common Stock closes at an average price of $36.93
(adjusted, as appropriate, for any stock split, reverse stock split, stock
dividend or "Special Transaction" generally in accordance with the provisions of
Exhibit "A"

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attached hereto) for five consecutive trading days on the NASDAQ Stock Market,
Panthers BRHC Limited shall not prepay or modify the $110 million Senior
Facility, and will only refinance such $110 million Senior Facility on terms
which provide for the allocation of the refinanced indebtedness to the
Partnership under Section 752 of the Code in the same manner as the $110 million
Senior Facility is allocated to the Partnership on the Closing Date.

5.14 Panthers BRHC Limited Appointed Attorney for the
Partnership. Effective at the Closing Date, the Partnership hereby constitutes
and appoints the Panthers Affiliate that becomes the managing general partner of
Panthers BRHC Limited and Panthers BRHC Limited, and its successors and assigns,
its true and lawful attorney, in the name of either Panthers BRHC Limited or the
Partnership (as Panthers BRHC Limited shall determine in its sole discretion)
but for the benefit and at the expense of Panthers BRHC Limited (except as
otherwise herein provided), (a) to institute and prosecute all proceedings which
Panthers BRHC Limited may deem proper in order to collect, assert or enforce any
claim, right or title of any kind in or to the Contributed Assets as provided
for in this Agreement; (b) to defend or compromise any and all actions, suits or
proceedings in respect of any of the Contributed Assets, and to do all such acts
and things in relation thereto as Panthers BRHC Limited shall deem advisable;
and (c) to take all action which Panthers BRHC Limited may reasonably deem
proper in order to provide for Panthers BRHC Limited the benefits under any of
the Contributed Assets where any required consent of another party to the sale
or assignment thereof to Panthers BRHC Limited pursuant to this Agreement shall
not have been obtained. The Partnership acknowledges that the foregoing powers
are coupled with an interest and shall be irrevocable. Panthers BRHC Limited
shall be entitled to retain for its own account any amounts collected pursuant
to the foregoing powers, including any amounts payable as interest in respect
thereof.

5.15 Execution of Further Documents. From and after the Closing, upon the
reasonable request of Panthers BRHC Limited, the Partnership shall execute,
acknowledge and deliver all such further deeds, bills of sale, assignments,
transfers, conveyances, powers of attorney and assurances as may be required or
appropriate to convey and transfer to and vest in Panthers BRHC Limited and
protect its right, title and interest in all of the Contributed Assets and the
Sold Assets and to carry out the transactions contemplated by this Agreement.

5.16 Employees of the Partnership. The Partnership agrees to use its
reasonable best efforts to aid Panthers BRHC Limited in engaging such of the
employees of the Partnership as are employed on the Closing Date whom Panthers
BRHC Limited desires to engage after the Closing Date.

5.17 Payoff Letters. Prior to Closing, (a) the Partnership shall request
payoff and estoppel letters with respect to any Indebtedness being repaid or
assumed by Panthers BRHC Limited, which letters shall contain payoff amounts,
per diems, wire transfer instructions and an agreement to deliver, upon full
payment, UCC-3 termination statements, satisfactions of mortgage or other
appropriate releases and any original promissory notes or other evidences of
indebtedness marked canceled, and (b) the Partnership shall provide Panthers
BRHC Limited with evidence of satisfaction in full or release of all guarantees,
notes, or obligations of the Partnership to or on behalf of any Affiliate of the
Partnership or the Partners.

5.18 Panthers Board of Directors. For so long as either of Messrs. Fowler
or Callaghan (or their respective firms) shall be employed by Panthers BRHC
Limited, Panthers shall nominate one of such persons for election to the Board
of Directors of Panthers at each annual meeting of Panthers.

5.19 Allocation of Consideration. The consideration paid by Panthers and
Panthers BRHC Limited for the Contributed Assets shall be allocated to the
Contributed Assets as set forth on Schedule 5.19 hereto.

5.20 Expenses. Subject to the reasonable approval of Panthers and the
Partnership, the Partnership shall pay, out of cash contributed by Panthers
pursuant to Section 1.5(a) hereof and listed in Schedule 1.5(vii), the direct
costs and expenses of Panthers and the Partnership (including but not limited to
financial advisory, brokerage, legal, accounting and printing fees, and fees
relating to the fairness opinion and consent solicitation) payable in connection
with the transaction contemplated hereby, together with all documentary stamp
and intangible taxes payable in connection with the transfer of title to any of
the Contributed Assets and the Sold Assets (including the Owned Property), all
fees and expenses payable in

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connection with the assumption or refinancing of the $110 Million Senior
Facility indebtedness, together with the costs and expenses (including the title
insurance premium) charged in connection with the issuance of a new Owners Title
Insurance Policy (and corresponding Mortgagee Policy or endorsement to the
existing Senior Facility Mortgagee policy, as appropriate) to Panthers BHRC
Limited and any other transaction fees or expenses. Panthers shall have the
right to designate the title company and title agent in its sole discretion.

ARTICLE VI

CONDITIONS TO THE OBLIGATIONS OF THE PANTHERS

The obligations of the Panthers and Panthers BRMC Limited to effect the
transactions contemplated hereunder shall be subject to the fulfillment at or
prior to the Closing Date of the following conditions, any or all of which may
be waived in whole or in part by Panthers:

6.1 Accuracy of Representations and Warranties and Compliance with
Obligations. The representations and warranties of the Partnership, the General
Partner and BRMC contained in this Agreement shall be true and correct in all
material respects at and as of the Closing Date with the same force and effect
as though made at and as of that time except (i) for changes specifically
permitted by or disclosed pursuant to this Agreement, (ii) that those
representations and warranties which address matters only as of a particular
date shall remain true and correct in all material respects as of such date; and
(iii) those which are not a Material Adverse Change with respect to the
Partnership. The Partnership, the General Partner and BRMC shall have performed
and complied in all material respects with all of their respective obligations
required by this Agreement to be performed or complied with at or prior to the
Closing Date. The Partnership, the General Partner and BRMC shall have delivered
to Panthers a certificate, dated as of the Effective Date, duly signed (in the
case of the Partnership, by its General Partner), certifying that such
representations and warranties are true and correct in all material respects and
that all such obligations have been complied with and performed in all material
respects.

6.2 No Material Adverse Change or Destruction of Property. Between the
date hereof and the Closing Date, (i) there shall have been no Material Adverse
Change to the Partnership, (ii) there shall have been no adverse federal, state
or local legislative or regulatory change affecting in any material respect the
services, products or business of the Partnership, and (iii) none of the
properties and assets of the Partnership shall have been damaged by fire, flood,
casualty, act of God or the public enemy or other cause (regardless of insurance
coverage for such damage) which damages may have a Material Adverse Effect
thereon, and there shall have been delivered to the Panthers a certificate to
that effect, dated the Effective Date and signed by or on behalf of the
Partnership.

6.3 Partnership Certificate. The General Partner shall have delivered to
Panthers a certificate of good standing of the Partnership issued by the
Secretary of State of the State of Florida and each other state in which the
Partnership is qualified to do business as of a date not more than fifteen (15)
days prior to the Closing Date. The Partnership shall have delivered to Panthers
(x) a copy of the certificate of limited partnership and the agreement of
limited partnership as in effect immediately prior to the Closing Date and (y) a
copy of the certificate of the General Partner of the Partnership authorizing
the transactions contemplated by this Agreement, certified in the case of
subsections (x) and (y) of this Section 6.3 as of the Closing Date by the
General Partner as being true, correct and complete.

6.4 Opinion of Counsel. Panthers shall have received an opinion dated as
of the Closing Date from counsel for the Partnership, in form and substance
acceptable to Panthers, to the effect that:

(i) The Partnership is a limited partnership, duly organized, validly
existing and in good standing under the laws of the State of Florida and is
authorized to carry on the business now conducted by it and to own or lease
the properties now owned or leased by it;

(ii) The Partnership has obtained all necessary authorizations and
consents of its partners, and any other required consents under its
certificate of limited partnership and partnership agreement, as the case
may be, to effect the transactions contemplated hereunder;

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(iii) All general partnership interests of the Partnership are owned
as set forth in Schedule 3.2 hereto;

(iv) Such counsel does not know or have reason to believe that there
is any litigation, proceeding or investigation pending or threatened which
might result in any Material Adverse Change in the properties, business or
prospects or in the condition of the Partnership, or which questions the
validity of this Agreement, Panthers BRHC Limited's limited partnership
agreement and the Exchange Agreement (collectively, the "Transaction
Agreements"); and

(v) The Transaction Agreements are valid and binding obligations of
the Partnership, the General Partner and BRMC, and are enforceable against
the Partnership, the General Partner and BRMC, in accordance with their
respective terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the
enforcement of creditors' rights generally or general equitable principles.

6.5 Senior Credit Facility. The Partnership shall have received the
appropriate consents under the Loan Agreement from the Bank of Nova Scotia (as
Agent for the lenders thereunder), or the Partnership shall have refinanced the
Senior Credit Facility on terms equal to or better than those terms existing
under the Loan Agreement and otherwise acceptable to Panthers in its reasonable
discretion.

6.6 Other Consents. In addition to the consent required by Section 6.5,
the Partnership shall have received consents to the transactions contemplated
hereby and waivers of rights to terminate or modify any material rights or
obligations of the Partnership from any Person from whom such consent or waiver
is required under any Designated Contract as of a date not more than ten days
prior to the Closing Date, or who, as a result of the transactions contemplated
hereby, would have such rights to terminate or modify such Designated Contracts,
either by the terms thereof or as a matter of law, in each case where the
failure to obtain such consent or consents, individually or in the aggregate,
would have a Material Adverse Effect on the Partnership.

6.7 Securities Laws. Panthers and Panthers BRMC Limited shall have
received all necessary consents and otherwise complied with any state Blue Sky
or securities laws applicable to the issuance of their respective securities
hereunder, in connection with the transactions contemplated hereby.

6.8 Employment Agreement. Panthers BRHC Limited shall have entered into
employment agreements with Messrs. Glennie, Feder, March, Lawrence, Nylen and
Tolbert ("Operating Management") in the form of Exhibit "D" (terms attached as
Schedule D) attached hereto.

6.9 Supervisory Management. Messrs. Fowler and Callaghan (or their
respective firms) shall enter into employment or consulting agreements (as the
case may be) with Panthers BRHC Limited in the form of Exhibit "E" (terms
attached as Schedule E) attached hereto.

6.10 Advisory Director. Mr. Temple shall have entered into a consulting
agreement with Panthers BRHC Limited in the form of Exhibit "F" (terms attached
as Schedule F) attached hereto.

6.11 Acknowledgment of Receipt of SEC Filings. At or prior to the Closing,
the General Partner and the Partnership shall have delivered to Panthers a
letter agreement acknowledging receipt of SEC filings of Panthers, in form and
substance satisfactory to the Panthers.

6.12 Transfer of Assets. At the Closing, the Partnership shall have
delivered to Panthers BRHC Limited and to Panthers, as applicable, all
assignments, warranty deeds and other instruments reasonably required to
evidence the conveyance of all of the Contributed Assets and the Sold Assets.

6.13 No Adverse Litigation. There shall not be pending or threatened any
action or proceeding by or before any court or other governmental body which
shall seek to restrain, prohibit, invalidate or collect damages arising out of
the transaction contemplated hereunder or any other transaction contemplated
hereby, and which, in the judgment of Panthers, makes it inadvisable to proceed
with the transaction contemplated hereunder and other transactions contemplated
hereby.

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6.14 HSR Act Waiting Period. Any applicable HSR Act waiting period shall
have expired or been terminated.

6.15 Other Approvals. The SEC shall have approved Panthers' proxy
statement, consent solicitation statement or information statement (to be
determined in the absolute discretion of Panthers) to its shareholders and shall
have received all necessary approvals of the NASDAQ Stock Market.

6.16 Dissolution of the Partnership. Panthers shall have received an
agreement from the General Partner of the Partnership to dissolve the
Partnership at such time as Panthers (or its designee) elects, after acquisition
of the Partnership's interest in Panthers BRHC Limited; together with an
estoppel letter from the General Partner of the Partnership stating that upon
dissolution and liquidation of the Partnership, Panthers designees owning
limited partnership interests in the Partnership shall be entitled to receive a
pro rata portion of the Partnership's distributable assets equal to the quotient
obtained by dividing: (A) the total Panthers Shares actually issued upon
exercise of the Exchange Rights to date; by (B) the total Panthers Shares
available for issuance under the Exchange Agreement as calculated pursuant to
Section 1.8(i) hereof.

6.17 Accounting Treatment. There shall not have been a change in the rules
promulgated by the Securities and Exchange Commission which does not permit
Panthers to consolidate for financial reporting purposes, all of the results of
operations of Panthers BRHC Limited.

6.18 Panthers BRHC Limited Partnership Agreement and Exchange
Agreement. The Partnership shall have executed and delivered the limited
partnership agreement for Panthers BRHC Limited and the Exchange Agreement.

ARTICLE VII

CONDITIONS TO THE OBLIGATIONS
OF THE PARTNERSHIP

The obligations of the Partnership to effect the transactions contemplated
hereunder shall be subject to the fulfillment at or prior to the Closing Date of
the following conditions, any or all of which may be waived in whole or in part
by the Partnership:

7.1 Accuracy of Representations and Warranties and Compliance with
Obligations. The representations and warranties of Panthers and Panthers BRMC
Limited contained in this Agreement shall be true and correct at and as of the
Closing Date with the same force and effect as though made at and as of that
time except (i) for changes specifically permitted by or disclosed pursuant to
this Agreement, and (ii) that those representations and warranties which address
matters only as of a particular date shall remain true and correct as of such
date. Panthers and Panthers BRHC Limited shall have performed and complied with
all of its obligations required by this Agreement to be performed or complied
with at or prior to the Closing Date. Panthers and Panthers BRHC Limited shall
have delivered to a representative of the Partnership a certificate, dated as of
the Effective Date, and signed by a duly authorized executive officer,
certifying that such representations and warranties are true and correct and
that all such obligations have been complied with and performed.

7.2 Issuance of Securities and Delivery of Agreement. At the Closing, the
Partnership shall have received all of the Panthers Warrants contemplated by
Section 1.8(j) hereof, Panthers BRGP Corporation shall have executed and
delivered the limited partnership agreement for Panthers BRHC Limited in and
Panthers shall have executed and delivered the Exchange Agreement.

7.3 No Adverse Litigation. There shall not be pending or threatened any
action or proceeding by or before any court or other governmental body which
shall seek to restrain, prohibit, invalidate or collect damages arising out of
the transactions contemplated hereunder or any other transaction contemplated
hereby, and which in the judgment of the General Partner makes it inadvisable to
proceed with the transactions contemplated hereunder and other transactions
contemplated hereby.

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7.4 HSR Act Waiting Period. Any applicable HSR Act waiting period shall
have expired or been terminated.

7.5 Partner Consents. All required partner consents for this transaction
contemplated hereby under the Partnership's Partnership Agreement shall have
been obtained.

7.6 Registration Statement. The registration statement(s) required by
Article XIII hereof shall be effective.

7.7 Opinion of Counsel. The Partnership shall have received an opinion
dated as of the Closing Date from counsel for Panthers and Panthers BRHC
Limited, in form and substance acceptable to Partnership, to the effect that:

(i) Panthers is a corporation duly organized, validly existing and in
good standing under the laws of the State of Florida; Panthers has the
requisite power and authority to carry on its business as now being
conducted; Panthers BRHC Limited is a limited partnership duly organized,
validly existing and in good standing under the laws of the State of
Florida; and Panthers BRHC Limited has the requisite power and authority to
carry on its business as now being conducted;

(ii) Panthers (and Panthers Affiliates) and Panthers BRHC Limited each
have the power and authority to execute and deliver the Transaction
Agreements to which they are a party, to perform their respective
obligations hereunder and thereunder and to consummate the transactions
contemplated hereby or thereby. Each of Panthers (and Panthers Affiliates)
and Panthers BRHC Limited have taken all action necessary to authorize the
execution and delivery of the Transaction Agreements to which they are a
party, including obtaining all required consents required by their
respective Articles of Incorporation and Bylaws, which consents have been
validly obtained, and the performance of their respective obligations
hereunder and thereunder and the consummation of the transactions
contemplated hereby and thereby;

(iii) The execution and delivery of the Transaction Agreements by
Panthers (and Panthers Affiliates) and Panthers BRHC Limited to which they
are a party and the performance of their respective agreements in the
Transaction Agreements do not violate the Articles of Incorporation, or the
Bylaws of Panthers (and Panthers Affiliates) or the Certificate of Limited
Partnership or Partnership Agreement of Panthers BRHC Limited,
respectively.

(iv) Each of the Transaction Agreements has been duly executed and
delivered by Panthers (and Panthers Affiliates) and Panthers BRHC Limited
(as applicable) and constitutes a legal, valid and binding obligation of
each of them, enforceable against each of them in accordance with its
terms, except as the same may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and general equitable principles
regardless of whether such enforceability is considered in a proceeding at
law or in equity;

(v) Upon consummation of the transactions contemplated hereunder and
the issuance and delivery of the Panthers Warrants, the Panthers Warrants
will be validly issued; upon the exchange of any of the Exchange Rights for
Panthers Shares, and the issuance and delivery of certificates representing
the Panthers Shares to the holders of the Exchange Rights, the Panthers
Shares will be validly issued, fully paid and non-assessable shares of
Panthers Common Stock; and upon exercise of the Panthers Warrants in
accordance with the terms thereof, and payment of the exercise price with
respect thereto, and upon issuance and delivery of the certificates
representing shares of Panthers Common Stock therefore, the shares of
Panthers Common Stock issued thereunder will be validly issued, fully paid
and non-assessable; and

(vi) As of a date on or about the Closing Date, a statement of the
authorized capital stock of Panthers (including any shares of stock
reserved for issuance under any stock option plan); together with a
statement of the total number of securities issued by Panthers and
outstanding (and whether such securities are fully paid and
non-assessable); together with a statement of the total shares of Common

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Stock which are unissued but subject to granted but currently unexercised
options and which are reserved for issuance pursuant to the Exchange
Agreement and upon exercise of the Panthers Warrants.

7.8 Share Price. After the mailing of the solicitations for the limited
partner consents under Section 7.5, there shall not have occurred a Material
Adverse Effect with respect to Panthers which causes the stock price of Panthers
on the NASDAQ Stock Market to fall below $26.375.

ARTICLE VIII

REGISTRATION

8.1 Registration. Prior to the Closing Date, Panthers shall register under
the Securities Act of 1933 ("Securities Act") and under applicable state
securities law, the issuance of the Exchange Rights, Panthers Shares, the Fee
Shares and the Panthers Warrants to the Partnership. Panthers BRHC Limited and
Panthers shall use best efforts to keep the registration statements required by
this Section 8.1 effective for so long as shall be necessary to allow the resale
of any underlying Panthers Common Stock to be made by any holder thereof without
restriction under Section 4(1) of the Securities Act (but without taking into
account any status of such holder as an affiliate of Panthers or Panthers BRHC
Limited).

8.2 Expenses of Registration. Panthers and Panthers BRHC Limited shall pay
all expenses incurred in connection with the registration, qualification and/or
exemption of the securities to be issued hereunder, including any SEC and state
securities law registration and filing fees, printing expenses, fees and
disbursements of Panthers' and Panthers BRHC Limited's counsel and accountants,
transfer agents' and registrars' fees, fees and disbursements of experts used by
Panthers and Panthers BRHC Limited in connection with such registration,
qualification and/or exemption, and expenses incidental to any amendment or
supplement to the Registration Statements or prospectuses contained therein.
Panthers and Panthers BRHC Limited shall not, however, be liable for any sales,
broker's or underwriting commissions upon sale by any holder of any of the
Panthers Shares or Panthers Warrants.

ARTICLE IX

APPLICATION OF HELD BACK INTERESTS

9.1 Survival of Representations and Warranties. Each of the
representations and warranties of the Panthers and Panthers BRHC Limited in this
Agreement or pursuant hereto shall expire at the Closing Date. Each of the
representations and warranties made by the Partnership, the General Partner and
BRMC in this Agreement or pursuant hereto shall expire at the Closing Date,
provided however, that with respect to the Trade Accounts Receivable and Premier
Club Accounts Receivable "Loss Experience" (defined below), Panther's designee
(for example, for purposes of this Article IX, Panthers BRGP Corporation) shall
have recourse to the Held Back Interests as set forth in Section 9.2 hereof.

9.2 Loss Experience and Security for Loss Experience. The "Loss
Experience" with respect to the Trade Accounts Receivable and the Premier Club
Accounts Receivable identified on the Closing Net Working Capital Statement
shall be calculated as of December 31, 1997, unless the Closing occurs
subsequent to June 30, 1997, in which case the Loss Experience shall be
calculated as of a date which is the end of the calendar quarter and which falls
between six and nine months after the Closing Date ("Settlement Date"); for
example, if the Closing occurs on July 10, 1997, the Settlement Date would be
March 31, 1998.

(a) Trade Accounts Receivable Loss Experience shall equal: The total
amount of Trade Accounts Receivable listed on the Closing Net Working
Capital Statement which are uncollected at the Settlement Date.

(b) Premier Club Accounts Receivable Loss Experience shall equal: The
sum of (i) the total amount of Premier Club Accounts Receivable past due
(determined in good faith between Panthers and the Partnership) as of the
Settlement Date ("PCAR Delinquent Amount") plus (ii) the product of (1) the
percentage obtained by dividing (x) the PCAR Delinquent Amount by (y) the
total Premier Club

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Accounts Receivable set forth on the Closing Net Working Capital Statement
which were due on or before the Settlement Date; multiplied by (2) the
amount identified on the Closing Net Working Capital Statement as being due
subsequent to the Settlement Date.

9.3 Adjustment Amount. The Partnership shall pay to Panthers BRGP
Corporation the "Adjustment Amount," which shall equal: (i) the Trade Accounts
Receivable Loss Experience, plus (ii) any negative amount obtained by
subtracting from the Net Working Capital set forth on the Closing Net Working
Capital Statement: (1) the transaction costs referred to in Section 5.20; and
(2) the Premier Club Accounts Receivable Loss Experience. As security for the
agreement by the Partnership to pay the Adjustment Amount, the Partnership does
hereby grant a security interest in, and Pledge to Panthers BRGP Corporation the
Held Back Interests (as defined in Section 1.8(i)) and any Panthers Common Stock
exchangeable therefore and proceeds of all of the foregoing. Panthers BRGP
Corporation may set off against the Held Back Interests and against any proceeds
thereof the Adjustment Amount for which the Partnership may be responsible
pursuant to this Agreement, subject, however, to the following terms and
conditions:

(a) Panthers BRGP Corporation shall give written notice to the
Partnership of any claim for setoff against the Held Back Interests, which
notice shall set forth: (i) the amount of the Adjustment Amount; and (ii)
the basis of such claim;

(b) Such set off shall be effected on the later to occur of the
expiration of 30 days from the date of such notice (the "Notice of Contest
Period") or, if such claim is contested, the date the dispute is resolved,
and such set off shall be charged proportionally against the shares set
aside;

(c) If, prior to the expiration of the Notice of Contest Period, the
Partnership shall notify Panthers BRGP Corporation in writing of an
intention to dispute the claim, the parties shall in good faith negotiate
to resolve the claim or submit the matter to binding arbitration;

(d) For purposes of this Article, Panthers Shares for which each Held
Back Interest can be exercised shall be valued at the greater of the Price
per Share or the price per share of Panthers Common Stock at the close of
trading on the date the written notice is sent pursuant to clause (a)
above.

(e) Neither the Partnership nor the General Partner shall be liable to
Panthers or Panthers BRHC Limited or Panthers BRGP Corporation for any
deficiency resulting from the value of the Held Back Interests being less
than the Adjustment Amount, it being agreed that the only recourse against
Partnership by any party for the Adjustment Amount shall be to the Held
Back Interests.

9.4 Voting of and Dividends on the Held Back Interests. Except with
respect to Held Back Interests transferred pursuant to the foregoing right of
set off (and in the case of such Held Back Interests, until the same are
transferred), all Held Back Interests shall be deemed to be owned by the
Partnership and the Partnership shall be entitled to vote any proceeds thereof;
provided, however, that, there shall also be deposited with Panthers, subject to
the terms of this Article, all shares of Panthers Common Stock issued to the
Partnership as a result of any exercise of any Exchange Rights with respect to
Held Back Interests, and as a result of any stock dividend or stock split and
all cash issuable to the Partnership as a result of any cash dividend with
respect to Panthers Common Stock exchangeable therefore. All stock and cash
issued or paid upon Held Back Interests shall be distributed to the person or
entity entitled to receive such Held Back Interests together with such Held Back
Interests.

9.5 Delivery of Held Back Interests and Proceeds. Panthers BRGP
Corporation agrees to deliver to the Partnership promptly following the
Settlement Date any Held Back Interests (or proceeds thereof) then held by it
which it is not entitled to retain pursuant to Section 9.3, unless there then
remains unresolved any claim for an Adjustment Amount as to which notice has
been given, in which event any Held Back Interests remaining on deposit after
such claim shall have been satisfied shall be returned to the Partnership
promptly after the time of satisfaction.

9.6 Adjustment to Consideration. All setoffs made pursuant to this Article
shall be treated as adjustments to the consideration granted under Section 1.8
hereof.

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ARTICLE X

DEFINITIONS

10.1 Defined Terms. As used herein, the following terms shall have the
following meanings:

"Affiliate" shall have the meaning ascribed to it in Rule 12b-2 of the
General Rules and Regulations under the Exchange Act, as in effect on the
date hereof.

"Asbestos-Containing Material" means any material containing more than
one percent (1%) asbestos.

"CERCLA" means the Comprehensive Environmental Response Compensation
and Liability Act of 1980 (42 U.S.C. 9601, et seq.), as heretofore or
hereafter amended from time to time.

"Contract" means any agreement, contract, lease, note, mortgage,
indenture, loan agreement, franchise agreement, covenant, employment
agreement, license, instrument, purchase and sales order, commitment,
undertaking, obligation, whether written or oral, express or implied.

"Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated)
under common control which, together with any Person, are treated as a
single employer under Section 414(b) or 414(c) of the Internal Revenue
Code.

"Environmental Laws" collectively means and includes all present and
future laws and any amendments (whether common law, statute, rule, order,
regulation or otherwise), permits, and other requirements or guidelines of
governmental authorities applicable to the Owned Property and relating to
the environment and environmental conditions or to any Hazardous Substance
or Hazardous Substance Activity (including, without limitation, CERCLA, the
Federal Resource Conservation and Recovery Act of 1976, 42 U.S.C.
sec. 6901, et seq., the Hazardous Materials Transportation Act, 49 U.S.C.
sec. 6901, et seq., the Federal Water Pollution Control Act, 33 U.S.C.
sec. 1251, et seq., the Clean Air Act, 33 U.S.C. sec. 7401, et seq., the
Clean Air Act, 42 U.S.C. sec. 7401, et seq., the Toxic Substances Control
Act, 15 U.S.C. sec. 2601-2629, the Safe Drinking Water Act, 42 U.S.C.
sec. 300f-300j, the Emergency Planning and Community Right-to-Know Act, 42
U.S.C. sec. 1101, et seq., and any so-called "Super Fund" or "Super Lien"
law, environmental laws administered by the Environmental Protection
Agency, any similar state and local laws and regulations, all amendments
thereto and all regulations, orders, decisions, and decrees now or
hereafter promulgated thereunder).

"Environmental Report" means the "Report of Phase I Environmental Site
Assessment and Limited Visual Asbestos Survey" of the Boca Raton Resort and
Club dated August 8, 1996 prepared by Law Engineering and Environmental
Services, Inc., Project Number 40795-6-0505.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Expansion Plan" shall have the meaning set forth in the Loan
Agreement.

"GAAP" means generally accepted accounting principles in effect in the
United States of America from time to time.

"Governmental Authority" means any nation or government, any state,
regional, local or other political subdivision thereof, and any entity or
official exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

"Hazardous Substance" means, at any time, (i) asbestos and any
Asbestos-Containing Material, (ii) any substance that is listed in, or
otherwise classified pursuant to, any Environmental Laws or any applicable
laws or regulations as a "hazardous substance", "hazardous material",
"hazardous waste", "infectious waste", "toxic substance", "toxic pollutant"
or any other formulation intended to define, list, or classify substances
by reason of deleterious properties such as ignitability, corrosivity,
reactivity, carcinogenicity, toxicity, reproductive toxicity, or "EP
toxicity", (iii) any petroleum and drilling fluids, produced waters, and
other wastes associated with the exploration, development or production of
crude

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oil, natural gas, or geothermal resources and (iv) petroleum productions,
ploychlorinated biphenyls, urea formaldehyde, radon gas, radioactive
matter, and medical waste.

"Hazardous Substance Activity" means any actual use, packaging,
labeling, treatment, leaching, spill, cleanup, storage, holding, existence,
release, emission, discharge, generation, processing, abatement, removal,
disposition, handling or transportation of any Hazardous Substance from,
under, into or on the Owned Property or surrounding property (but only
concerning surrounding property to the extent of seepage, release,
discharge, migration, disposal or other actions from the Owned Property to
the surrounding property or from the surrounding property to the Owned
Property).

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

"Legal Requirements" means all applicable laws, statutes, ordinances,
rulings, regulations, codes, decrees, orders, judgments, covenants,
conditions, restrictions, approvals, permits and requirements under any
Permitted Exception or for, from or by any Governmental Authority,
including zoning, subdivision, use, environmental, building, safety,
health, housing and fire.

"Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including, but not limited to, any conditional
sale or other title retention agreement, any lease in the nature thereof,
and the filing of or agreement to give any financing statement under the
Uniform Commercial Code or comparable law or any jurisdiction in connection
with such mortgage, pledge, security interest, encumbrance, lien or
charge).

"Loan Agreement" means that certain Loan Agreement dated August 26,
1996 between the Partnership, as Borrower, the Bank's signatory thereto and
the Bank of Nova Scotia, as Agent.

"Material Adverse Change (or Effect)" means a change (or effect) in
the condition (financial or otherwise), properties, assets, liabilities,
rights, obligations, operations or business, which change (or effect)
individually or in the aggregate is materially adverse to such condition,
properties, assets, liabilities, rights, obligations, operations or
business.

"Permitted Exceptions" means those items set forth on Schedule 3.11(b)
hereof.

"Person" means an individual, partnership, corporation, business
trust, joint stock company, estate, trust, unincorporated association,
joint venture, Governmental Authority or other entity, of whatever nature.

"Plan" means an employee pension benefit plan which is covered by
Title IV of ERISA or subject to the minimum funding standards under Part 3
of Title I of ERISA or Section 412 of the Code and is either (a) maintained
by any Person or any member of a Controlled Group for employees of such
Person or any member of such Controlled Group or (b) maintained pursuant to
a collective bargaining agreement or any other arrangement under which more
than one employer makes contributions and to which such Person or any
member of a Controlled Group is then making or has any obligation to make
contributions or, within the preceding five plan years, has made or has had
any obligation to make contributions.

"Register", "registered" and "registration" refer to a registration of
the offering and sale of securities effected by preparing and filing a
registration statement in compliance with the Securities Act and the
declaration or ordering of the effectiveness of such registration
statement.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

"Survey" means the surveys described on Item 1 of the Permitted
Exceptions.

"Tax Return" means any tax return, filing or information statement
required to be filed in connection with or with respect to any Taxes; and

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"Taxes" means all taxes, fees or other assessments, including, but not
limited to, income, excise, property, sales, franchise, intangible,
withholding, social security and unemployment taxes imposed by any federal,
state, local or foreign governmental agency, and any interest or penalties
related thereto.

10.2 Other Definitional Provisions. (a) All terms defined in this
Agreement shall have the defined meanings when used in any certificates, reports
or other documents made or delivered pursuant hereto or thereto, unless the
context otherwise requires.

(b) Terms defined in the singular shall have a comparable meaning when used
in the plural, and vice versa.

(c) All matters of an accounting nature in connection with this Agreement
and the transactions contemplated hereby shall be determined in accordance with
GAAP, applied on a basis consistent with prior periods, where applicable.

(d) As used herein, the neuter gender shall also denote the masculine and
feminine, and the masculine gender shall also denote the neuter and feminine,
where the context so permits.

ARTICLE XI

TERMINATION

11.1 Termination. This Agreement may be terminated at any time prior to
the Closing Date:

(a) by mutual written consent of all of the parties hereto at any time
prior to the Closing;

(b) by Panthers, in the event of a breach by any of the Partnership,
the General Partner or BRMC of any provision of this Agreement which would
have a Material Adverse Effect upon the Partnership or upon the rights or
benefits of Panthers or Panthers BRHC Limited hereunder;

(c) by the Partnership in the event of a breach by Panthers or
Panthers BRHC Limited of any provision of this Agreement which would have a
Material Adverse Effect on the rights or benefits of the Partnership
hereunder;

(d) by either Panthers or the Partnership if the Closing shall not
have occurred by December 31, 1997;

(e) by either Panthers or the Partnership if the requisite consents of
the limited partners of the Partnership are not obtained within ninety (90)
days of the last mailing of the consent solicitation or any amendment
thereof; or

(f) by the Partnership upon payment of the Termination Fee set forth
in Section 5.12 hereof.

11.2 Effect of Termination. In the event of termination of this Agreement
pursuant to Section 11.1, this Agreement shall forthwith become void and of no
further force and effect and the parties shall be released from any and all
obligations hereunder; except that the provisions of Section 5.12 shall survive,
as applicable.

ARTICLE XII

GENERAL PROVISIONS

12.1 Notices. All notices, requests, demands, claims, and other
communications hereunder shall be in writing and shall be delivered by certified
or registered mail (first class postage pre-paid), guaranteed overnight
delivery, or facsimile transmission if such transmission is confirmed by
delivery by certified or registered mail (first class postage pre-paid) or
guaranteed overnight delivery, to the following addresses and

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telecopy numbers (or to such other addresses or telecopy numbers which such
party shall designate in writing to the other party):

(a) IF TO THE PANTHERS:

Florida Panthers Holdings, Inc.
100 S.E. Third Avenue, Second Floor
Ft. Lauderdale, FL 33301
Attn: Steven M. Dauria
Telecopy: (954) 768-1920

WITH A COPY TO:

Akerman, Senterfitt & Eidson, P.A.
One Southeast Third Avenue, 28th Floor
Miami, Florida 33131
Attention: Stephen K. Roddenberry, Esq.
Telecopy: (305) 374-5095

(b) IF TO ANY OF THE PARTNERSHIP, THE GENERAL PARTNER OR BRMC TO:

Private Merchant Banking Company
380 Lexington Avenue, Suite 4500
New York, NY 10168
Attention: Theodore V. Fowler
Telecopy: (212) 689-9519

WITH A COPY TO:

Boca Raton Hotel and Club Limited Partnership
501 East Camino Real
Boca Raton, Florida 33432
Attn: Edward E. March
Telecopy: (561) 394-9183

WITH A COPY TO:

Rogers & Wells
200 Park Avenue
New York, New York 10166
Attn: James M. Asher, Esq.
Telecopy: (212) 878-3215

Notice shall be deemed given on the date sent if sent by overnight delivery
or facsimile transmission and on the date delivered (or the date of refusal of
delivery) if sent by certified or registered mail.

12.2 Entire Agreement. This Agreement (including the Exhibits and
Schedules attached hereto) and other documents delivered at the Closing pursuant
hereto, contains the entire understanding of the parties in respect of its
subject matter and supersedes all prior agreements and understandings (oral or
written) between or among the parties with respect to such subject matter,
including, but not limited to that certain Contribution and Exchange Agreement
dated as of March 20, 1997 by and among the parties hereto. The Exhibits and
Schedules constitute a part hereof as though set forth in full above.

12.3 Amendment; Waiver. This Agreement may not be modified, amended,
supplemented, canceled or discharged, except by written instrument executed by
all parties. No failure to exercise, and no delay in exercising, any right,
power or privilege under this Agreement shall operate as a waiver, nor shall any
single or partial exercise of any right, power or privilege hereunder preclude
the exercise of any other right, power or privilege. No waiver of any breach of
any provision shall be deemed to be a waiver of any preceding or succeeding
breach of the same or any other provision, nor shall any waiver be implied from
any course of dealing between the parties. No extension of time for performance
of any obligations or other acts hereunder or under any other agreement shall be
deemed to be an extension of the time for performance of any other

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obligations or any other acts. The rights and remedies of the parties under this
Agreement are in addition to all other rights and remedies, at law or equity,
that they may have against each other.

12.4 Binding Effect; Assignment. The rights and obligations of this
Agreement shall bind and inure to the benefit of the parties and their
respective successors and assigns. Nothing expressed or implied herein shall be
construed to give any other person any legal or equitable rights hereunder.
Except as expressly provided herein, the rights and obligations of this
Agreement may not be assigned by any of the parties without the prior written
consent of the other party; provided however, that Panthers may designate that
its affiliates may hold the Panther Interest.

12.5 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which together shall
constitute one and the same instrument.

12.6 Interpretation. When a reference is made in this Agreement to an
article, section, paragraph, clause, schedule or exhibit, such reference shall
be deemed to be to this Agreement unless otherwise indicated. The headings
contained herein and on the schedules are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement or the
schedules. Whenever the words "include," "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation." Time shall be of the essence in this Agreement.

12.7 Governing Law; Interpretation. This Agreement shall be construed in
accordance with and governed for all purposes by the laws of the State of
Florida applicable to contracts executed and to be wholly performed within such
State.

12.8 Arm's Length Negotiations. Each party herein expressly represents and
warrants to all other parties hereto that (a) before executing this Agreement,
said party has fully informed itself of the terms, contents, conditions and
effects of this Agreement; (b) said party has relied solely and completely upon
its own judgment in executing this Agreement; (c) said party has had the
opportunity to seek and has obtained the advice of counsel before executing this
Agreement; (d) said party has acted voluntarily and of its own free will in
executing this Agreement; (e) said party is not acting under duress, whether
economic or physical, in executing this Agreement; and (f) this Agreement is the
result of arm's length negotiations conducted by and among the parties and their
respective counsel.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.

FLORIDA PANTHERS HOLDINGS, INC., a
Florida corporation

By:
------------------------------------
Name:
-------------------------------
Title:
--------------------------------

PANTHERS BRHC LIMITED, a Florida
limited
partnership

By: Panthers BRGP Corporation
as general partner

By:
------------------------------------
Name:
-------------------------------
Title:
--------------------------------

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BOCA RATON HOTEL AND CLUB, LTD.,
a Florida limited partnership

By: BRMC, L.P., a Delaware limited
partnership, as general partner

By: BRMC, Inc., a Delaware
corporation, as general partner

By:
-------------------------------
Theodore V. Fowler, Chief
Executive Officer

BRMC, L.P., a Delaware limited
partnership

By: BRMC, INC., a Delaware
corporation, as general partner

By:
---------------------------------
Theodore V. Fowler, Chief
Executive Officer

BRMC, INC., a Delaware corporation

By:
------------------------------------
Theodore V. Fowler, Chief Executive
Officer

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EXHIBIT "A"

Cash, accounts receivable and other assets such as supplies or inventory,
which have a total value and adjusted tax basis for federal income tax purposes
of approximately $30 million provided, however, that if the Partnership secures
a deduction for federal income tax purposes upon the transfer of the Fee Shares
to creditors of the Partnership, the Partnership and Panthers BRGP Corporation
may select assets to be sold having a value in excess of such adjusted tax basis
equal to the amount of the deduction.
<PAGE> 157

EXHIBIT "B"

I. ADJUSTMENTS TO EXCHANGE RIGHTS INTERESTS

The number of shares of Class A Common Stock ("Class A Shares") for which
an Exchange Right is exercisable, shall be subject to adjustment from time to
time as set forth below.

1.1 STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS.If Florida Panthers
Holdings, Inc. (the "Company") shall, at any time or from time to time, (a) make
(or fix a record date for the holders of shares of its Class A or Class B common
stock, par value $.01 per share (collectively, "Common Stock") entitled to
receive) a dividend payable in, or other distribution of, additional shares of
Common Stock, (b) subdivide its outstanding shares of Common Stock into a larger
number of shares of Common Stock, or (c) combine its outstanding shares of
Common Stock into a smaller number of shares of Common Stock, then the number of
Class A Shares issuable upon the exercise of the Exchange Right immediately
prior to the occurrence of any such event shall be adjusted so that the Holder
of the Exchange Right upon exercise on or after that date shall be entitled to
receive the aggregate number and kind of Class A Shares which the Holder of the
Exchange Right would have owned and been entitled to receive as a result of such
event had the Exchange Right been exercised immediately prior thereto.

1.2 DIVIDENDS AND DISTRIBUTIONS OTHER THAN IN CASH.If the Company
shall, at any time or from time to time, make (or fix a record date for the
holders of shares of its Common Stock entitled to receive) a dividend or other
distribution payable in securities or assets of the Company or in the securities
of any subsidiary of the Company (other than shares of Common Stock or cash),
then lawful and adequate provision shall be made so that the Holder of the
Exchange Right shall be entitled to receive upon exercise of the Exchange Right,
in addition to the number of Class A Shares immediately theretofore issuable
upon exercised of the Exchange Right, the kind and number of securities or
assets of the Company or securities of any subsidiary of the Company, which the
Holder would have owned and been entitled to receive had the Exchange Right been
exercised immediately prior to that date.

1.3 CASH DIVIDENDS AND DISTRIBUTIONS. If the Company shall, at any time
or from time to time, (a) make (or fix a record date for the holders of shares
of its Common Stock entitled to receive) a dividend payable in, or other
distribution of cash, then (i) the number of Class A Shares issuable upon the
exercise of the Exchange Right immediately prior to the occurrence of any such
event shall be increased by: (i) the amount of the dividend the Holder of the
Exchange Right would have received if he had exercised his Exchange Right
immediately prior to the record date, divided by (ii) the average price of
Panthers Class A Common Stock for the five consecutive trading days on the
NASDAQ Stock Market immediately preceding the record date.

1.4 REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALES OF ASSETS. If any
of the following transactions (each, a "Special Transaction") shall become
effective: (i) a capital reorganization, whether by reclassification, exchange,
substitution or otherwise (other than a stock or cash dividend, subdivision,
combination or other distribution provided for elsewhere in this Section 1),
(ii) a consolidation or merger of Panthers Holdings with and into another
entity, or (iii) a sale or conveyance of all or substantially all of the
Company's assets, then as a condition of any such Special Transaction, lawful
and adequate provision shall be made so that the Holder of any Exchange Right
shall thereafter have the right to receive upon exercise of the Exchange Right,
in lieu of the Class A Shares immediately theretofore issuable upon exercise of
the Exchange Right, such shares of stock, other securities, cash or other assets
as may be issued or payable in and pursuant to the terms of such Special
Transaction to the holders of shares of Class A Common Stock for which the
Exchange Right could have been exercised immediately prior to such Special
Transaction. In connection with any Special Transaction, appropriate provision
shall be made with respect to the rights and interests of the Holder of the
Exchange Right to the end that the provisions of the Exchange Right (including
without limitation the provisions of this Section 1), shall thereafter be
applicable, as nearly as may be practicable, to any shares of stock, other
securities, cash or other assets thereafter deliverable upon the exercise of the
Exchange Right. The Company shall not effect any Special Transaction unless
prior to or simultaneously with the closing, the successor entity (if other than
the Company), if any, resulting from such consolidation or

Exhibit B-1
<PAGE> 158

merger or the entity acquiring such assets shall assume by a written instrument
executed and mailed by certified mail or delivered to the Holder of this
Exchange Right at the address of the Holder appearing on the books of the
Company, the obligation of the Company or such successor corporation to deliver
to the Holder such shares of stock, securities, cash or other assets, as in
accordance with the foregoing provisions, which the Holder shall have the right
to purchase.

II. ADJUSTMENTS TO WARRANTS.

The number of Class A Shares for which a Panthers Warrant is exercisable
and the Exercise Price shall be subject to adjustment from time to time as set
forth below.

2.1 STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. If the Company
shall, at any time or from time to time, (a) make (or fix a record date for the
holders of shares of its Common Stock") entitled to receive) a dividend payable
in, or other distribution of, additional shares of Common Stock, (b) subdivide
its outstanding shares of Common Stock into a larger number of shares of Common
Stock, or (c) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, then (i) the number of Class A Shares issuable
upon the exercise of the Warrant immediately prior to the occurrence of any such
event shall be adjusted so that the Holder of the Warrant upon exercise on or
after that date shall be entitled to receive the aggregate number and kind of
Class A Shares which the Holder of the Warrant would have owned and been
entitled to receive as a result of such event had the Warrant been exercised
immediately prior thereto, and (ii) the Exercise Price in effect immediately
prior to such event shall be adjusted by multiplying such Exercise Price by a
fraction, the numerator of which is the aggregate number of Class A Shares
purchasable upon exercise of the Warrant immediately prior to such event, and
the denominator of which is the aggregate number of Class A Shares purchasable
upon exercise of the Warrant immediately thereafter.

2.2 DIVIDENDS AND DISTRIBUTIONS OTHER THAN IN CASH. If the Company
shall, at any time or from time to time, make (or fix a record date for the
holders of shares of its Common Stock entitled to receive) a dividend or other
distribution payable in securities or assets of the Company or in the securities
of any subsidiary of the Company (other than shares of Common Stock or Cash),
then lawful and adequate provision shall be made so that the Holder of the
Warrant shall be entitled to receive upon exercise of the Warrant, for the
aggregate Exercise Price in effect prior thereto, in addition to the number of
Class A Shares immediately theretofore issuable upon exercise of the Warrant,
the kind and number of securities or assets of the Company or securities of any
subsidiary of the Company, which the Holder would have owned and been entitled
to receive had the Warrant been exercised immediately prior to that date.

2.3 CASH DIVIDENDS AND DISTRIBUTIONS. The Company shall, at any time or
from time to time, (a) make (or fix a record date for the holders of shares of
its Common Stock Common Stock entitled to receive) a dividend payable in, or
other distribution of cash, then (i) the number of Class A Shares issuable upon
the exercise of the Warrant, for the aggregate Exercise Price in effect prior
thereto, immediately prior to the occurrence of any such event shall be
increased by: (i) the amount of the dividend the Holder of this Warrant would
have received if he had exercised his warrant immediately prior to the record
date, divided by (ii) the average price of Panthers Class A Common Stock for the
five consecutive trading days on the NASDAQ Stock Market immediately preceding
the record date.

2.4 REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALES OF ASSETS. If any
of the following transactions (each, a "Special Transaction") shall become
effective: (i) a capital reorganization, whether by reclassification, exchange,
substitution or otherwise (other than a stock or cash dividend, subdivision,
combination or other distribution provided for elsewhere in this Section 2),
(ii) a consolidation or merger of the Company with and into another entity, or
(iii) a sale or conveyance of all or substantially all of the Company's assets,
then as a condition of any such Special Transaction, lawful and adequate
provision shall be made so that the Holder of the Warrant shall thereafter have
the right to purchase and receive upon exercise of the Warrant, in lieu of the
Class A Shares immediately theretofore issuable upon exercise of this Warrant,
for the aggregate Exercise Price in effect immediately prior to such
consummation, such shares of stock, other securities, cash or other assets as
may be issued or payable in and pursuant to the terms of such Special
Transaction to the holders of shares of Common Stock for which the Warrant could
have been exercised

Exhibit B-2
<PAGE> 159

immediately prior to such Special Transaction. In connection with any Special
Transaction, appropriate provision shall be made with respect to the rights and
interests of the Holder of the Warrant to the end that the provisions of the
Warrant (including without limitation the provisions of this Section 2), shall
thereafter be applicable, as nearly as may be practicable, to any shares of
stock, other securities, cash or other assets thereafter deliverable upon the
exercise of the Warrant. The Company shall not effect any Special Transaction
unless prior to or simultaneously with the closing, the successor entity (if
other than the Company), if any, resulting from such consolidation or merger or
the entity acquiring such assets shall assume by a written instrument executed
and mailed by certified mail or delivered to the Holder of the Warrant at the
address of the Holder appearing on the books of the Company, the obligation of
the Company or such successor corporation to deliver to the Holder such shares
of stock, securities, cash or other assets, as in accordance with the foregoing
provisions, which the Holder shall have the right to purchase.

Exhibit B-3
<PAGE> 160

EXHIBIT "C"

The Fair Market Value of a partnership interest in Panthers BRHC Limited
shall be determined as follows:

- Assume the sale of contributed Assets and Sold Assets at Appraised
Value

- choice of appraisal provisions

- Run proceeds of sale net of liabilities through Panthers BRHC
Limited's partnership agreement

- Discount 30% for non-marketability and lack of control
<PAGE> 161

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Florida Business Corporation Act. Section 607.0850(1) of the Florida
Business Corporation Act (the "FBCA") provides that a Florida corporation, such
as Panthers Holdings', shall have the power to indemnify any person who was or
is a party to any proceeding (other than an action by, or in the right of, the
corporation), by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee, or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise against liability incurred in connection with such proceeding,
including any appeal thereof, if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

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

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

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

Section 607.0831 of the FBCA provides that a director of a Florida
corporation is not personally liable for monetary damages to the corporation or
any other person for any statement, vote, decision, or failure to act, regarding
corporate management or policy, by a director, unless: (i) the director breached
or failed to perform

II-1
<PAGE> 162

his duties as a director; and (ii) the director's breach of, or failure to
perform, those duties constitutes: (A) a violation of criminal law, unless the
director had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful; (B) a transaction from
which the director derived an improper personal benefit, either directly or
indirectly; (C) a circumstance under which the liability provisions regarding
unlawful distributions are applicable; (D) in a proceeding by or in the right of
the corporation to procure a judgment in its favor or by or in the right of a
shareholder, conscious disregard for the best interest of the corporation, or
willful misconduct; or (E) in a proceeding by or in the right of someone other
than the corporation or a shareholder, recklessness or an act or omission which
was committed in bad faith or with malicious purpose or in a manner exhibiting
wanton and willful disregard of human rights, safety, or property.

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

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) A list of the exhibits filed as part of this Registration Statement is
set forth in the Exhibit Index which immediately precedes such exhibits.

(b) Financial Statement Schedule -- none

ITEM 22. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

The undersigned Registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by

II-2
<PAGE> 163

any person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.

(3) The Registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(4) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

(5) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

(6) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

II-3
<PAGE> 164

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Lauderdale, State of Florida, on the 14th day of
October, 1997.

Florida Panthers Holdings, Inc.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Senior Vice President and
Chief Financial Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

* Chairman of the Board October 14, 1997
- ----------------------------------------------------- (Principal Executive
H. Wayne Huizenga Officer)

* Vice Chairman October 14, 1997
- -----------------------------------------------------
Richard C. Rochon

* President and Director October 14, 1997
- -----------------------------------------------------
Richard H. Evans

* Senior Vice President and October 14, 1997
- ----------------------------------------------------- Chief Financial Officer
William M. Pierce (Principal Financial
Officer)

* Vice President and Corporate October 14, 1997
- ----------------------------------------------------- Controller (Principal
Steven M. Dauria Accounting Officer)

* Director October 14, 1997
- -----------------------------------------------------
Steven R. Berrard

/s/ DENNIS J. CALLAGHAN Director October 14, 1997
- -----------------------------------------------------
Dennis J. Callaghan

* Director October 14, 1997
- -----------------------------------------------------
Michael S. Egan

/s/ CHRIS EVERT Director October 14, 1997
- -----------------------------------------------------
Chris Evert
</TABLE>

II-4
<PAGE> 165

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

* Director October 14, 1997
- -----------------------------------------------------
Harris W. Hudson

* Director October 14, 1997
- -----------------------------------------------------
George D. Johnson, Jr.

/s/ HENRY LATIMER Director October 14, 1997
- -----------------------------------------------------
Henry Latimer

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

</TABLE>
II-5

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

/s/ Arthur Andersen LLP

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,

October 10, 1997.

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the use of our report dated April 19, 1996, with respect to
the financial statements of 2301 SE 17th St., Ltd., included in this Prospectus
of Florida Panthers Holdings, Inc. filed on the Post-Effective Amendment No. 1
to Form S-4 and to the reference to our firm under the heading "Experts."

/s/ KPMG Peat Marwick LLP

KPMG PEAT MARWICK LLP

Fort Lauderdale, Florida,

October 13, 1997.

<PAGE> 1

EXHIBIT 23.3

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Post-Effective Amendment No. 1 to Registration Statement on Form S-4 (No.
333-28951) of our report dated January 29, 1997, except as to the subsequent
event described in Note 12 which is as of March 20, 1997, relating to the
financial statements for the year ended December 31, 1996 of the Boca Raton
Hotel and Club Limited Partnership, which appears in such Prospectus. We also
consent to the reference to us under the heading "Experts" in such Prospectus.

PRICE WATERHOUSE LLP

Fort Lauderdale, Florida

October 10, 1997

<PAGE> 1

EXHIBIT 23.4

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated January 26, 1996, with respect to the financial
statements of Boca Raton Hotel and Club Limited Partnership included in
Post-Effective Amendment No. 1 to the Registration Statement (Form S-4 No.
333-28951) and related Prospectus of Florida Panthers Holdings, Inc.

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

October 10, 1997