FLORIDA PANTHERS HOLDINGS INC, S-1, 1997-03-11

FLORIDA PANTHERS HOLDINGS INC
S-1, 1997-03-11
AMUSEMENT & RECREATION SERVICES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 11, 1997

REGISTRATION STATEMENT NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

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

<TABLE>
<C> <C> <C>
FLORIDA 7941 65-0676005
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation or organization) Classification Code Number) Number)
H. WAYNE HUIZENGA
CHAIRMAN OF THE BOARD
FLORIDA PANTHERS HOLDINGS, INC.
100 NORTHEAST THIRD AVENUE, SECOND FLOOR 100 NORTHEAST THIRD AVENUE, SECOND FLOOR
FORT LAUDERDALE, FLORIDA 33301 FORT LAUDERDALE, FLORIDA 33301
(954) 768-1900 (954) 768-1900
(Address, including zip code, and telephone number, (Name, address, including zip code, and telephone
including number, including area code, of agent for service)
area code, of registrant's principal executive offices)
</TABLE>

------------------------
Copies to:

STEPHEN K. RODDENBERRY, ESQ.
AKERMAN, SENTERFITT & EIDSON, P.A.
ONE S.E. THIRD AVENUE, 28TH FLOOR
MIAMI, FLORIDA 33131-1704
(305) 374-5600
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of the Registration Statement.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================
PROPOSED PROPOSED
TITLE OF EACH CLASS MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Class A Common Stock, par value $.01 per share.......... 6,000,000 $25.50 $153,000,000 $46,363.64
====================================================================================================================
</TABLE>

(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
amount of the registration fee.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE> 2
PROSPECTUS
[FLORIDA PANTHERS LOGO]
6,000,000 SHARES
FLORIDA PANTHERS HOLDINGS, INC.
CLASS A COMMON STOCK

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

This Prospectus relates to an aggregate of 6,000,000 shares (the "Shares")
of Class A Common Stock, par value $.01 per share ("Class A Common Stock"), of
Florida Panthers Holdings, Inc., a Florida corporation (the "Company"), which
may be offered and issued from time to time by the Company in connection with
future acquisitions of other businesses, properties or equity and/or debt
securities in business combination transactions in accordance with Rule
415(a)(1)(viii) of Regulation C under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus may also be used, with the Company's
prior consent, by persons or entities (the "Selling Shareholders") who have
received or will receive such shares in connection with such acquisitions and
who wish to offer and sell such shares under circumstances requiring or making
desirable its use and by certain donees of the Selling Shareholders. See "Plan
of Distribution."

The Common Stock is traded on The Nasdaq Stock Market ("Nasdaq") under the
symbol "PUCK." On March 6, 1997, the last reported sales price for the Class A
Common Stock as reported by Nasdaq was $26 7/8 per share.

THE SECURITIES TO BE OFFERED HEREBY SHOULD NOT BE PURCHASED WITH THE
EXPECTATION THAT THE MARKET PERFORMANCE OF THE COMPANY WILL BE COMPARABLE TO THE
PAST PERFORMANCE OF OTHER COMPANIES WITH WHICH MR. HUIZENGA HAS BEEN INVOLVED.
SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE CLASS A COMMON STOCK
OFFERED HEREBY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
, 1997
<PAGE> 3

PROSPECTUS SUMMARY

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

THE COMPANY

The Company currently operates through two business segments: (i) sports
and entertainment (the "Sports and Entertainment Business") and (ii) leisure and
recreation (the "Leisure and Recreation Business"). The Sports and Entertainment
Business is comprised of the Company's ownership and operations of the Florida
Panthers, a professional hockey team (the "Panthers") of the National Hockey
League (the "NHL"), Arena Development Company, Ltd. ("Arena Development"), a
Florida limited partnership formed for the purpose of developing a new
multi-purpose, state-of-the-art sports and entertainment center (the "Broward
County Civic Arena" or the "Facility") in Broward County, Florida, Arena
Operating Company, Ltd. ("Arena Operator"), a Florida limited partnership formed
for the purpose of managing and operating the Broward County Civic Arena, and
Florida Panthers Ice Ventures, Inc. ("FPIVI"), a corporation formed for the
purpose of developing and operating ice rink facilities (the "Ice Rink
Business"), through which the Company currently owns and operates a twin-pad ice
rink facility located at Coral Springs, Florida ("Incredible Ice"). In addition,
the Company owns approximately 78% of the partnership interests in Decoma Miami
Associates, Ltd., a Florida limited partnership ("Decoma") which operates the
Miami Arena in which the Panthers currently play.

The Leisure and Recreation Business is comprised of the Company's
ownership, through 2301 SE 17th St. Ltd., a Florida limited partnership ("2301
Ltd."), and Rahn Bahia Mar, Ltd., a Florida limited partnership ("Rahn Ltd."),
respectively, of the Hyatt Regency Pier 66 Hotel ("Pier 66"), a luxury resort
and marina located in Fort Lauderdale, Florida, and Radisson Bahia Mar Resort
and Yachting Center ("Bahia Mar"), a resort and marina located in Fort
Lauderdale, Florida.

SPORTS AND ENTERTAINMENT BUSINESS

Panthers Hockey Operations

The Panthers commenced play in the NHL on October 4, 1993 and, in their
third season, reached the Stanley Cup Finals. The Company's hockey revenue is
primarily derived from (i) the sale of tickets to the Panthers' home games, (ii)
contracts with broadcast organizations and (iii) advertising and promotions. A
substantial portion of the Company's annual revenue from its hockey operations
is determinable at the commencement of each hockey season based on season ticket
sales and contracts with broadcast organizations and sponsors.

The Company intends to capitalize on the increasing popularity of hockey,
in general, and the success achieved by the Panthers during the 1995-96 season,
in particular, by continuing to advertise and market the Panthers, as well as
continuing to enhance the service and entertainment provided at games.

Arena Development and Operations

In June 1996, the Company entered into an agreement (the "Development
Agreement") with Broward County to develop the Broward County Civic Arena, which
will be owned by Broward County. Pursuant to the Development Agreement, Broward
County purchased a 135 acre parcel of land (the "Development Site"), which will
be used primarily for the development of the Facility and also for possible
future ancillary development. Broward County has agreed to provide up to $184.7
million for the development of the Broward County Civic Arena, including the
purchase of the Development Site. See "Risk Factors -- Arena Development and
Operations -- Development of the Broward County Civic Arena" and
"Business -- Arena Development and Operations -- Development of the Broward
County Civic Arena."
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<PAGE> 4

In connection with the development of the Broward County Civic Arena, the
Company entered into a 30-year license agreement (the "License Agreement") and
co-terminus operating agreement (the "Operating Agreement") with Broward County,
pursuant to which the Company will utilize and operate the Broward County Civic
Arena beginning on October 1, 1998, provided that construction is completed on a
timely basis. Under the License Agreement, the Company is entitled to receive
the first $14.0 million of net operating income generated from the Broward
County Civic Arena and 80% (with Broward County receiving 20%) of the net
operating income in excess of $14.0 million. The Company believes that
successful operation of the Broward County Civic Arena will significantly
enhance the Company's total revenue. See "Business -- Arena Development and
Operations."

The Company, through FPIVI, owns and operates Incredible Ice. Incredible
Ice is open to the general public and derives revenue from, among other things,
(i) fees charged to the public for use of the facility for various hockey and
skating programs and open skating sessions, (ii) food and beverage sales and
(iii) retail sales.

In addition, the Company owns approximately 78% of the partnership
interests in Decoma. Decoma derives all of its revenue from its Miami Arena
operations. This revenue is primarily derived from (i) seat use charges imposed
on tickets sold at the Miami Arena, (ii) net operating income and (iii) fixed
and variable operating payments generated from the Miami Arena. See "Risk
Factors -- Litigation Relating to Miami Arena."

LEISURE AND RECREATION BUSINESS

Resorts

On March 4, 1997, the Company completed its acquisition of Pier 66, a Fort
Lauderdale Intracoastal Waterway luxury resort and marina encompassing 23 acres
and consisting of 380 luxury guestrooms, 142 slips, 22,000 square feet of
flexible meeting space and six restaurants and lounges, and Bahia Mar, a resort
and marina encompassing 40 acres and consisting of 297 rooms, four tennis
courts, 20,000 square feet of flexible meeting space and 23,000 square feet of
retail space. Pier 66 and Bahia Mar are currently managed under separate
management agreements, each with a remaining term of approximately three (3)
years.

RECENT DEVELOPMENTS

Private Placement Transaction. On January 30, 1997, the Company issued and
sold 2,460,000 shares of Class A Common Stock in a private placement transaction
(the "Private Placement") at a price of $27.75 per share. The Private Placement
was exempt from registration pursuant to Section 4(2) of the Securities Act and
resulted in net proceeds to the Company of $65,766,550 after deducting placement
agency and advisory fees.

The Company's principal executive offices are located at 100 Northeast
Third Avenue, Second Floor, Fort Lauderdale, Florida 33301 and its telephone
number is (954) 768-1900. The Company was incorporated in Florida on July 3,
1996.
3
<PAGE> 5

THE OFFERING

<TABLE>
<S> <C>
Class A Common Stock Offered................. 6,000,000 shares

Common Stock to be Outstanding after the
Offering
Class A Common Stock(1)................. 23,393,444 shares
Class B Common Stock(2)................. 255,000 shares
-----------------
Total................................. 23,648,444 shares

Nasdaq National Market Symbol................ PUCK
</TABLE>

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

(1) Does not include 2,600,000 shares of Common Stock reserved for issuance
under the Company's stock option plan, of which 905,440 shares are subject
to options at an exercise price equal to $10 per share and 15,000 shares
are subject to options at an exercise price equal to $26 5/8 per share. See
"Management -- Stock Option Plan."
(2) All the outstanding shares of Class B Common Stock are currently owned by
Mr. Huizenga.
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<PAGE> 6

SUMMARY FINANCIAL DATA
(IN THOUSANDS EXCEPT PER SHARE DATA)

The summary financial data set forth below is derived from and should be
read in conjunction with the financial statements of the Company, including the
notes thereto, and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" contained elsewhere in this Prospectus. The summary
financial data as of December 31, 1996 and for the six months ended December 31,
1996 and 1995 are derived from unaudited interim financial statements contained
elsewhere herein. Operating results for the six months ended December 31, 1996
are not necessarily indicative of results that may be expected for the year
ending June 30, 1997.

<TABLE>
<CAPTION>
SIX MONTHS ENDED INCEPTION
DECEMBER 31, FISCAL YEARS ENDED JUNE 30, (DECEMBER 2, 1992)
--------------------- ------------------------------------ THROUGH
1996 1995 1996 1995 1994 JUNE 30, 1993
------- -------- -------- -------- -------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Revenue................... $15,383 $ 13,112 $ 34,087 $ 17,746 $ 21,682 $ --
Cost of Revenue........... 20,048 18,686 44,329 22,779 25,701 768
Amortization and
depreciation............ 1,795 2,730 9,815 6,266 6,444 2
------- -------- -------- -------- -------- ------
Net operating loss........ (6,460) (8,304) (20,057) (11,299) (10,463) (770)
Interest and other, net... (2,339) (2,233) (5,082) (4,087) (2,463) (167)
------- -------- -------- -------- -------- ------
Net loss.................. $(8,799) $(10,537) $(25,139) $(15,386) $(12,926) $ (937)
======= ======== ======== ======== ======== ======
PRO FORMA DATA:
Net loss per share........ $ (1.19)(b) $ (2.00)(a) $ (4.76)(a) $ (2.96)(a) $ (2.93)(a) $(0.21)(a)
Weighted average shares
outstanding............. 7,418(b) 5,276(a) 5,276(a) 5,203(a) 4,405(a) 4,405 (a)
</TABLE>

<TABLE>
<CAPTION>
JUNE 30,
DECEMBER 31, --------------------------------------------
1996 1996 1995 1994 1993
------------ -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total current assets.............. $31,036 $ 3,756 $ 3,408 $ 2,996 $ 9,117
Total current liabilities......... 20,353 67,786 50,292 17,712 15,605
Total assets...................... 73,737 47,760 53,587 49,019 59,669
Long-term obligations............. 3,341 28,277 25,643 45,169 45,000
Shareholders' equity (deficit).... 50,043 (48,303) (22,348) (13,862) (937)
</TABLE>

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

(a) Net loss per share and weighted average shares outstanding are determined
based on the 5,275,678 shares issued in connection with the reorganization
of the Company consummated on November 18, 1996 (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.

(ii) The 870,968 shares issued in exchange for the partnership interests of
the Decoma Entities, as if they had been outstanding since August 6,
1994, the date of their acquisition by Mr. Huizenga.

(b) 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 and (ii) the 7,300,000 shares issued in connection with the
Offerings for the period for which they were actually outstanding.
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<PAGE> 7

RISK FACTORS

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

GENERAL

HISTORY OF LOSSES AND UNCERTAINTY OF FUTURE RESULTS

The Company has not generated any earnings to date and has incurred net
losses of approximately $8.8 million, $25.1 million, $15.4 million, $12.9
million and $937,000 for the six months ended December 31, 1996, the years ended
June 30, 1996, 1995, 1994 and the seven months ended June 30, 1993,
respectively. The Panthers currently play in the Miami Arena, which has a
seating capacity of 14,703, the smallest arena in the NHL. Under the terms of
the Panthers' current lease, the Miami Heat of the National Basketball
Association, as the primary tenant, controls revenue generated from the sale of
suites and a majority of the advertising, limiting the Company's ability to
generate certain revenue which is generally available to other NHL franchises.
In addition, the size of the Miami Arena limits the Company's ability to
generate revenue from the sale of additional tickets. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business -- Hockey Operations -- Miami Arena." It is currently anticipated that
the Panthers will incur net losses which could exceed $20.0 million per annum
while playing at the Miami Arena. In the event the Broward County Civic Arena is
not completed in time for the 1998-99 season, the Company could incur additional
operating losses. There can be no assurance that the Company will ever achieve a
profitable level of operations or that profitability, if achieved, can be
sustained on an ongoing basis. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

NEED FOR ADDITIONAL CAPITAL

The continuing operations of the Company's business may require substantial
capital infusions on a continuing basis. The Company's additional needs for
capital could include extensive capital development with regard to expanding the
Ice Rink Business, as well as cash needed for potential acquisitions. The
Company intends to use the remaining portion of the net proceeds from its
initial public offering and concurrent offering (collectively, the "Offerings"),
the net proceeds from the Private Placement and cash flow from operations to
meet its capital needs. Additional capital needs may require additional
borrowings or the sale of debt or equity securities, or some combination
thereof. In the event the Company cannot generate sufficient cash flow from its
operations, or is unable to borrow or otherwise obtain additional funds to
finance its operations, the Company's financial condition or results of
operations could be adversely affected. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources."

RISKS RELATING TO EXPANSION OF BUSINESS; USES OF EXCESS PROCEEDS

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

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Common Stock (which may include shares of Class B Common Stock) may require
consent of the NHL. There is no assurance that the Company will be able to
obtain such consent from the NHL. See "-- Hockey Operations -- Restrictions on
the Company and Certain of its Shareholders as a Result of League Membership."

CONTROL BY H. WAYNE HUIZENGA; VOTING RIGHTS

The Company has a dual class of common stock, comprised of Class A Common
Stock and Class B Common Stock (collectively, the "Common Stock"). The Company
has issued shares of Class B Common Stock to Mr. Huizenga to satisfy certain
control requirements of the NHL. In accordance with the NHL Constitution and the
Bylaws, a change in the controlling shareholder must be approved by the NHL. As
such, Mr. Huizenga is required to maintain control of the Company unless the NHL
approves the transfer of his controlling interests. See "The National Hockey
League -- Control Requirement." Class A Common Stock and Class B Common Stock
generally vote together on each matter submitted to the shareholders for
approval. Each share of Class A Common Stock is entitled to one vote, and each
share of Class B Common Stock is entitled to 10,000 votes. Consequently, Mr.
Huizenga, as the sole holder (holding 255,000 shares) of the Class B Common
Stock, will be able to control the management and policies of the Company and
the outcome of substantially all of the matters submitted to the shareholders
for approval, including the election of directors. See "Management," "Certain
Transactions" and "Principal Shareholders."

Neither the Company's charter nor its bylaws restrict the transfer of the
Class B Common Stock. Accordingly, subject to the requirements of federal and
state securities laws, the 180 day lock-up agreement with the underwriters in
connection with the Offerings and the approval of the NHL, shares of Class B
Common Stock may be owned by persons other than Mr. Huizenga. As a result,
control of the Company may be transferred by Mr. Huizenga to other persons
without the approval of the holders of Class A Common Stock and Mr. Huizenga may
receive a control premium, which may be significant, in connection with such
sale.

DEPENDENCE ON KEY PERSONNEL

For the foreseeable future, the Company will be materially dependent upon
the services of Mr. Huizenga, the Chairman of the Board, Mr. Richard H. Evans,
President and Chief Operating Officer, and Mr. William A. Torrey, President of
Florida Panthers Hockey Club, Inc. The loss of the services of any of these
individuals could have a material adverse effect on the Company. See
"Management -- Executive Officers and Directors." The Company does not carry key
man life insurance on any of its officers.

SHARES OF CLASS A COMMON STOCK ELIGIBLE FOR FUTURE SALE

As of March 7, 1997, the Company had 23,393,444 shares of Class A Common
Stock outstanding, of which 7,300,000 shares of Class A Common Stock are freely
tradeable without restriction under the Securities Act of 1933, as amended (the
"Securities Act") unless purchased by "affiliates" of the Company, as that term
is defined in Rule 144 under the Securities Act. The remaining 16,093,444 shares
of Class A Common Stock, together with 1,576,000 shares of Class A Common Stock
owned by "affiliates" of the Company, are being registered contemporaneously
herewith for resale. The directors and officers of the Company, including Mr.
Huizenga, have agreed not to sell any shares of Common Stock held by them for a
period of 180 days from November 13, 1996, in connection with the Offerings
without the consent of Donaldson, Lufkin & Jenrette Securities Corporation,
subject to certain exceptions, including pursuant to a loan for which shares of
Class A Common Stock have been pledged as collateral. The Company has registered
under the Securities Act the 2,600,000 shares of Common Stock reserved for
issuance under the Company's Stock Option Plan (the "Stock Option Plan"). The
6,000,000 shares of Class A Common Stock being registered hereunder 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. 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

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shares of Class A Common Stock in the public market could adversely affect the
market price of the Class A Common Stock and could impair the Company's future
ability to raise capital through an offering of equity securities. See "Shares
Eligible for Future Sale."

POSSIBLE VOLATILITY OF STOCK PRICE

The trading price of the Company's Class A Common Stock could be subject to
significant fluctuations in response to variations in quarterly results and
other factors. In addition, in recent years the stock market has experienced
extreme price fluctuations which have often been unrelated to the operating
performance of affected companies.

ABSENCE OF DIVIDENDS

The Company does not intend to pay any cash dividends with respect to its
Common Stock in the foreseeable future. Furthermore, the Company's ability to
declare or pay dividends on its Common Stock is limited by the provisions of the
NHL Bylaws and is expected to be limited by the terms of its new credit
facility. See "Dividend Policy" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources."

SPORTS AND ENTERTAINMENT BUSINESS

COMPETITION

The Panthers compete for sports entertainment dollars not only with other
major league sports, but also with college athletics and other sports-related
entertainment. During parts of the hockey season, the Panthers experience
competition from professional basketball (the Miami Heat), professional football
(the Miami Dolphins) and professional baseball (the Florida Marlins). Mr.
Huizenga 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.

DEPENDENCE ON COMPETITIVE SUCCESS OF THE PANTHERS

The financial results of the Company are expected to depend in part on the
Panthers continuing to achieve success in the NHL. By achieving and maintaining
success, the Panthers expect to generate greater fan enthusiasm, resulting in
higher ticket sales throughout the regular season and capturing greater shares
of the local television and radio audience. Furthermore, any participation in
the playoffs will provide the Panthers with additional revenue from sales of
tickets for home playoff games and from broadcasts of playoff games under local
media contracts. Conversely, revenue could be adversely affected by a poor
performance by the Panthers. There can be no assurance that the Panthers will
perform well or qualify for the playoffs.

UNCERTAINTIES OF INCREASES IN PLAYERS' SALARIES

Players' salaries in the NHL have increased significantly over the last two
seasons. The aggregate Panthers players' salaries nearly doubled from
approximately $10.2 million during the 1993-94 season to approximately $20.1
million during the 1995-96 season. In comparison, average aggregate players'
salaries for NHL teams have increased 48% from approximately $14.3 million
during the 1993-94 season to approximately $21.2 million during the 1995-96
season. The NHL Collective Bargaining Agreement is designed, in part, to control
the 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.

LITIGATION RELATING TO MIAMI ARENA

On June 17, 1996, the Miami Sports and Exhibition Authority ("MSEA" or the
"Plaintiff") filed a lawsuit against, among others, Mr. Huizenga, Mr. Richard C.
Rochon, a director of the Company, the

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<PAGE> 10

Panthers, Decoma, Arena Development and Arena Operator (collectively, the
"Defendants") in the United States District Court of the Southern District of
Florida. The suit alleges that the Defendants have conspired to restrain trade
in the South Florida sports and entertainment facility market by monopolizing or
attempting to monopolize such market in violation of federal antitrust laws. The
Plaintiff seeks, among other things, to (i) nullify certain provisions of the
Miami Arena Contract, dated as of December 13, 1990 (the "Miami Arena
Contract"), by and between Decoma and MSEA, specifically provisions restricting
MSEA from developing a new state-of-the-art arena in Miami (the "New Arena"),
and (ii) force the Defendants to divest their control over the Miami Arena and
the Broward County Civic Arena. In addition, the Plaintiff seeks treble damages
as well as reimbursement for reasonable attorneys' fees and costs. The
Defendants believe that the suit is without merit and intend to vigorously
defend against this suit. An unfavorable outcome of this litigation may have a
material adverse effect on the Company's financial condition or results of
operations.

UNCERTAINTY REGARDING AVAILABILITY AND OCCUPANCY OF MIAMI ARENA

In May 1996, the Company entered into an amendment to the lease for the
Miami Arena (the "Lease Amendment"), extending the term of the lease (which was
scheduled to expire at the end of the 1995-96 season) to July 31, 1998, with two
one-year options for the 1998-99 season and the 1999-2000 season. The Lease
Amendment contained substantially the same economic terms as the existing Miami
Arena lease and was subject to the approval of MSEA, which approval, according
to the Miami Arena lease, could not be unreasonably withheld. In June 1996, MSEA
rejected the Lease Amendment and demanded that the Panthers vacate the Miami
Arena. Subsequently, the Company sought and obtained a preliminary injunction
enjoining MSEA from taking actions to prevent the Panthers from utilizing the
Miami Arena pursuant to the Lease Amendment. The Panthers are, therefore,
currently playing their home games at the Miami Arena. MSEA has recently
appealed the decision rendered by the court. Although the Company believes that
MSEA will not prevail in its appeal, if MSEA is successful, the Company may need
to find and enter into a lease for an alternative playing site, which may be
outside South Florida, until such time as the Broward County Civic Arena is
completed. In the event the Panthers are required to play outside South Florida,
the Company may incur additional operating costs (including travel costs) and
generate less revenue as a result of playing outside its local market. There can
be no assurance that the Company will be able to find and enter into a lease for
an alternative playing site or that the use of such alternative playing site
will not adversely affect the Company's financial condition or results of
operations.

The Company owns approximately 78% of the partnership interests in Decoma,
which derives all of its revenue from its Miami Arena operations. The City of
Miami recently announced that it intends to build the New Arena which will be
utilized by the Miami Heat. In the event that the New Arena is completed and
upon completion of the Broward County Civic Arena, the Miami Arena will not have
a base tenant and will compete with these new facilities for the rights to host
various events, including sports events and concerts. Decoma revenues for the
six months ended December 31, 1996 and the year ended June 30, 1996 directly
attributable to the Panthers and Miami Heat were approximately $190,000 and
$130,000, and $500,000 and $380,000, respectively. Management plans to seek
other tenants to offset reduced revenues resulting from the potential loss of
the Miami Arena's base tenants. There can be no assurance that the Miami Arena
can successfully compete with the New Arena and the Broward County Civic Arena.
In the event the Miami Arena is unable to attract the various sports and
non-sports events, the results of operations of Decoma will be adversely
affected.

DEPENDENCE ON TALENTED PLAYERS

The success of the Panthers will depend, in part, upon their ability to
retain and attract talented players. The Panthers compete with other NHL and
non-NHL hockey teams for available players. There can be no assurance that the
Panthers will be able to retain players upon expiration of their contracts or
identify and obtain new players of adequate talent to replace players who retire
or are injured, traded or released. Even if the Panthers are able to retain or
obtain players who have had successful college or professional careers, there
can be no assurance of their quality of performance for the Panthers.

9
<PAGE> 11

ABSENCE OF INSURANCE; RISK OF INJURIES

Player contracts generally provide that a player is entitled to receive his
salary even if, as a result of injuries sustained from hockey-related activities
during the course of his employment, he is unable to play. These salaries
represent significant financial commitments of the Panthers. Disability
insurance for NHL players (which provides for up to 80% of salary reimbursement
after 30 consecutive regular season games are missed) is costly to maintain, and
the Panthers carry it only for certain highly compensated players. In the event
an injured player is not insured or insurance does not cover the entire amount
of the injured player's salary, the Company may be obligated to pay all or a
portion, as the case may be, of the injured player's salary. In addition, the
Company would be required to pay the salary of a player who replaces the injured
player. To the extent that financial results of the Company are dependent on the
Panthers' competitive success (as discussed above), the likelihood of achieving
such success is substantially reduced by serious injuries to key players. There
can be no assurance that key players for the Panthers will not sustain serious
injuries during any given season.

SEASONALITY OF HOCKEY OPERATIONS

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

UNCERTAINTIES RELATING TO LABOR RELATIONS IN PROFESSIONAL SPORTS

During the 1994-95 season, the NHL experienced labor relations difficulties
in the form of a player lock-out in a dispute over its collective bargaining
agreement, which adversely affected the Company's results of operations. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." The NHL and the NHL Players' Association entered into a new
seven-year collective bargaining agreement (the "NHL Collective Bargaining
Agreement") on August 11, 1995 that took retroactive effect as of September 16,
1993. There can be no assurance that the NHL will not experience labor relations
difficulties in the future which could have a material adverse effect on the
Company's financial condition or results of operations. See "The National Hockey
League -- Collective Bargaining Agreement."

RESTRICTIONS ON THE COMPANY AND CERTAIN OF ITS SHAREHOLDERS AS A RESULT OF
LEAGUE MEMBERSHIP

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. The success
of the NHL and its members depends in part on the competitiveness of the teams
in the NHL and their ability to maintain fiscally sound franchises. Certain NHL
franchises have at times encountered financial difficulties, and there can be no
assurance that the NHL and its respective franchises will continue to be able to
operate on a fiscally stable and effective basis. 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. Any change to
the rules, regulations and agreements adopted by the NHL will be binding upon
the Panthers and their personnel, regardless of whether the Panthers agree or
disagree with such changes, and it is possible that any such change could
adversely affect the Panthers.

The Commissioner of the NHL (the "Commissioner") has the exclusive power to
interpret the Constitution, Bylaws, rules and regulations of the NHL, and his
interpretations are final and binding on the members of the NHL. In addition, a
member of the NHL is precluded from resorting to the courts to enforce or
maintain rights or claims against any other member. All disputes must be
submitted to the Commissioner for his determination, and such determination,
when rendered, is final and binding. See "The National Hockey
League -- Governance."

10
<PAGE> 12

of persons holding a 5% or more interest in the Company, and each acquisition of
shares of Class A Common Stock which will result in a person or a group of
persons holding any multiple of a 5% interest, will require the prior approval
of the NHL, which may be granted or withheld in the sole discretion of the NHL.
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 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
expenses of the NHL's investigation must be paid by the prospective purchaser,
whether or not its application is approved. If and when a prospective purchaser
receives the NHL's consent to acquire a 5% or more interest in the Company, such
prospective purchaser will be required to acknowledge that the purchaser shall
be bound by the applicable provisions of the NHL Constitution and Bylaws.

In addition, no person who directly or indirectly owns any interest in a
privately-held NHL team, or a 5% or more interest in any other publicly-held NHL
team, may own, directly or indirectly, a 5% or more interest in the Company,
without the prior approval of the NHL. The NHL Constitution and Bylaws also
contain provisions which would prohibit an owner of a 5% or more interest in the
Company from engaging in certain activities, such as wagering on any game in
which an NHL team participates. NHL players and referees and employees of the
NHL and its member clubs (other than the Company) are not eligible to purchase
or hold Common Stock. The NHL could in the future adopt different or additional
restrictions which could adversely affect the shareholders.

Furthermore, the grant of a security interest in any of the assets of the
Panthers, or any direct or indirect ownership interest in the Company, of 5% or
more, shall require the prior approval of the NHL, which may be withheld in the
NHL's sole discretion and, in that connection, the NHL will require a consent
agreement satisfactory to the NHL. 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 shareholder) under certain
circumstances, including upon an event of default or foreclosure. These
limitations may adversely affect the rights of the club (or shareholder) under
certain circumstances.

Failure by a holder of a 5% or more interest to comply with these
restrictions may result in a forced sale of such holder's interest in the
Company or the repurchase of such interests by the Company. The Company's
Articles of Incorporation provide that the Company may redeem, at the lower of
fair market value or cost, shares held by any person or entity who becomes the
owner of 5% or more of the Company's shares without the approval of the NHL.
These restrictions will be contained in a legend on each certificate issued
evidencing shares of Class A Common Stock.

Neither the NHL, any of its affiliates or members nor any of their
respective officers, employees or representatives, other than the Company, has
reviewed in advance the information being provided in this Prospectus or
elsewhere to potential investors in connection with the Offerings, or assumes
any responsibility for the accuracy of any representations made by the Company
to any potential investors.

POSSIBILITY OF INCREASED COMPETITION AS A RESULT OF NHL EXPANSION

It is currently anticipated that the NHL may grant additional franchises
within the next five years. While such expansion affords the NHL the opportunity
to expand into new markets, it also increases the competition for talented
players among the NHL teams. In the event the NHL expands, the expansion teams
are permitted to select in an expansion draft certain unprotected players
playing for the various NHL teams. There can be no assurance that the Panthers
will be able to retain all of their key players in the event of an expansion
draft or that the rules regarding the expansion draft will not change to the
detriment of the Company. In addition, to the extent the NHL teams share equally
in the revenue generated from national

11
<PAGE> 13

television contracts and sale of NHL merchandise, the Company may receive less
revenue from the NHL as the result of the league expansion.

UNCERTAINTIES REGARDING RENEWAL OF MEDIA CONTRACTS

Prior to the commencement of the 1994-95 season, the NHL entered into a
new, seven-year $275.0 million television contract (the "Fox Contract") with Fox
Broadcasting Co. ("Fox") and extended its existing contract with ESPN, Inc.
("ESPN") through the end of the 1998-99 season (pursuant to which ESPN agreed to
pay the NHL approximately $65.0 million) for the national broadcast of certain
games in the U.S. Under the Fox Contract, Fox may choose to terminate the
contract after five years. In addition, the NHL also renewed its contract with
Molson Breweries of Canada Limited ("Molson") for the national broadcast of
certain NHL games in Canada. A percentage of the revenue generated from such
contracts is divided equally among the members of the NHL. For the year ended
June 30, 1996, this revenue constituted approximately 8% of the Company's total
revenue. There can be no assurance that Fox, after the initial five-year period,
will choose to continue its contract with the NHL or that the NHL, upon
expiration of its contracts with each of Fox, ESPN and Molson, will be able to
enter into new agreements on terms as favorable as those in the current
contracts.

In August 1996, the Company entered into a letter of intent (the
"SportsChannel Letter of Intent") with SportsChannel Florida Associates, a
Florida limited partnership which is 50% owned by Mr. Huizenga ("SportsChannel
Florida"), for the proposed local broadcast (other than radio broadcast) of the
Panthers' pre-season, regular season and certain post-season games during the
1996-97 hockey season. See "Certain Transactions." Although the Panthers' games
are currently being broadcast pursuant to the SportsChannel Letter of Intent,
there can be no assurance that the Company and SportsChannel Florida will enter
into a comparable arrangement for the 1997-98 hockey season.

In addition, in August 1996, the Company entered into a letter of intent
(the "Sunshine Letter of Intent") with Sunshine Wireless Company, Inc.
("Sunshine"), for the proposed local radio broadcast of all the Panthers games
during the 1996-97 hockey season. Although the Panthers' games are currently
being broadcast pursuant to the Sunshine Letter of Intent, there can be no
assurance that the Company and Sunshine will enter into a comparable arrangement
for the 1997-98 hockey season.

DEVELOPMENT OF THE BROWARD COUNTY CIVIC ARENA

The Company recently entered into the Development Agreement, pursuant to
which the Company will develop the Broward County Civic Arena. Construction
projects, such as the development of a new civic center, 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. There can be no assurance that the Company can
successfully develop the Broward County Civic Arena or that costs associated
with the development of the Facility will not exceed the $184.7 million to be
provided by Broward County. Under the Development Agreement, the Company will be
responsible for all costs relating to the development of the Broward County
Civic Arena in excess of $184.7 million. See "Business -- Arena Development and
Operations -- Development of the Broward County Civic Arena." Although the
Company anticipates that the Broward County Civic Arena will be completed in
time for the 1998-99 season, there can be no assurance that the Facility will be
completed within the contemplated time frame.

In addition, on January 9, 1997, a lawsuit was filed by Arena Development,
seeking a determination as to the applicability of Broward County's Prevailing
Wage Ordinance to the construction of the Broward County Civic 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

12
<PAGE> 14

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 judgement 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 has not yet determined whether or not to pursue an appeal. An
unfavorable outcome of this suit may require the Company to incur additional
costs up to $7,500,000.

OPERATION OF THE BROWARD COUNTY CIVIC ARENA

In June 1996, the Company entered into the License Agreement and the
Operating Agreement pursuant to which the Company will utilize and operate the
Broward County Civic Arena. In connection therewith, Broward County will receive
revenue (the "County Preferred Revenue") from the operations of the Broward
County Civic Arena. See "Business -- Arena Development and
Operations -- Operation of the Broward County Civic Arena." The Company has
provided Broward County a guaranty pursuant to which the Company will be
obligated to pay Broward County any deficiency in the County Preferred Revenue
(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. In the event such
revenue is not sufficient to provide Broward County with the County Preferred
Revenue, the Company will be required to meet its County Preferred Revenue
Obligation. There can be no assurance that the revenue generated from Broward
County Civic Arena will be sufficient to meet the Company's obligations to
Broward County.

LEISURE AND RECREATION BUSINESS

Upon the acquisition of the ownership interests in Pier 66 and Bahia Mar,
the Company became subject to the following additional risk factors.

OPERATING RISKS

Pier 66 and Bahia Mar (collectively, the "Resort Facilities") are subject
to all operating risks common to the resort and hotel industry. These risks
include, among other things, over-building in the resort and hotel industry
which adversely affects rates charged by the Resort Facilities; increases in
operating costs due to inflation and other factors; dependence on tourism and
weather conditions; increases in energy costs and other expenses of travel; and
adverse effects of general and local economic conditions. Any of these factors
could have a material adverse effect on the Company's financial condition or
results of operations.

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 supply and availability of alternative resort and
hotel operations in local markets. Each of the Resort Facilities compete with a
number of competitors. The number of competitive resort and hotel facilities in
each of the Resort Facilities' respective markets could have a material adverse
effect on the levels of occupancy and average room rates of each of the Resort
Facilities. Further, there can be no assurance that new or existing competitors
will not significantly reduce their rates or offer greater convenience, services
or amenities or significantly expand, improve or develop facilities in the
markets in which the Resort Facilities compete, thereby adversely affecting the
Company's resort and hotel operations.

CAPITAL EXPENDITURES

The Resort Facilities have an ongoing need for routine renovations and
other capital improvements, including periodic replacement of furniture,
fixtures and equipment. The cost of such capital improvements could have a
material adverse effect on the Company's financial condition. In addition, the
Resort Facilities

13
<PAGE> 15

may require non-routine renovations in the future. Such renovations involve
certain risks, including the possibility of environmental problems, the
possibility that the Company will not have available cash to fund renovations or
that financing for renovations will not be available on favorable terms,
uncertainties as to market demand or deterioration in market demand after
commencement of renovation and the emergence of unanticipated competition from
resorts and hotels and alternative lodging facilities.

ENVIRONMENTAL MATTERS

The Company's operating costs may be affected by the obligation to pay for
the cost of complying with existing environmental laws, ordinances and
regulations, as well as the cost of future legislation. Under various federal,
state and local environmental laws, ordinances and regulations, a current or
previous owner or operator of real property may be liable for the costs of
removal or remediation of hazardous or toxic substances on, under or in such
property. Such laws often impose liability whether or not the owner or operator
knew of, or was responsible for, the presence of such hazardous or toxic
substances. In addition, the presence of contamination from hazardous or toxic
substances, or the failure to properly remediate such contaminated property, may
adversely affect the owner's ability to use or sell such real property or borrow
using such real property as collateral. Persons who arrange for the disposal or
treatment of hazardous or toxic substances also may be liable for the costs of
removal or remediation of such substances at the disposal or treatment facility,
whether or not such facility is or ever was owned or operated by such person.
Certain environmental laws and common-law principles could be used to impose
liability for releases of hazardous materials, including asbestos-containing
materials ("ACMs"), into the environment, and third parties may seek recovery
from owners or operators of real properties for personal injury associated with
exposure to released ACMs or other hazardous materials. Environmental laws also
may impose restrictions on the manner in which property may be used or
transferred or in which businesses may be operated, and these restrictions may
require expenditures. In connection with the ownership of its properties, the
Company may be potentially liable for any such costs. The costs of defending
against claims of liability or remediating contaminated property and the cost of
complying with environmental laws could have a material adverse effect on the
Company's financial condition and results of operations.

PROPERTY TAX AND INSURANCE FLUCTUATIONS

Each of the Resort Facilities is subject to real property taxes. Real
property taxes may increase or decrease as property tax rates change and as the
Resort Facilities are assessed or reassessed by taxing authorities. In addition,
each of the Resort Facilities is covered by property and casualty insurance.
Property and casualty insurance rates may increase depending upon claims
experience, insurance market conditions and the replacement value of the Resort
Facilities. Significant increase in the tax rate, the amount assessed by the
taxing authority or casualty insurance rate could have an adverse effect on the
Company's results of operations.

SEASONALITY OF THE RESORT BUSINESS; ADVERSE WEATHER

The business of the Resort Facilities is generally seasonal. The Resort
Facilities, both of which are located in Fort Lauderdale, 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. In addition, South Florida is
subject to tropical weather and storms which, if severe (as in the case of a
hurricane), can interrupt the normal operations of the Resort Facilities and
affect tourism.

LOSSES IN EXCESS OF INSURANCE COVERAGE

The Company intends to maintain 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, such as hurricanes, earthquakes and floods, that may be
uninsurable or not economically insurable. The Company will use its discretion
in determining amounts, coverage limits and deductibility provisions of

14
<PAGE> 16

insurance, with a view to obtaining appropriate insurance on the Resort
Facilities at a reasonable cost and on suitable terms. This may result in
insurance coverage that in the event of a loss would not be sufficient to pay
the full current market value or current replacement value of the Company's lost
investment and the insurance proceeds received by the Company might not be
adequate to restore its economic position with respect to such Resort
Facilities.

PRICE RANGE OF CLASS A COMMON STOCK

The Class A Common Stock began trading on The Nasdaq National Market on
November 13, 1996. The range of the high and low closing prices of the Class A
Common Stock for the period from November 13, 1996 to December 31, 1996 was $19
to $10 per share, and for the period from January 1, 1997 to March 6, 1997, the
range of high and low closing prices of the Class A Common Stock was $32 1/8 to
$16 5/8 per share. On March 6, 1997, the last reported sales price of the Class
A Common Stock was $26 7/8. There were approximately 6,876 record holders of the
Class A Common Stock at March 7, 1997.

DIVIDEND POLICY

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

15
<PAGE> 17

SELECTED FINANCIAL DATA OF THE COMPANY
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The following information has been derived from the financial statements of
the Company. The financial statements of the Company as of and for the periods
ended June 30, 1996, 1995, 1994 and 1993 have been audited by Arthur Andersen
LLP, independent certified public accountants. The audited financial statements
as of June 30, 1996 and 1995 and for the three years ended June 30, 1996 are
included elsewhere herein. The selected financial data as of December 31, 1996
and for the six months ended December 31, 1996 and 1995 are derived from
unaudited interim financial statements contained elsewhere herein. The financial
data provided below do not reflect the purchase of the Resort Facilities (the
"Resort Facilities Acquisition"), which is reflected elsewhere in this
Prospectus. Operating results for the six months ended December 31, 1996 are not
necessarily indicative of results that may be expected for the year ending June
30, 1997. 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 of the Company."

<TABLE>
<CAPTION>
SIX MONTHS ENDED INCEPTION
DECEMBER 31, FISCAL YEARS ENDED JUNE 30, (DECEMBER 2, 1992)
-------------------- ---------------------------------- THROUGH JUNE 30,
1996 1995 1996 1995 1994 1993
------- -------- -------- -------- -------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Revenue.............. $15,383 $ 13,112 $ 34,087 $ 17,746 $ 21,682 $ --
Cost of Revenue...... 20,048 18,686 44,329 22,779 25,701 768
Amortization and
depreciation....... 1,795 2,730 9,815 6,266 6,444 2
------- -------- -------- -------- -------- ------
Net operating loss... (6,460) (8,304) (20,057) (11,299) (10,463) (770)
Interest and other,
net................ (2,339) (2,233) (5,082) (4,087) (2,463) (167)
------- -------- -------- -------- -------- ------
Net loss............. $(8,799) $(10,537) $(25,139) $(15,386) $(12,926) $ (937)
======= ======== ======== ======== ======== ======
PRO FORMA DATA:
Net loss per share... $ (1.19)(b) $ (2.00)(a) $ (4.76)(a) $ (2.96)(a) $ (2.93)(a) $(0.21)(a)
Weighted average
shares
outstanding........ 7,418 (b) 5,276 (a) 5,276 (a) 5,203 (a) 4,405 (a) 4,405 (a)
</TABLE>

<TABLE>
<CAPTION>
JUNE 30,
DECEMBER 31, --------------------------------------------
1996 1996 1995 1994 1993
------------ -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Total current assets.............. $31,036 $ 3,756 $ 3,408 $ 2,996 $ 9,117
Total current liabilities......... 20,353 67,786 50,292 17,712 15,605
Total assets...................... 73,737 47,760 53,587 49,019 59,669
Long-term obligations............. 3,341 28,277 25,643 45,169 45,000
Shareholders' equity (deficit).... 50,043 (48,303) (22,348) (13,862) (937)
</TABLE>

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

(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.

(ii) The 870,968 shares issued in exchange for the partnership interests of
the Decoma Entities, as if they had been outstanding since August 6,
1994, the date of their acquisition by Mr. Huizenga.

16
<PAGE> 18

SELECTED FINANCIAL DATA OF 2301 LTD.
(IN THOUSANDS)

The following information has been derived from the audited financial
statements of 2301 Ltd. The financial statements of 2301 Ltd. as of and for the
periods ended December 31, 1995, 1994 and 1993 have been audited by KPMG Peat
Marwick LLP, independent certified public accountants. The financial statements
of 2301 Ltd. as of and for the year ended December 31, 1996 have been audited by
Arthur Andersen LLP, independent certified public accountants. The audited
financial statements as of December 31, 1996 and 1995 and for the three years
ended December 31, 1996 are included elsewhere herein. 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 of 2301
Ltd."

<TABLE>
<CAPTION>
INCEPTION
FISCAL YEARS ENDED (JUNE 29, 1993)
DECEMBER 31, THROUGH
----------------------------- DECEMBER 31,
1996 1995 1994 1993
------- ------- ------- ----------------
<S> <C> <C> <C> <C>
Statement of Operations Data:

Revenue:
Rooms..................................... $12,886 $11,778 $ 9,784 $ 3,325
Yachting and marina service............... 3,613 3,186 3,158 1,261
Food, beverage and banquets............... 8,757 8,152 6,890 2,955
Telephone, retail and other............... 2,467 2,517 2,101 728
------- ------- ------- -------
Total revenue..................... 27,723 25,633 21,933 8,269
Cost of Revenue:
Rooms..................................... 2,802 2,659 2,444 1,171
Yachting and marina service............... 1,199 984 870 357
Food, beverage and banquets............... 6,544 6,273 5,670 2,762
Telephone, retail and other............... 1,098 1,121 1,082 443
Selling, general & administrative......... 3,390 3,489 3,020 1,602
Property maintenance and energy costs..... 2,724 2,535 2,424 1,390
Royalty fees, property taxes, etc......... 1,934 1,705 1,664 886
------- ------- ------- -------
Total cost of revenue............. 19,691 18,766 17,174 8,611
Amortization and depreciation............... 1,676 1,566 1,428 541
------- ------- ------- -------
Operating income (loss)..................... 6,356 5,301 3,331 (883)
------- ------- ------- -------
Interest and other, net..................... (2,201) (2,313) (2,060) (988)
------- ------- ------- -------
Net income (loss)........................... $ 4,155 $ 2,988 $ 1,271 $(1,871)
======= ======= ======= =======
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------------
1996 1995 1994 1993
------- ------- ------- -------
<S> <C> <C> <C> <C>
Balance Sheet Data:
Total current assets................................ $ 7,407 $ 7,280 $ 4,981 $ 3,937
Total current liabilities........................... 2,109 2,804 2,134 3,216
Total assets........................................ 36,193 36,714 35,069 34,394
Long-term obligations............................... 25,742 25,522 25,035 23,549
Partners' equity.................................... 8,342 8,388 7,900 7,629
</TABLE>

17
<PAGE> 19

SELECTED FINANCIAL DATA OF RAHN LTD.
(IN THOUSANDS)

The following information has been derived from the audited Financial
Statements of Rahn Ltd. The Financial Statements of Rahn Ltd. as of and for the
periods ended December 31, 1996, 1995 and 1994 have been audited by Arthur
Andersen LLP, independent certified public accountants. The audited financial
statements as of December 31, 1996 and 1995 and for the two years ended December
31, 1996 and for the period from inception (June 28, 1994) to December 31, 1994
are included elsewhere herein. 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 of Rahn Ltd."

<TABLE>
<CAPTION>
FISCAL YEARS ENDED
DECEMBER 31, PERIOD FROM INCEPTION
------------------ (JUNE 28, 1994) TO
1996 1995 DECEMBER 31, 1994
------- ------- ---------------------
<S> <C> <C> <C>
Statement of Operations Data:

Revenue:
Rooms........................................... $ 6,881 $ 5,338 $1,421
Yachting and marina service..................... 3,871 4,213 1,996
Food, beverage and banquets..................... 2,687 1,782 621
Telephone, retail and other..................... 2,571 2,136 672
------- ------- -------
Total revenue........................... 16,010 13,469 4,710
Cost of Revenue:
Rooms........................................... 1,499 1,295 573
Yachting and marina service..................... 766 996 536
Food, beverage and banquets..................... 2,105 1,593 758
Telephone, retail and other..................... 1,126 1,060 399
Selling, general & administrative............... 1,790 1,760 671
Property maintenance and energy costs........... 1,406 1,286 760
Royalty fees, property taxes, etc............... 1,882 1,852 746
------- ------- -------
Total cost of revenue................... 10,574 9,842 4,443
Amortization and depreciation..................... 1,971 1,849 593
------- ------- -------
Operating income (loss)........................... 3,465 1,778 (326)
------- ------- -------
Interest and other, net........................... (1,307) (1,399) (426)
------- ------- -------
Net income (loss)................................. $ 2,158 $ 379 $ (752)
======= ======= =======
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
Balance Sheet Data:
Total current assets........................................ $ 3,527 $ 1,836 $ 1,718
Total current liabilities................................... 16,841 2,007 3,140
Total assets................................................ 32,626 32,129 30,040
Long-term obligations....................................... -- 15,495 12,651
Partners' equity............................................ 15,785 14,627 14,248
</TABLE>

18
<PAGE> 20

SELECTED UNAUDITED PRO FORMA FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The following unaudited pro forma financial data for the six months ended
December 31, 1996 and the year ended June 30, 1996 give effect to the issuance
of 8,400,000 shares of the Class A Common Stock in connection with the Resort
Facilities Acquisition and the issuance of 2,460,000 shares of Class A Common
Stocks in connection with the Private Placement, in the aggregate, as if the
Resort Facilities Acquisition occurred at the beginning of the periods presented
for results of operations data and as if the Resort Facilities Acquisition and
the Private Placement occurred as of the balance sheet date for balance sheet
data. The selected unaudited pro forma financial data was derived from, and
should be read in conjunction with, the unaudited pro forma financial statements
and the notes thereto appearing elsewhere in this Prospectus. The unaudited pro
forma data is not necessarily indicative of the combined results of operations
or financial position that would have occurred if the Resort Facilities
Acquisition had occurred at the beginning of the periods presented nor are they
necessarily indicative of future operating results.

<TABLE>
<CAPTION>
SIX SIX FISCAL FISCAL
MONTHS MONTHS YEAR YEAR
ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, JUNE 30, JUNE 30,
1996 1996 1996 1996
------------ ------------ -------- ---------
ACTUAL PRO FORMA ACTUAL PRO FORMA
<S> <C> <C> <C> <C>
Revenue............................... $15,383 $34,817 $ 34,087 $ 75,234
Cost of revenue....................... 20,048 34,619 44,329 73,738
Amortization and depreciation......... 1,795 4,371 9,815 14,816
------- ------- -------- --------
Net operating loss.................... (6,460) (4,173) (20,057) (13,320)
Interest and other, net............... (2,339) (1,985) (5,082) (3,691)
------- ------- -------- --------
Net loss.............................. $(8,799) $(6,158) $(25,139) $(17,011)
======= ======= ======== ========
PRO FORMA DATA:
Net loss per share.................... $ (1.19)(d) $ (.32)(c) $ (4.76)(a) $ (.92)(b)
Weighted average shares outstanding... 7,418(d) 19,237(c) 5,276 (a) 18,514 (b)
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, 1996
--------------------
PRO
ACTUAL FORMA
--------- --------
<S> <C> <C>
Balance Sheet Data:
Total current assets............................... $ 31,036 $ 98,013
Total current liabilities.......................... 20,353 35,848
Total assets....................................... 73,737 260,890
Long-term obligations.............................. 3,341 29,083
Shareholders' equity............................... 50,043 195,959
</TABLE>

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

(a) 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 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 (i) 5,275,678 shares issued in connection with the
Reorganization, (ii) 4,838,710 shares (of the 7,300,000 shares offered in
the Offerings) issued to repay the Company's outstanding indebtedness and
(iii) 8,400,000 shares issued in connection with the Resort Facilities
Acquisition, as if they had been outstanding for the entire period
presented.
(c) 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 offered in the Offerings) issued to repay the Company's
outstanding indebtedness as if they had been outstanding for the period
prior to the Offerings, (iii) 7,300,000 shares issued in connection with the
Offerings for the period for which they were outstanding and (iv) 8,400,000
shares issued in connection with the Resort Facilities Acquisition as if the
shares had been outstanding for the entire period presented.
(d) 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 and (ii) 7,300,000
shares issued in connection with the Offerings for the period for which
they were outstanding.

19
<PAGE> 21

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

Certain of the data contained herein may include forward-looking
information and actual results could differ from that set forth below. The
following discussion should be read in conjunction with the unaudited condensed
consolidated financial statements and notes thereto included elsewhere herein.
In addition, reference should be made to the audited consolidated financial
statements and notes thereto and related Management's Discussion and Analysis of
Financial Condition and Results of Operations included elsewhere herein.

The historical selected financial data of the Company included herein
include the financial position and results of operations of Decoma Investment,
Inc. I ("Decoma I") and Decoma Investment, Inc. II ("Decoma II"), which Mr.
Huizenga acquired in August of 1994; however such historical selected financial
data do not incorporate the Resort Facilities Acquisition. 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, and,
accordingly, the Company's historical balance sheets, statements of operations,
statements of shareholders' equity and statements of cash flows have been
presented as if the Company were combined with Decoma I and Decoma II
(collectively, the "Decoma Entities") as of the date Mr. Huizenga acquired the
Decoma Entities.

OVERVIEW

Florida Panthers Hockey Club, Ltd., ("Panthers Ltd.") now a 100% subsidiary
of the Company, was formed in December 1992 to own and operate the Panthers. In
April 1993, the NHL awarded Panthers Ltd. a hockey franchise, and the Panthers
commenced play in the NHL in October 1993. The Company currently derives its
hockey-related revenue from (i) the sale of tickets to home games, (ii)
contracts with broadcast organizations and (iii) advertising and promotion. A
large portion of Panthers Ltd.'s annual revenue and operating expenses is
determinable at the commencement of each hockey season based on season ticket
sales and the Panthers' multi-year contracts with its players, broadcast
organizations and sponsors.

Additionally, the Company owns Arena Development, a Florida limited
partnership formed for the purpose of developing the Broward County Civic Arena,
and Arena Operator, a Florida limited partnership formed for the purpose of
managing and operating the Broward County Civic Arena. Through its ownership of
the Decoma Entities, the Company also owns approximately 78% of the partnership
interests in Decoma, a Florida limited partnership which operates the Miami
Arena in which the Panthers currently play.

The operations of Panthers Ltd. are seasonal. Panthers Ltd. receives a
substantial portion of its 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.

During the seven month period from inception on December 2, 1992 through
June 30, 1993, Panthers Ltd. did not realize revenue or incur expenses from
hockey operations. Panthers Ltd. incurred approximately $770,000 of various
general and administrative start-up costs during such seven month period.

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, and the results of operations for the
year ended June 30, 1995 reflect the reduced number of games played.

During the 1995-96 season, the Panthers participated in all four rounds of
the Stanley Cup playoffs (playing in 22 playoff games) and derived additional
revenue and incurred additional expenses as a result of their participation in
the playoffs.

The Company incurred net losses of approximately $8.8 million, $25.1
million, $15.4 million and $12.9 million during the six month period ended
December 31, 1996 and the years ended June 30, 1996, 1995 and 1994,
respectively. Such net losses were primarily a result of Panthers Ltd. having
entered into an unfavorable

20
<PAGE> 22

lease with the Miami Arena which does not provide Panthers Ltd. with certain
sources of revenue, including revenue from the sale of suites and parking and a
majority of the advertising space, which are generally available to other hockey
franchises. The Miami Arena, with a seating capacity of 14,703, is currently the
smallest arena in the NHL. These seating limitations have precluded Panthers
Ltd. from receiving additional revenue from the sale of additional tickets. In
addition, Panthers Ltd.'s net losses were abnormally high due to the
amortization of the original franchise cost totaling approximately $9.1 million,
$5.7 million and $6.2 million for the years ended June 30, 1996, 1995 and 1994.
Approximately $25.7 million of the Panthers' original franchise cost was
allocated to player contracts and is being amortized over approximately six
years, of which $20.3 million had been amortized as of December 31, 1996. The
remaining $24.3 million of the original franchise cost is being amortized over
40 years. Interest expense incurred during the six month period ending December
31, 1996 and the three years ended June 30, 1996, 1995, 1994 were approximately
$2.1 million, $5.0 million, $3.7 million and $2.5 million, respectively. Such
interest expense related to the two term loans and advances from Mr. Huizenga.
The bank term loans were repaid after the consummation of the Offerings. The
cumulative advances provided by Mr. Huizenga were contributed pursuant to the
Reorganization prior to the consummation of the Offerings.

In May 1996, Panthers Ltd. entered into the Lease Amendment, extending the
term of the lease (which was scheduled to expire at the end of the 1995-96
season) to July 31, 1998, with two one-year options for the 1998-99 season and
the 1999-2000 season. The Lease Amendment contained substantially the same
economic terms as the existing Miami Arena lease and was subject to the approval
of MSEA, which approval, according to the Miami Arena lease, could not be
unreasonably withheld. In June 1996, MSEA rejected the Lease Amendment and
demanded that the Panthers vacate the Miami Arena. Subsequently, Panthers Ltd.
sought and obtained a preliminary injunction enjoining MSEA from taking actions
to prevent the Panthers from utilizing the Miami Arena pursuant to the Lease
Amendment. MSEA has recently appealed the decision rendered by the court.
Although Panthers Ltd. believes that MSEA will not prevail, if MSEA is
successful, Panthers Ltd. may need to find and enter into a lease for an
alternative playing site, which may be outside South Florida, until such time as
the Broward County Civic Arena is completed. In the event the Panthers are
required to play outside South Florida, Panthers Ltd. may incur additional
operating costs (including travel costs) and generate less revenue as a result
of playing outside its local market.

There can be no assurance that Panthers Ltd. will be able to find and enter
into a lease for an alternative playing site or that the use of such alternative
playing site will not adversely affect the Company's financial condition or
results of operations.

RESULTS OF OPERATIONS

SIX MONTHS ENDED DECEMBER 31, 1996, AS COMPARED TO THE SIX MONTHS ENDED
DECEMBER 31, 1995

Revenue. Revenues increased 17%, or approximately $2.3 million, mainly
attributable to approximately $1.1 million of increased broadcasting and
advertising revenues and approximately $270,000 increase in exhibition season
ticket revenues. Even though there were four fewer home games played in the six
month period ended December 31, 1996, as compared to the six month period ended
December 31, 1995, net ticket revenues showed no change since all games played
through December 31, 1996 were sold out resulting in average net ticket revenues
per game being up approximately 27%. Additionally, revenue earned by Decoma
increased approximately $740,000 mainly attributable to an increased net
operating income distribution from the Miami Arena. Coming off the successful
1995-96 season, regular season hockey revenues are projected to surpass prior
year's total regular season revenues by approximately 25%.

Cost of Revenue. Cost of revenues increased approximately 7%, or $1.4
million. Team costs increased approximately $580,000 or 4% primarily due to
higher cost of the current season's exhibition and training camps. Additionally
selling, general and administrative ("SG&A") costs increased approximately 21%,
or $700,000 primarily attributable to various legal and professional fees
incurred by Panthers Ltd. and Decoma.

Amortization and Depreciation. Depreciation and amortization decreased by
34% or approximately $940,000 because the unamortized base of players contracts
was reduced by $3.1 million during fiscal 1996.

Interest and Other, Net. Net interest and other costs were approximately
$2.3 million in both six month periods. First quarter ended September 30, 1996
results showed an increase in interest expense as compared to

21
<PAGE> 23

the quarter ended September 30, 1995 which was offset in the second quarter
ended December 31, 1996 by the decrease in interest costs due to the pay down of
debt and exchange of Mr. Huizenga's note for Common Stock as compared to the
second quarter ended December 31, 1995.

YEAR ENDED JUNE 30, 1996 COMPARED TO YEAR ENDED JUNE 30, 1995

Revenue. Revenue increased 92%, or approximately $16.3 million. Most of the
increase was derived from ticket sales which increased 143%, or approximately
$13.7 million. This increase was primarily attributable to the fact that the
Panthers (i) participated in all four rounds of the 1995-96 Stanley Cup playoffs
which generated ticket sales of approximately $6.6 million, of which Panthers
Ltd. retained approximately $4.6 million after the various league playoff
assessments, and (ii) played only 24 home games during the shortened 1994-95
regular season as compared to 41 home games during the 1995-96 regular season,
resulting in an increase in regular season ticket sales of approximately $7.1
million. Average ticket revenue, net of sales tax, per regular season home game
increased 8% to approximately $395,000.

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

Other revenue increases including advertising, promotions and concessions
were also caused by the increase in the number of home games played.

Cost of Revenue. Cost of revenue increased 95%, or approximately $21.6
million. Approximately 70-75% of cost of revenues pertains to team operations
which consists primarily of player salary costs, as well as, hockey operating
costs, scouting, and player development costs. Approximately $17.0 million of
the increase was attributable to team operations of which players' salaries were
approximately $11.8 million higher primarily because there were increases in the
total compensation paid to the first and second round draft picks during the
1995-96 season and players were paid only 58% (pro-rated for the shortened
season) of their contracted salaries during the 1994-95 season.

Additionally, ticketing and arena operating costs increased $1.8 million,
as a result of the increase in the number of home games played (including the
Stanley Cup playoffs), with arena rent accounting for most of the increase. SG&A
also increased approximately $2.8 million mostly due to increased playoff costs.

Amortization and Depreciation. Amortization and depreciation costs
increased 57%, or approximately $3.5 million and was solely comprised of an
increase to the amortization of player contracts. Panthers Ltd. were required to
pay a $50.0 million franchise fee to the NHL when the expansion franchise was
granted, of which approximately $25.7 million was allocated to the contracts of
players selected in the 1993 expansion draft and is being amortized over the
estimated useful lives of such contracts, which have been determined to be
approximately six years. The remaining portion of the franchise fee is being
amortized over 40 years. For the year ended June 30, 1996, amortization of
player contracts was approximately $8.5 million, including $4.9 million related
to the write-off of unamortized player costs as a result of four contracts
terminated due to buy-outs or player releases and adjustments to remaining
balances to better reflect the current values. For the year ended June 30, 1995,
amortization of the player contracts was approximately $5.1 million, which
included approximately $960,000 related to the write-off of three players'
contracts.

Interest and Other, Net. Net interest and other costs increased 24%, or
approximately $1.0 million. For the years ended June 30, 1996 and 1995, interest
expense consisted of interest accrued on long-term debt and interest accrued on
accumulated borrowings from Mr. Huizenga at the prime rate. Net interest expense
increased 33%, or approximately $1.2 million, primarily as a result of the
increase in accumulated borrowings from Mr. Huizenga which were used to fund
operating losses.

YEAR ENDED JUNE 30, 1995 COMPARED TO YEAR ENDED JUNE 30, 1994

Revenue. Revenue decreased 18%, or approximately $3.9 million with $5.2
million of the decrease pertaining to revenue from ticket sales. This decrease
was primarily attributable to the fact that ticket revenue for the year ended
June 30, 1995 included only 24 regular season home games while ticket revenue
for the year ended June 30, 1994 included 41 home games. Average net ticket
revenue, in the 1994-95 season, increased 10% to approximately $365,000 per
game, primarily as a result of increased ticket prices.

22
<PAGE> 24

Offsetting this decrease to revenues was the introduction of arena
operations revenues earned by Decoma of $1.4 million. Mr. Huizenga acquired an
ownership interest in Decoma in August of 1994; thus, the historical results of
the Company presented here, reflect various net operating income distributions
to Decoma, from the Miami Arena, in the year ended June 30, 1995 as if Decoma
was combined with the Company.

Cost of Revenue. Cost of revenue decreased 11%, or approximately $2.9
million, of which approximately $2.0 million related to team operating costs.
This decrease was primarily the result of the decrease in players' salaries of
15%, or approximately $1.5 million, which was due to $5.8 million reduction in
actual salaries paid as a result of the shortened season, partially offset by
annual player contract increases of approximately $4.3 million. Ticketing and
arena operating costs also decreased as a result of playing fewer home games.

Amortization and Depreciation. Amortization and depreciation costs showed
minimal change in the periods being compared. For the years ended June 30, 1995
and 1994, the amortization of player contracts totaled approximately $5.1
million and $5.6 million, respectively, of which approximately $960,000 and $1.5
million, respectively, related to the write-off of unamortized player contract
costs due to the release of players or termination of players' contracts.
Offsetting this $500,000 decrease was the addition of approximately $400,000 for
Decoma's depreciation of the Miami Arena Contract which has been shown in the
historical combined consolidated statement of operations for the year ended June
30, 1995.

Interest and Other, Net. Net interest and other costs increased 66%, or
approximately $1.6 million, primarily attributable to interest expense relating
to the accumulated borrowings from Mr. Huizenga which increased approximately
$490,000 as Panthers Ltd.'s operating losses accumulated and net interest
expense relating to Panthers Ltd.'s longterm debt increased approximately
$720,000, as a result of rising interest rates. The remainder is attributable to
minority interest expense.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $1.6 million in the six
months ended December 31, 1996. Net cash used for operating activities were
$17.4 million, $8.8 million, and $11.6 million in the years ended June 30, 1996,
1995, and 1994, respectively. Capital expenditures of approximately $650,000
were made during the six months ended December 31, 1996 and were approximately
$140,000, $160,000 and $1.3 million during the years ended June 30, 1996, 1995
and 1994, respectively. Cash flow from financing activities during the six month
period ended December 31, 1996 primarily consisted of the net proceeds of the
Offerings which totaled approximately $66.3 million and consisted entirely of
borrowings and repayments of the loans from Mr. Huizenga for the years ended
June 30, 1996, 1995 and 1994, respectively.

Since the formation of the franchise in December 1992 and through the date
of the Offerings, all net operating losses of Panthers Ltd. were financed
primarily with loans from Mr. Huizenga. Such loans, including interest thereon
accrued through September 30, 1996 totaled approximately $41.0 million. This
entire cumulative advance was exchanged for shares of Common Stock as part of
the reorganization and formation of the Company. The Company does not anticipate
borrowing any additional funds from Mr. Huizenga following the consummation of
the Offerings.

Additionally, Decoma I and Decoma II made distributions to their minority
owners of approximately $70,000, $400,000, and $490,000, during the six months
ended December 31, 1996, the year ended December 31, 1995, and the period from
August 6, 1994 to December 31, 1994, respectively. Future cash distributions to
minority owners of Decoma I and Decoma II will not have a material impact on the
Company.

Approximately $45.0 million of the net proceeds of the Offerings was used
to repay the Company's outstanding indebtedness under the two term loans in
November of 1996. The remaining $21.3 million of the net proceeds from the
Offerings and the $65.8 million of net proceeds from the Private Placement are
available to the Company for general working capital purposes, which includes
funding of net operating losses. Such remaining net proceeds have been invested
in short-term, investment grade, interest bearing investments.

The Company is in the process of negotiating a new credit facility. It is
anticipated that the new credit facility will provide for a line of credit up to
$50.0 million and will be secured by all tangible and intangible

23
<PAGE> 25

assets of the Company. The new credit facility is expected to limit the
Company's ability to pay cash dividends. In addition, the NHL's Bylaws preclude
any one of its members from paying cash dividends, unless paying such cash
dividends will not impair the member's ability to (i) meet its projected
expenses for the ensuing 12 month period without the use of borrowed funds,
other than short-term borrowings, and (ii) maintain adequate reserves to fund
the future payment of all deferred player compensation and other deferred
obligations for past services.

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

On November 15, 1996, construction began on the new Broward County Civic
Arena. All construction costs are being fully funded by Broward County. Pursuant
to the Development Agreement with Broward County, the Company will bear all
costs related to the development of the Broward County Civic Arena in excess of
$184.7 million. To date, all construction efforts are on schedule and within
budget, and it is not anticipated that the Company's cash flow will be affected
by the project.

FINANCIAL CONDITION

The reduction of indebtedness with the net proceeds of the Offerings has
improved the Company's liquidity by reducing both interest expense and the
principal amount of the indebtedness required to be repaid in the future.
Without considering the impact of the acquisition by the Company of the
ownership interests in Pier 66 and Bahia Mar, the Company expects negative cash
flows and net losses to continue until the Panthers begin playing at the new
Broward County Civic Arena which is expected to be completed in time for the
1998-99 hockey season. The Company believes that the remaining net proceeds from
the Offerings and the Private Placement, together with its existing cash and
cash equivalents, revenues from its future operations and available borrowings
under the new credit facility, will be sufficient to enable it to maintain its
current and planned operations until the opening of the Broward County Civic
Arena.

As of September 30, 1996, the last quarter prior to the Offerings, the
Company had a net deficit in working capital of approximately $53.7 million.
After the Offerings and recapitalization of Mr. Huizenga's cumulative advances,
the Company's net shareholders' equity improved to approximately $50.0 million
as of December 31, 1996. Net cash flows needed for the Company are anticipated
to be as much as $15.0 to $20.0 million each year until the completion of the
Broward County Civic Arena in 1998. With the acquisitions of Pier 66 and Bahia
Mar, net cash flows are expected to improve approximately $12.5 million per
year. The unaudited pro forma consolidated balance sheet, which gives effect to
the Resort Facilities Acquisition and the Private Placement, shows a net equity
balance of $129.0 million as of December 31, 1996.

Cash and cash equivalents at December 31, 1996 were approximately $23.7
million as compared to approximately $470,000 at June 30, 1996. The increase was
attributable primarily to the net proceeds of the Offerings on November 13,
1996.

Accounts receivables at December 31, 1996 were approximately $6.0 million
as compared to $3.1 million at June 30, 1996. This increase was mainly caused by
increased contractual advertising and broadcasting receivables for the 1996-97
season.

Prepaid expenses and other assets at December 31, 1996 were approximately
$1.3 million compared to approximately $200,000 at June 30, 1996. This increase
was mainly attributable to the pre-payment of team air charter costs in
September of 1996.

Deferred revenues at December 31, 1996 were approximately $11.6 million, as
compared to approximately $1.0 million at June 30, 1996. This increase was
caused by season ticket collections which occurred in August and September of
1996 which are being recognized on a per game basis over the regular 1996-97

24
<PAGE> 26

season. The approximate $1 million deferred revenue balance at June 30, 1996
represented playoff ticket dollars collected but not earned in the prior year
Stanley Cup Finals because the final round of playoffs ended after four games.

ACCOUNTING STANDARDS

In March 1995, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of" ("SFAS No. 121"). SFAS No. 121 requires
that long-lived assets and certain identifiable intangibles to be disposed of be
recorded at the lower of carrying amount or fair value less cost to sell. The
Company adopted the provisions of this statement, effective July 1995. Such
adoption did not have a material effect on the Company's financial statements.

In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation" ("SFAS No. 123"). Under SFAS No. 123, 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 under the provisions of Accounting Principles Board Opinion No. 25
("Opinion No. 25"). However, if the provisions of Opinion No. 25 are utilized,
pro forma disclosures of net income and earnings per share must be presented in
the financial statements as if the fair value method had been applied. The
Company intends to recognize compensation costs under the provisions of Opinion
No. 25, and, upon adoption of SFAS No. 123, will disclose the effects of SFAS
No. 123 on net earnings and earnings per share for the years ended June 30, 1996
and 1995 and the six month period ended December 31, 1996.

25
<PAGE> 27

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF 2301 LTD.

OVERVIEW

2301 Ltd. was formed in March 1993 to begin the acquisition of Pier 66
through a pre-packaged bankruptcy plan. In June 1993, Pier 66 was purchased
immediately after the bankruptcy was completed. 2301 Ltd. currently derives
substantially all of its revenue from the following operations at Pier 66: (i)
room rentals, (ii) yacht dockage and fuel sales, (iii) food, beverage and
banquet sales and (iv) telephone, retail and other miscellaneous sales.

The operation of Pier 66 is seasonal, receiving approximately 43% of its
revenues during the months of January through April.

During the period from inception (June 29, 1993) through December 31, 1993,
2301 Ltd. realized revenue of $8,269,000 and incurred expenses of $10,140,000
for a loss of $1,871,000. During this time Pier 66 was undergoing a substantial
renovation at a cost of $3,750,000. In addition it became a Holiday Inn Crowne
Plaza franchisee in July 1993.

2301 Ltd. realized net income of $4,155,000, $2,988,000 and $1,271,000 for
the fiscal years ended December 31, 1996, 1995 and 1994, respectively. In
December 1994, 2301 Ltd. terminated its Holiday Inn Crowne Plaza franchise and
became the first franchisee of Hyatt Corporation, with the hotel being renamed
the Hyatt Regency Pier 66 Resort & Marina. Net average room rates and
occupancies during these years were $140.20, $134.70 and $119.88, respectively,
and 66.1%, 63.0% and 58.8%, respectively.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995

Revenue: Revenue from room rentals increased 9%, or approximately
$1,108,000. This increase was primarily attributable to increased occupancy
levels and room rates caused by an increase in tourism activity in South
Florida, as well as the continuing recognition of the Hyatt name in Pier 66's
market.

Yachting and marina service revenue increased 13%, or approximately
$427,000. This increase was due principally to the temporary interruption in
1996 of the marina service station operations at Bahia Mar, which caused an
increased flow of traffic at the Pier 66 marina, as well as the increased usage
of marina slips by yacht brokers.

Food, beverage and banquet revenue increased 7%, or approximately $605,000.
This increase was caused primarily by the increased occupancy levels referenced
above.

Cost of Revenue: Room operating costs increased 5%, or approximately
$143,000. This increase was primarily attributable to inflationary pressures and
increased occupancy.

Yachting and marine service operating costs increased 22%, or approximately
$215,000. This increase was due principally to the increase in revenue related
to the marina service station.

Food, beverage and banquet operating costs increased 4%, or approximately
$271,000. This increase was due primarily to the increased food, beverage and
banquet revenue.

Property, maintenance and energy costs increased 7%, or approximately
$189,000. This increase was primarily attributable to inflation and increased
personnel costs.

Royalty fees, property taxes, etc. increased 13%, or approximately
$229,000. This increase was due principally to increased royalty fees pursuant
to contractual adjustments.

Amortization and Depreciation: Amortization and depreciation increased by
7% or approximately $110,000 between the two fiscal years due to additions of
capital costs.

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

Revenue: Revenue from room rentals increased 20%, or approximately
$1,994,000. This increase was primarily attributable to an increase in occupancy
levels and room rates due to Pier 66's extensive rooms renovations in 1993,
increased tourism in South Florida and the initial recognition of the Hyatt name
in Pier 66's market.

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<PAGE> 28

Food, beverage and banquet revenue increased 18%, or approximately
$1,262,000. This increase was caused primarily by increased occupancy levels, as
well as increased banquet activity caused by increased group bookings at the
hotel and local banquet business activity.

Telephone, retail and other revenue increased 20%, from approximately
$2,101,000 in 1994 to approximately $2,517,000 in 1995. This increase was due
primarily to increased long distance rates coupled with higher usage.

Cost of Revenue: Room operating costs increased 9%, or approximately
$215,000. This increase was primarily attributable to increased sharing of group
commissions.

Yachting and marina service operating costs increased 13%, or approximately
$114,000. This increase was due principally to the increase in revenue
attributable to fuel sales and the hiring of additional personnel.

Food, beverage and banquet operating costs increased 11%, or approximately
$603,000. This increase was due primarily to the increased food, beverage and
banquet revenues.

Selling, general and administrative costs increased 16%, or approximately
$469,000 due primarily to Hyatt sales and marketing costs allocated to Pier 66.

Property, maintenance and energy costs increased 5%, or approximately
$111,000. This increase was primarily attributable to inflationary pressures and
increased occupancy.

Royalty fees, property taxes, etc. increased 2%, or approximately $41,000.
This net increase was due principally to increased royalty fees offset by
decreased management fees.

Amortization and Depreciation: Amortization and depreciation increased by
10%, or approximately $138,000, due to an increase in capital assets.

Interest and Other, Net: Net interest expense increased 12%, or
approximately $253,000. This increase was caused primarily by the annual step-up
in the interest rate applicable to 2301 Ltd.'s bank debt.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities were approximately $5.7 million,
$5.3 million and $3.1 million during the fiscal years ended December 31, 1996,
1995 and 1994, respectively. Cash flows from investing activities primarily
consisted of capital expenditures of approximately $1.1 million during each of
the fiscal years ended December 31, 1996, 1995 and 1994. Cash flows from
financing activities were approximately $4.2 million, $2.5 million, and $55,000
and primarily were attributable to distributions made to limited partners.

As required by the loan agreement relating to Note 1 and Note 2, as defined
herein, 2301 Ltd. maintains a Capital Expenditure Program ("CEP") reserve fund
for the replacement of capital assets. The CEP reserve equals three percent of
gross revenues net of amounts expended by Pier 66 for replacement of capital
assets and is funded quarterly for the preceding quarter. Beginning July 1,
1995, Pier 66 voluntarily increased the CEP reserve to four percent of gross
revenues, however, the loan agreement fund is only funded for the required three
percent. The CEP fund is also pledged as additional security for the loan
obligation.

The loan agreement also requires 2301 Ltd. to maintain a reserve fund for
property taxes to provide for each year's anticipated payments. Property taxes
are to be paid no later than March 31 each calendar year for the preceding
calendar year.

FINANCIAL CONDITION

As of December 31, 1996, 2301 Ltd. had approximately $5.7 million in cash
and cash equivalents, an increase of approximately $370,000 from the previous
year end. Projected positive cash flows to be provided by operating activities
should continue to maintain 2301 Ltd.'s strong working capital position.

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<PAGE> 29

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF RAHN LTD.

OVERVIEW

Rahn Ltd. was formed in June 1994 to acquire Rahn Ltd. currently derives
substantially all of its revenue from the following operations at Bahia Mar: (i)
room rentals, (ii) yacht dockage and fuel sales, (iii) food, beverage and
banquet sales, (iv) office leases, (v) boat show rental and (vi) telephone,
retail and other miscellaneous sales.

The operation of Bahia Mar is seasonal, receiving approximately 42% of its
revenues during the months of January through April. In addition, approximately
$800,000 is earned during the fall international boat show in late October/early
November.

During the six month period from June 30, 1994 through December 31, 1994,
Rahn Ltd. realized revenue of $4,710,000 and incurred expenses of $5,462,000 for
a loss of $752,000. During this time Bahia Mar was undergoing an extensive
renovation at a cost of approximately $8,100,000. In addition it became a
Radisson franchise in July 1994.

Rahn Ltd. realized net income of $2,158,000 and $379,000 for the fiscal
years ended December 31, 1996 and 1995, respectively. Net average room rates and
occupancies during these years were $106.34 and $98.94, respectively, and 59.5%
and 49.8%, respectively.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995

Revenue: Revenue from room rentals increased 29%, or approximately
$1,543,000. This increase was primarily attributable to increased occupancy
levels and room rates caused by an increase in tourism activity in South
Florida, as well as the continuing recognition of the Radisson name in Bahia
Mar's market.

Yachting and marina service revenue decreased 8%, or approximately
$342,000. This decrease was due principally to the temporary interruption in
1996 of the marina service station operations at Bahia Mar.

Food, beverage and banquet revenue increased 51%, or approximately
$905,000. This increase was caused primarily by the increased occupancy levels
referenced above, as well as increased banquet activity caused by increased
group bookings at the hotel and local banquet business.

Telephone, retail and other revenues increased 20% or approximately
$435,000. This increase was caused primarily by increased sales at the beach
market deli (it was relocated to the front of the property in 1995) and
increased sales at the resort store.

Cost of Revenue: Room operating costs increased 16%, or approximately
$204,000. This increase was primarily attributable to inflationary pressures and
increased occupancy.

Yachting and marine service operating costs decreased 23%, or approximately
$230,000. This decrease was due principally to the decrease in revenue related
to the above-referenced disruption at the marina service station.

Food, beverage and banquet operating costs increased 32%, or approximately
$512,000. This increase was due primarily to the increased food, beverage and
banquet revenue.

Property, maintenance and energy costs increased 9%, or approximately
$120,000. This increase was primarily attributable to inflation and increased
personnel costs.

Amortization and Depreciation: Amortization and depreciation was
comparable between the two fiscal years because there were no major additions to
or write-offs of capital assets.

Interest and other, Net: Net interest expense decreased 7%, or
approximately $92,000. This decrease was caused primarily by the floating
interest rate applicable to Rahn Ltd.'s bank debt and the earning of additional
interest income.

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<PAGE> 30

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities were approximately $4.2 million,
$735,000 and $1.5 million during the fiscal years ended December 31, 1996, 1995,
and the period from inception (June 28, 1994) to December 31, 1994,
respectively. Cash flows from investing activities primarily consisted of
capital expenditures of approximately $873,000, $3.8 million and $28.6 million
during the fiscal years ended December 31, 1996, 1995 and the period from
inception (June 28, 1994) to December 31, 1994. Cash flows used in financing
activities were approximately $1.7 million during the fiscal year ended December
31, 1996. Cash flows provided by financing activities were approximately $3.0
million and $28.2 million during the fiscal year ended December 31, 1995 and the
period from inception (June 28, 1994) to December 31, 1994, respectively, and
were attributable to approximately $16.2 million of net long-term debt proceeds
and $15.0 million of initial partners' capital contributions during that time.

Rahn Ltd. currently has 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 $65,000. 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.

Effective February 1, 1995, and continuing on the first day of each month
thereafter during the term of the note, the note agreement requires Rahn Ltd. 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.

FINANCIAL CONDITION

As of December 31, 1996, Rahn Ltd. had approximately $2.7 million in cash
and cash equivalents, an increase of approximately $1.6 million from the
previous year end. Projected positive cash flows to be provided by operating
activities should continue to maintain Rahn Ltd.'s strong working capital
position.

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<PAGE> 31

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.

The NHL is governed by a Board of Governors, which consists of one
representative from each member. Mr. Torrey serves as the Panthers'
representative on the Board of Governors. The Board of Governors selects the
Commissioner, who administers the daily affairs of the league, including
dealings with the NHL Players' Association, interpretation of playing rules and
arbitration of conflicts among members. The Commissioner also has the power to
impose sanctions, including fines and suspensions, for violations of league
rules. Mr. Gary B. Bettman has been the Commissioner of the NHL since 1993.

The Commissioner has the exclusive power to interpret the Constitution,
Bylaws, rules and regulations of the NHL, and his interpretations are final and
binding. Members of the NHL are precluded from resorting to the courts to
enforce or maintain rights or claims against other members. Instead, all
disputes must be submitted to the Commissioner for his determination, and, such
determination, when rendered, is final and binding.

RESTRICTION 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 and affect the value of such Class A Common Stock. In general, any
acquisition of shares of Class A Common Stock which will result in a person or a
group of persons holding a 5% or more interest in the Company, 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. 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 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
expenses of the NHL's investigation must be paid by the prospective purchaser,
whether or not its application is approved. If and when a prospective purchaser
receives the NHL's consent to acquire a 5% or more interest in the Company, such
prospective purchaser will be required to acknowledge that the purchaser shall
be bound by the applicable provisions of the NHL Constitution and Bylaws.

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<PAGE> 32

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 shareholder)
under certain circumstances, including upon an event of default or foreclosure.
These limitations may adversely affect the rights of the club (or shareholder)
under certain circumstances.

CONTROL REQUIREMENT

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

COLLECTIVE BARGAINING AGREEMENT

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 expires on
September 15, 2000.

FREE AGENTS

Under the NHL Collective Bargaining Agreement, when a player completes the
term of his contract, he becomes a free agent. Based upon the player's age,
experience and prior year's salary, he will either be classified as an
unrestricted or restricted free agent. The two main groups of unrestricted free
agents are as follows:

Group III Free Agent: Any player who is 32 years of age or older
(commencing with the 1997-98 season any player who is 31 years of age or
older) as of June 30 of the year he becomes a free agent and has been on an
NHL player roster for at least 40 games per season (30 games per season if
the player is a goalie) for at least four seasons.

Group V Free Agent: Any player who has played a minimum of 10 seasons as a
professional hockey player and whose salary in the final year of his
contract was less than that year's NHL average salary. A player may opt to
become a Group V Free Agent only once during his NHL career.

An unrestricted free agent is free to negotiate and sign with any other
team in the NHL following the expiration of his contract, and the team signing
such unrestricted free agent to a contract is not obligated to compensate the
player's former team.

A restricted free agent may also negotiate and sign with another team in
the NHL following the expiration of his contract; however, that player's current
team may exercise its right of first refusal and match the offers made by other
NHL teams. In the event the player's current team chooses not to exercise its
right of first refusal, it is entitled to draft pick(s) as compensation from the
player's new team. The compensation is dependent on the annual salary offer
secured by the restricted free agent.

As of October 5, 1996, the opening day of the regular season, the Panthers
did not have any NHL player eligible for restricted free agency.

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<PAGE> 33

BUSINESS

GENERAL

The Company currently operates through two business segments: (i) the
Sports and Entertainment Business and (ii) the Leisure and Recreation Business.
The Sports and Entertainment Business is comprised of the Company's ownership
and operations of the Panthers, Arena Development, Arena Operator and the Ice
Rink Business. In addition, the Company owns approximately 78% of the
partnership interests in Decoma. The Leisure and Recreation Business is
comprised of the Company's ownership of Pier 66 and Bahia Mar.

The Panthers commenced play in the NHL on October 4, 1993 and, in its third
season, reached the Stanley Cup Finals. The Company's hockey revenue is derived
from (i) the sale of tickets to the Panthers' home games, (ii) contracts with
broadcasting organizations and (iii) advertising and promotions. A substantial
portion of the Company's annual revenue from its hockey operations is
determinable at the commencement of each hockey season based on season ticket
sales and the Company's contracts with broadcast organizations and sponsors. The
Company intends to capitalize on the growing popularity of hockey, in general,
and the success achieved by the Panthers during the 1995-96 season, in
particular, by continuing to advertise and market the Panthers as well as
continuing to enhance the service and entertainment provided at home games.

In June 1996, the Company entered into the Development Agreement to develop
the Broward County Civic Arena. Pursuant to the Development Agreement, Broward
County purchased the Development Site which will be used primarily for the
development of the Facility and also for possible future ancillary development.
Broward County has agreed to provide up to $184.7 million for the development of
the Broward County Civic Arena, including the purchase of the Development Site.
In connection with the development of the Broward County Civic Arena, the
Company entered into the License Agreement and the Operating Agreement with
Broward County, pursuant to which the Company will utilize and operate the
Broward County Civic Arena beginning on October 1, 1998, provided that
construction is completed on a timely basis. Under the License Agreement, the
Company is entitled to receive the first $14.0 million of net operating income
generated from the Broward County Civic Arena and 80% (with Broward County
receiving 20%) of the net operating income in excess of $14.0 million. The
Company believes that successful operation of the Broward County Civic Arena
will significantly enhance the Company's total revenue.

The Company, through FPIVI, owns and operates Incredible Ice. Incredible
Ice is open to the general public and derives its revenue from, among other
things, (i) fees charged to the public for the use of the facility for various
hockey and skating programs and open skating sessions, (ii) food and beverage
sales and (iii) retail sales.

In addition, the Company owns approximately 78% of the partnership
interests in Decoma, which derives all of its revenue from its Miami Arena
operations. Such revenue is derived from (i) seat use charges imposed on tickets
sold at the Miami Arena, (ii) net operating income and (iii) fixed and variable
operating payments generated from the Miami Arena.

The Company also owns Pier 66 and Bahia Mar. Pier 66 is a Fort Lauderdale
Intracoastal Waterway resort and marina encompassing 23 acres and consisting of
380 luxury guest rooms, 142 slips, three pools, 22,000 square feet of meeting
space and six restaurants and lounges. Bahia Mar is a Fort Lauderdale resort
hotel complex encompassing 40 acres and consisting of 297 rooms, 350 slip
marina, four tennis courts, 20,000 square feet of flexible meeting space and
23,000 square feet of retail space. The operations of Pier 66 and Bahia Mar are
managed by Rahn Pier Mgt., Inc. ("Pier 66 Management") and Rahn Bahia Mar Mgmt.,
Inc. ("Bahia Mar Management"), respectively, pursuant to separate management
agreements, each with a remaining term of approximately three (3) years.

SPORTS AND ENTERTAINMENT BUSINESS

HOCKEY OPERATIONS

Sources of Revenue

The Company derives its hockey revenue principally from the sale of tickets
to the Panthers' home games, contracts with broadcast organizations and
advertising and promotions.

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<PAGE> 34

Ticket Sales. The Panthers play an equal number of home games and away
games during the 82 game NHL regular season. In addition, the Panthers play one
to two exhibition home games prior to the commencement of the regular season.
Under the NHL Constitution and Bylaws, the Company receives all revenue from the
sale of tickets to regular season home games and no revenue from the sale of
tickets to the Panthers' regular season away games. During the exhibition
season, the Company retains all the revenue from the Panthers' home games and
shares the revenue for certain exhibition games played at neutral sites. During
its first three seasons, the Panthers have sold an average of 8,300 season
tickets. Due primarily to the success achieved in the 1995-96 playoffs, the
Panthers' season ticket base has risen to 11,500 in the 1996-97 season. Ticket
prices for regular season home games during the 1996-97 season at the Miami
Arena range from $12 to $95 per game with an average paid ticket price of $36.
The average individual ticket price is approximately 17% higher than the average
ticket price paid by season ticket holders.

National Television. In 1994, the NHL entered the Fox Contract pursuant to
which the NHL granted Fox exclusive commercial over-the-air television rights to
broadcast certain NHL regular season and playoff games within the United States.
Under the terms of the Fox Contract, Fox may choose to terminate the contract
after five seasons. In the event Fox chooses to terminate the contract after
five seasons, the NHL will be entitled to receive an aggregate of $155.0 million
over such period. In addition, in 1994, the NHL extended its existing contract
with ESPN through the end of the 1998-99 season pursuant to which ESPN agreed to
pay the NHL approximately $65.0 million for cable rights to broadcast certain
NHL regular season and playoff games within the United States.

The NHL also renewed its contract with Molson prior to the commencement of
the 1994-95 season, pursuant to which the NHL granted Molson the rights to
broadcast certain NHL games throughout Canada for four seasons. In return Molson
agreed to pay the NHL approximately $171.0 million.

The revenue from the foregoing broadcasting contracts allocated to the
Company (constituting 1/26 of the NHL's revenue from the broadcasting contracts)
are as follows:

<TABLE>
<CAPTION>
THE COMPANY'S SHARE
SEASON (IN THOUSANDS)
------ -------------------------
<S> <C>
1994-95.......................................... $ 2,750
1995-96.......................................... 2,980
1996-97.......................................... 3,275
1997-98.......................................... 3,697
1998-99.......................................... 2,307(1)
----------
Total.................................. $15,009
==========
</TABLE>

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

(1) Does not include the broadcasting contract with Molson which expires
after the 1997-98 season.

Local Television, Cable and Radio. In August 1996, the Company entered
into the SportsChannel Letter of Intent with SportsChannel Florida for the local
broadcast (other than radio broadcast) of the Panthers' games. Under the terms
of the SportsChannel Letter of Intent, the Company granted to SportsChannel
Florida broadcast rights (other than radio broadcast rights) to a pre-determined
number of the Panthers' pre-season, regular season and certain post-season games
during the 1996-97 season. The SportsChannel Letter of Intent provides that the
Company shall have the option to grant SportsChannel Florida exclusive or
nonexclusive broadcast rights. In return, the Company shall be entitled to 11%
(for the grant of exclusive broadcast rights) or 5.5% (for the grant of
non-exclusive broadcast rights) of SportsChannel Florida's gross receipts for
the 1996-97 season, provided that the Company shall in no event receive less
than $2.5 million or $1.2 million, respectively.

In addition, in August 1996, the Company entered into the Sunshine Letter
of Intent with Sunshine for the local radio broadcast of all the Panthers' games
during the 1996-97 hockey season. Under the terms of the Sunshine Letter of
Intent, the Company granted to Sunshine local radio broadcast rights for
broadcast of all of the Panthers' pre-season, regular season and post-season
games during the 1996-97 season.

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<PAGE> 35

Advertising and Promotions. The Company also generates revenue from the
sale of advertising at certain limited locations at the Miami Arena as well as
in the game programs. In addition, the Company derives promotional revenue from
various sponsored events.

Miami Arena

The Panthers currently play in the Miami Arena, which has a seating
capacity of 14,703, the smallest arena in the NHL. Under the terms of the
Panthers' current lease, the Miami Heat of the National Basketball Association,
as the primary tenant, controls revenue generated from the sale of suites and a
majority of the advertising, limiting the Company's ability to generate certain
revenue which is generally available to other NHL franchises. In addition, the
size of the Miami Arena limits the Company's ability to generate revenue from
the sale of additional tickets.

In May 1996, the Company entered into the Lease Amendment, extending the
term of the lease (which was scheduled to expire at the end of the 1995-96
season) to July 31, 1998, with two one-year options for the 1998-99 season and
the 1999-2000 season. The Lease Amendment contained substantially the same
economic terms as the existing Miami Arena lease and was subject to the approval
of MSEA, which approval, according to the Miami Arena lease, could not be
unreasonably withheld. In June 1996, MSEA rejected the Lease Amendment and
demanded that the Panthers vacate the Miami Arena. Subsequently, the Company
sought and obtained a preliminary injunction enjoining MSEA from taking actions
to prevent the Panthers from utilizing the Miami Arena pursuant to the Lease
Amendment. MSEA has recently appealed the decision rendered by the court.
Although the Company believes that MSEA will not prevail, if MSEA is successful,
the Company may need to find and enter into a lease for an alternative playing
site until such time as the Broward County Civic Arena is completed. There can
be no assurance that the Company will be able to find and enter into a lease for
an alternative playing site or that the use of such alternative playing site
will not adversely affect the Company's financial condition and results of
operations.

The Company owns approximately 78% of the partnership interests in Decoma,
which derives all of its revenue from the Miami Arena operations. The City of
Miami recently announced that it intends to build the New Arena which will be
utilized by the Miami Heat. Upon its completion, the New Arena will compete with
the Miami Arena for the rights to host various events, including sports events
and concerts. There can be no assurance that the Miami Arena can successfully
compete with the New Arena. In the event the Miami Arena is unable to attract
the various sports and non-sports events, the results of operations of Decoma
will be adversely affected.

ARENA DEVELOPMENT AND OPERATIONS

Development of the Broward County Civic Arena

In June 1996, the Company entered into the Development Agreement to develop
the Broward County Civic Arena, which will be owned by Broward County. Pursuant
to the Development Agreement, Broward County purchased the Development Site,
which will be used primarily for the development of the Facility and also for
possible future ancillary development. Broward County has agreed to provide
$184.7 million for the development of the Facility, including the purchase of
the Development Site. The Broward County Civic Arena will be located on the
Development Site and Broward County will reimburse the Company for all costs
relating to environmental remediation of the purchased land. The Company will
bear all costs relating to the development of the Broward County Civic Arena in
excess of $184.7 million; however, it may require Broward County to advance an
additional $18.5 million, which the Company will repay as supplemental rent.

Operation of the Broward County Civic Arena

In June 1996, the Company entered into the License Agreement and the
Operating Agreement pursuant to which the Company will utilize and operate the
Broward County Civic Arena. Under the License Agreement, the Company is entitled
to retain 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. Five percent of the revenue derived from the sale of
general seating tickets together with luxury suites, premium seating and parking
are considered Facility operating revenue, which is the primary source of
revenue in determining net operating income. Net operating income is the
difference between the Facility

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<PAGE> 36

operating revenue and Facility operating expense. The Company is entitled to
receive the first $14.0 million of the net operating income generated from the
Broward County Civic Arena and 80% (with Broward County receiving 20%) of all
net operating income in excess of $14.0 million. The License Agreement provides
that the Company loan to Broward County such an amount as necessary to allow
Broward County to meet certain financial obligations relating to the Broward
County Civic Arena at an interest rate of prime plus two percent. Broward County
is required to repay any loan made by the Company on a priority basis from
revenue generated from the collection of taxes.

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

The License Agreement entitles the Company to the exclusive use of the
Broward County Civic Arena during the playing of all of the Panthers' home
games, and provides for nonexclusive use by the Panthers for practices and other
team uses. Additionally, the License Agreement provides the Company with
exclusive use of certain space within the Broward County Civic Arena to be used
for a retail store, offices, a box office, a locker room and a training and
weight room. The License Agreement contains a use covenant which requires the
Panthers to play all of their home games at the Broward County Civic Arena
during the term of the License Agreement.

Employees

In addition to its players, the Company currently employs 26 hockey
personnel and 56 non-hockey personnel. During the hockey season, the Company
also uses part-time employees, most of whom are employed as statisticians and
press attendants. None of the Company's employees other than its players are
covered by collective bargaining agreements. The Company considers its relations
with its employees to be good.

Insurance

The Company maintains various insurance coverages on behalf of its players
through the NHL, including through the league's affiliated Bermuda insurance
company, Intra-Continental Ensurers Ltd. ("ICE"). Such insurance, for which the
players are the beneficiaries, includes medical and dental, permanent total
disability, group life, accidental death and dismemberment ("AD&D"), and spousal
group life and AD&D.

The Company also maintains various types of insurance on behalf of the
Panthers through ICE. Workers' compensation insurance is maintained with a
$100,000 per injury deductible. The NHL Catastrophe Insurance Plan covers the
entire roster in the amount of $1.0 million per player. In addition, the ICE
program requires that each team cover their top five salaried players with at
least two years remaining on their contract with Total Temporary Disability
Insurance. This insurance pays a benefit of up to 80% of the covered players'
compensation after 30 consecutive regular season games are missed. From time to
time, the Panthers may obtain additional insurance coverage for its players as
may be necessary or required.

In addition to hockey related insurance, the Company maintains various
types of business insurance, including general liability insurance of $1.0
million, and umbrella insurance of $10.0 million. Under the Operating Agreement,
the License Agreement and the Development Agreement, the Company will have
insurance requirements which include (i) workers' compensation insurance, (ii)
casualty insurance against loss or damage to the Facility in such amount not
less than full replacement cost of the Facility and the equipment and machinery
therein and (iii) occupancy insurance in an amount not less than estimated
annual revenue to be derived from the Facility.

Ice Rinks

The Company, through FPIVI, owns and operates Incredible Ice. Incredible
Ice is opened to the general public and derives its revenue from, among other
things, (i) fees charged to the public for use of the facility

35
<PAGE> 37

for various hockey and skating programs and open skating sessions, (ii) food and
beverage sales and (iii) retail sales. In addition, the Company owns the
architectural designs to Incredible Ice as well as predevelopment rights to
develop other similar ice rink facilities at various sites located throughout
Florida. The Company contemplates that, as part of its strategy to expand the
Ice Rink Business and as opportunities arise in the future, it may develop and
operate other similar ice rinks throughout Florida.

Decoma

The Company owns approximately 78% of the partnership interests in Decoma,
which derives all of its revenue from its Miami Arena operations. Such revenue
is derived from (i) seat use charges imposed on tickets sold at the Miami Arena,
(ii) net operating income and (iii) fixed and variable operating payments
generated from the Miami Arena operations. The City of Miami recently announced
that it intends to build the New Arena which will be utilized by the Miami Heat.
Upon its completion, the New Arena will compete with the Miami Arena for the
right to host various events, including sports events and concerts. There can be
no assurance that Miami Arena can successfully compete with the New Arena. In
the event the Miami Arena is unable to attract the various sports and non-sports
events, the results of operations of Decoma will be adversely affected.

LEISURE AND RECREATION BUSINESS

RESORT FACILITIES

Pier 66 is a Fort Lauderdale Intracoastal Waterway luxury resort and marina
encompassing 23 acres and consisting of 380 luxury guest rooms, 142 slips, three
pools, 22,000 square feet of meeting space and six restaurants and lounges. It
is situated on oceanfront property in South Florida and has received the Mobil
Travel Guide's Four Star Award and AAA's Four Diamond Award. Bahia Mar is a
resort and marina encompassing 40 acres and consisting of 297 rooms, 350 slip
marina, four tennis courts, 20,000 square feet of flexible meeting space and
23,000 square feet of retail space. Bahia Mar is situated on oceanfront property
in South Florida and has received the Mobile Travel Guide's 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 marina is host to the International
Boat Show, a six day boating and marine event.

36
<PAGE> 38

KEY STATISTICS

Pier 66

<TABLE>
<S> <C>
Number of guest rooms..................... 380
Year Built................................ The first 100 Pier 66 guest rooms were constructed in
1957. Twice since then, in 1967 and 1986, additional
rooms were added bringing the current total to 380.
Completed renovations..................... In 1993, Pier 66 underwent renovations costing
approximately $3.75 million.
Seasonality............................... Approximately 46% of Pier 66 resort revenues are earned
from January through April.
Average occupancy......................... 67%
Average daily rate........................ $138
Total room revenue per available room..... $93
</TABLE>

Pier 66 Marina

<TABLE>
<S> <C>
Services provided......................... Full service marina includes water, electricity, cable
and telephone as well as fuel and other ship-related
supplies.
Seasonality............................... Approximately 42% of Pier 66 marina revenues are earned
from January through April.
Average size of slips rented.............. 65 feet
Average daily rate per slip............... $79
Average marina occupancy.................. 61%
</TABLE>

Bahia Mar Resort

<TABLE>
<S> <C>
Number of guest rooms..................... 297
Year built................................ The first 115 Bahia Mar guest rooms were constructed in
1966. The Tower, with 182 rooms, was added in 1975.
Completed renovations..................... During 1994 and the early part of 1995, Bahia Mar spent
approximately $8.1 million in extensive renovations.
Seasonality............................... Approximately 46% of Bahia Mar resort revenues are
earned from January through April.
Average occupancy......................... 61%
Average daily rate........................ $104
Total room revenue per available room..... $63
</TABLE>

Bahia Mar Marina

<TABLE>
<S> <C>
Services provided......................... Full service marina includes water, electricity, cable
and telephone as well as close proximity to fuel and
other ship-related supplies.
Seasonality............................... Approximately 47% of Bahia Mar marina revenues are
earned from January through April.
Average size of slips rented.............. 60 feet
Average daily rate per slip............... $47
Average marina occupancy.................. 49%
</TABLE>

BUSINESS/CREDIT 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 each of Pier 66's
and Bahia Mar's business. In addition, each of Pier 66 and Bahia Mar is subject
to competition from other entities engaged in the business of resort development
and operations, including interval ownership facilities, condominiums, hotels
and motels.

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<PAGE> 39

Pier 66's receivables contain significant amounts due from cruise lines
which are granted credit by Pier 66. Such credit is granted by Pier 66 to
attract the substantial business directed by cruise lines through package
vacations and otherwise. The amount of such credit is determined by Pier 66's
management on a case-by-case basis.

MANAGEMENT AGREEMENTS

The Company is a party to a hotel management agreement (the "Pier 66
Management Agreement") with Pier Management pursuant to which Pier 66 Management
operates Pier 66. Pier 66 Management has managed Pier 66 since June 29, 1993.
The term of the Pier 66 Management Agreement is for three (3) years, and it
provides for an annual 2% management fee of approximately $500,000, payable in
monthly installments.

The Company is also a party to a separate hotel management agreement (the
"Bahia Mar Management Agreement") with Bahia Mar Management pursuant to which
Bahia Mar Management operates Bahia Mar. Bahia Mar Management has managed Bahia
Mar since June 30, 1994. The term of the Bahia Mar Management Agreement is for
three (3) years, 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 three percent of Bahia Mar's gross revenues each
month during the term of the Bahia Mar Management Agreement.

FRANCHISE, OWNER AND LICENSE AGREEMENTS

Franchise Agreements

On November 14, 1994, Pier 66 Management entered into a franchise agreement
(the "Hyatt Franchise Agreement") with Hyatt Franchise Corporation ("Hyatt").
The agreement is for a 20 year term ending November 14, 2014 and which contains
various early termination provisions and which 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 four
percent from December 1, 1996 through November 30, 1997 and five percent
thereafter. Royalty fees totaled $398,175 in 1996.

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. Total Hyatt expenses other than the royalty
fees amounted to $502,658 as of December 31, 1996 and are included primarily in
rooms and marketing expense in the accompanying financial statements.

The Hyatt Franchise Agreement requires that a reserve be maintained in
respect of 2301 Ltd. 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 equaling four percent. 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.

Ownership Agreement

The Company, Pier 66 Management and Hyatt are parties to a Hyatt Hotel
Franchise Owner Agreement dated November 14, 1994 (the "Owner Agreement")
pursuant to which the parties agree that Hyatt shall notify the Company upon a
voluntary surrender, a default or a breach by Pier 66 Management under the Hyatt
Franchise Agreement and the Company shall have an opportunity to cure any such
breach or default. In addition, upon any termination of Pier 66 Management under
the Pier 66 Management Agreement, the Hyatt Franchise Agreement shall terminate
and the Company shall have the right to employ a substitute manager that Hyatt
will approve provided such manager is qualified under the terms of this
agreement. The substitute manager shall 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

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<PAGE> 40

Agreement also obligates the Company to observe and be bound by certain terms,
conditions and restrictions contained in the Hyatt Franchise Agreement.

License and Franchise Agreement

On June 28, 1994, Bahia Mar Management entered into a 10-year license
agreement (the "Radisson License Agreement") with Radisson Hotels International,
Inc. ("Radisson"). The terms of the Radisson License Agreement allow Bahia Mar
Management to operate the hotel using Radisson's proprietary hotel management
system. Annual fees payable to Radisson pursuant to the Rahn License Agreement
range from one percent to four percent (increasing one percent each year) of the
first $7.0 million of gross room sales and five percent of gross room sales (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 five percent of
gross room sales. Fees paid to Radisson pursuant to the Radisson License
Agreement totaled $206,438 in 1996.

PROPERTIES

The property on which Pier 66 is situated 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 ("Kemper").
In addition, the Company assumed 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. The mortgage notes require monthly payments of interest only
throughout the term. A balloon payment of the entire outstanding principal
amount, together with the final monthly payment of interest, will be due at
maturity. At maturity, the Company will either refinance the property or pay off
the mortgage note depending on the Company's working capital position and
business plan at that time. 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 were as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1996
-----------------
<S> <C>
Note 1...................................................... $21,951,325
Note 2...................................................... 4,000,000
-----------
25,951,325
Less unamortized discount based on imputed interest rate of
9.0%...................................................... (209,396)
-----------
$25,741,929
</TABLE>

As required by the loan agreement relating to Note 1 and Note 2, the
Company maintains a CEP reserve fund for the replacement of capital assets. The
CEP reserve equals three percent of gross revenues net of amounts expended by
Pier 66 for replacement of capital assets and is funded quarterly for the
preceding quarter. Beginning July 1, 1995, Pier 66 voluntarily increased the CEP
reserve to four percent of gross revenues, however, the loan agreement fund is
only funded for the required three percent. The CEP fund is also pledged as
additional security for the loan obligation. At December 31, 1996, the balance
of the CEP reserve was $1,284 and was included in other assets.

The loan agreement also requires the Company to maintain a reserve fund for
property taxes to provide for each year's anticipated payments. Property taxes
are to be paid no later than March 31 each calendar year for the preceding
calendar year.

The Company leases the Bahia Mar site from the City of Fort Lauderdale
under an operating lease (the "Rahn Lease Agreement") which had previously been
extended through September 30, 2037. On January 4, 1995, the term of the Rahn
Lease Agreement was extended for an additional period commencing October 1, 2037
through August 31, 2062 (the "Second Extended Term"). Under the Rahn Lease
Agreement, the Company is required to pay the lessor an annual rental (payable
in quarterly installments) equal to the greater of (i) a percentage (4.0%
through September 30, 2012 and 4.25% thereafter) of the annual gross operating

39
<PAGE> 41

revenue, as defined in the Rahn Lease Agreement, or (ii) a minimum annual rent
payment. Minimum annual lease payments are $300,000. During the Second Extended
Term, the minimum annual rent shall be the greater of $300,000 or 80% 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 for the year ended December 31,
1996.

The Rahn Lease Agreement requires the Company to set aside cash for the
purchase, replacement and upgrade of furniture, fixtures and equipment. The
amount to be restricted is three percent of Bahia Mar's revenues, as defined in
the Rahn Lease Agreement. All cash was spent on its required purpose at December
31, 1996.

The Company 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>

The Company currently has 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 $65,000. The maturity date for the note is
June 30, 1997, but may be extended under a one year extension option. As of the
date of this Prospectus, the Company's option to extend the mortgage note has
not been exercised. 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.

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 Company
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.

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 supply and availability of alternative resort and
hotel operations in local markets. Each of Pier 66 and Bahia Mar compete with a
number of competitors. The number of competitive resorts and hotels facilities
in each of Pier 66's or Bahia Mar's respective markets could have a material
adverse effect on the levels of occupancy and average room rates of each of Pier
66 and Bahia Mar. 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 market in which Pier 66 or Bahia Mar competes, thereby
adversely affecting the Company's resort and hotel operations.

ENVIRONMENTAL MATTERS

Under various federal, state, and local 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. Such laws often impose
such liability without regard to whether the owner knew of, or was responsible
for, the presence of hazardous or toxic substances. Furthermore, a person that
arranges for the disposal or transports for disposal or treatment a hazardous
substance at a property owned by another may be liable for the costs of

40
<PAGE> 42

removal or remediation of hazardous substances released into the environment at
that property. The costs of remediation or removal of such substances may be
substantial, and the presence of such substances, or the failure to properly
remediate such substances, may adversely affect the owner's ability to sell such
real estate or to borrow using such real estate as collateral. In connection
with the ownership and operation of its properties, the Company may be
potentially liable for any such costs.

A Phase I environmental site assessment ("Phase I Survey") has been
obtained. The Phase I Survey is intended to identify potential environmental
contamination and regulatory compliance concerns. A Phase I Survey generally
includes 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. A Phase I Survey generally does not
include invasive procedures, such as soil sampling or ground water analysis.

The Phase I Survey has not revealed any environmental liability or
compliance concern that the Company believes would have a material adverse
effect on the Company's, Pier 66's or Bahia Mar's business, assets, results of
operations or liquidity, nor is the Company aware of any such liability or
concern. Nevertheless, it is possible that a Phase I Survey will not reveal all
environmental liabilities or compliance concerns or that there will be material
environmental liabilities or compliance concerns of which Pier 66 will not be
aware. Moreover, no assurances can be given that (i) future laws, ordinances, or
regulations will not impose any material environmental liability, or (ii) the
current environmental condition of Pier 66's or Bahia Mar's existing and future
properties will not be affected by the condition of the neighboring properties
(such as the presence of leaking underground storage tanks) or by third parties
unrelated to Pier 66 or Bahia Mar.

EMPLOYEES

All 471 persons working at Pier 66 and all 269 persons working at Bahia Mar
are actually employees of Pier 66 Management and Bahia Mar Management,
respectively. None of these employees is subject to any collective bargaining
agreement and each of Pier 66 Management and Bahia Mar Management believes that
its relationship with its employees is good.

INSURANCE

The Company currently has the types and amounts of insurance coverage that
is considers appropriate for Pier 66's or Bahia Mar's businesses. While the
Company believes that its insurance coverage is adequate, if Pier 66 or Bahia
Mar were held liable for amounts exceeding the limits of its insurance coverage
or for claims outside of the scope of its insurance coverage, the Company's
business, results of operations, and financial condition could be materially and
adversely affected.

LITIGATION

On June 17, 1996, MSEA filed a lawsuit against the Defendants in the United
States District Court of the Southern District of Florida. The suit alleges that
the Defendants have conspired to restrain trade in the South Florida sports and
entertainment facility market by monopolizing or attempting to monopolize such
market in violation of federal antitrust laws. The Plaintiff seeks, among other
things, to (i) nullify certain provisions of the Miami Arena operating contract,
specifically provisions restricting MSEA from developing the New Arena and (ii)
force the Defendants to divest their control over the Miami Arena and the
Broward County Civic Arena. In addition, the Plaintiff seeks treble damages as
well as reimbursement for reasonable attorneys' fees and costs. The Defendants
believe that the suit is without merit and intend to vigorously defend against
this suit. An unfavorable outcome of the suit may have a material adverse effect
on the Company's financial condition or results of operations.

In May 1996, the Company entered into the Lease Amendment, extending the
term of the Miami Arena lease (which was scheduled to expire at the end of the
1995-96 season) to July 31, 1998, with two one-year options for the 1998-99
season and the 1999-2000 season. The Lease Amendment contained substantially the
same economic terms as the existing Miami Arena lease and was subject to the
approval of MSEA, which approval, according to the Miami Arena lease, could not
be unreasonably withheld. In June 1996, MSEA rejected the Lease Amendment and
demanded that the Panthers vacate the Miami Arena. Subsequently, the Company
sought and obtained a preliminary injunction enjoining MSEA from taking actions
to prevent the Panthers from utilizing the Miami Arena pursuant to the Lease
Amendment. MSEA has recently appealed

41
<PAGE> 43

the decision rendered by the court. Although the Company believes that MSEA will
not prevail, if MSEA is successful, the Company may need to find and enter into
a lease for an alternative playing site, which may be outside South Florida,
until such time as the Broward County Civic Arena is completed. There can be no
assurance that the Company will be able to find and enter into a lease for an
alternative playing site.

On September 4, 1996, Timothy Johanson, Walter Johanson and Veronica
Juliano (the "ADA Plaintiffs") filed a lawsuit against the Company, among
others, in the United States District Court of the Southern District of Florida.
The suit alleges that the Company violated the Americans with Disabilities Act
in connection with the development of the Broward County Civic 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 seek, among other things, to (A)
obtain a judgment mandating the Company to revise, modify and remove certain
barriers at the Broward County Civic Arena that may prevent persons with
disabilities from having access to the Facility and take steps necessary to
ensure that no person with a disability is excluded, denied services, segregated
or otherwise treated differently, to the extent required by law, and (B) be
awarded reasonable attorneys' fees, costs and expenses incurred in connection
with the suit. The Company believes that it has complied with the requirements
of the Americans with Disabilities Act and that the suit is without merit. An
unfavorable outcome of the suit may require the Company to incur additional
costs.

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 Civic 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 judgement 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 has not
yet determined whether or not to pursue an appeal. An unfavorable outcome of
this suit may require the Company to incur additional costs up to $7,500,000.

On January 28, 1997 and February 3, 1997, purported class action lawsuits
were filed against the Company and Messrs. Huizenga, Johnson, Rochon, Berrard,
Hudson, Dauria and Evans in the United States District Court for the Southern
District of Florida. The suits allege, among other things, that the defendants
violated Section 10(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and Rule 10b-5 thereunder, by making untrue statements or
omitting to state material facts, in connection with sales of the Company's
Class A Common Stock by the plaintiff and others in the purported class between
November 13, 1996 and December 22, 1996. The suits generally seek, among other
things, certification as a class and an award of damages in an amount to be
determined at trial. The Company intends to vigorously defend against these
suits.

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.

RECENT DEVELOPMENTS

Private Placement Transaction. On January 30, 1997, the Company issued and
sold 2,460,000 shares of Class A Common Stock in a Private Placement at a price
of $27.75 per share. The Private Placement was exempt from registration pursuant
to Section 4(2) of the Securities Act and resulted in net proceeds to the
Company of $65,766,550 after deducted placement agency and advisory fees.

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<PAGE> 44

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

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

<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
H. Wayne Huizenga............................ 59 Chairman of the Board
Richard H. Evans............................. 52 President and Director
William A. Torrey............................ 62 President of Florida Panthers Hockey
Club, Inc. and Director
Alex Muxo.................................... 41 President of Arena Development and Arena
Operator
Steven M. Dauria............................. 36 Vice President and Chief Financial
Officer
Steven R. Berrard............................ 42 Director
Harris W. Hudson............................. 54 Director
George D. Johnson, Jr........................ 54 Director
Richard C. Rochon............................ 39 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.

H. Wayne Huizenga has been the Company's Chairman of the Board since
September 1996. Mr. Huizenga has been Chairman of the Board and Chief Executive
Officer of Republic Industries, Inc. ("Republic"), a diversified company with
operations in the solid waste, electronic security services and out-of-home
advertising industries, since August 1995, and has been Chairman of the Board of
Extended Stay America, Inc. ("Extended Stay"), an extended stay lodging
facilities company, since January 1995. From September 1994 to October 1995, Mr.
Huizenga served as the Vice Chairman of Viacom, Inc., a diversified media and
entertainment company ("Viacom"), a position he assumed upon its merger with
Blockbuster Entertainment Corporation ("Blockbuster"). Prior thereto, Mr.
Huizenga became a director of Blockbuster in February 1987 and served as its
Chairman of the Board and Chief Executive Officer from April 1987 to September
1994. Since 1984, Mr. Huizenga has been an investor in several businesses and is
the sole shareholder and Chairman of the Board of Huizenga Holdings, Inc.
("Huizenga Holdings"), a holding and management company with various business
interests and an affiliate of the Company. He is the owner of the Miami Dolphins
and the Florida Marlins. In addition, Mr. Huizenga owns Pro Player Stadium and
has investments in numerous hotels and various other real estate ventures. Mr.
Huizenga is the brother-in-law of Mr. Hudson.

Richard H. Evans has been the Company's President and a director and has
also been the President and Chief Executive Officer of Huizenga Sports and
Entertainment Group since September 1996. Prior to joining the Company, Mr.
Evans served as a director of Genesco, Inc. and Bass Pro Shops. From April 1993
to October 1996, Mr. Evans served as the Chief Operating Officer of Gaylord
Entertainment Company ("Gaylord Entertainment"), a diversified entertainment and
communications company. Prior to joining Gaylord Entertainment, Mr. Evans served
as President and Chief Executive Officer of Dorna USA, a subsidiary of
Madrid-based Dorna Promocion del Deporte, a 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 January 1987 to August 1991.

William A. Torrey has been the President of Florida Panthers Hockey Club,
Inc. and a director of the Company since September 1996. Since April 1993, Mr.
Torrey has served as the President and Governor of the Panthers. Prior to
joining the Company, Mr. Torrey was associated with the New York Islanders
Hockey Club (the "Islanders") for twenty-one years in various capacities. From
June 1989 to August 1992, Mr. Torrey served as the 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.

Alex Muxo has been the President of Arena Development and Arena Operator
since September 1996. From January 1995 to July 1996, Mr. Muxo served as the
Vice President of Huizenga Holdings. Prior to

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<PAGE> 45

joining Huizenga Holdings, Mr. Muxo served as the Vice President for Planning
for Blockbuster from May 1994 to January 1995. Prior thereto, Mr. Muxo was the
City Manager of City of Homestead, Florida.

Steven M. Dauria has been the Company's Vice President and Chief Financial
Officer since September 1996. From July 1994 to July 1996, Mr. Dauria served as
Director of Finance and Administration and Chief Financial Officer of the
Panthers, and, from December 1993 to July 1994, Mr. Dauria served as the
Controller of the Panthers and the Florida Marlins. Prior to joining the
Panthers, Mr. Dauria served as Controller of the New York Yankees, a Major
League Baseball franchise, from November 1991 to December 1993, and was
previously associated with Time Warner, Inc. and Coopers & Lybrand, an
international public accounting firm.

Steven R. Berrard has been a director of the Company since September 1996.
Since October 1996, Mr. Berrard has been President and Co-Chief Executive
Officer of Republic. Mr. Berrard has been the Chief Executive Officer of
AutoNation Incorporated since March 1996. From September 1994 to March 1996, Mr.
Berrard served as the President and Chief Executive Officer of Blockbuster
Entertainment Group, a division of Viacom, as well as a director of Viacom.
Prior thereto, Mr. Berrard served as the President and Chief Operating Officer
of Blockbuster from January 1993 to September 1994 and was its Vice Chairman of
the Board from November 1989 to September 1994. Mr. Berrard was also the
President and Chief Executive Officer and a director of Spelling Entertainment
Group Inc., a television and film entertainment producer and distributor, from
March 1993 through March 1996.

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

George D. Johnson, Jr. has been a director of the Company since September
1996. Mr. Johnson has been the President, Chief Executive Officer and a director
of Extended Stay since January 1995, the managing general partner of American
Storage Limited Partnership, a chain of 23 self-storage facilities located in
the Southeast United States, and Chairman of the Board of Johnson Development
Associates, Inc., a real estate management, leasing and development company. Mr.
Johnson currently serves on the Board of Directors of Viacom, Republic and Duke
Power Company. Mr. Johnson previously served as President of the Consumer
Products Division of Blockbuster Entertainment. He was formerly the managing
general partner of WJB Video, the largest Blockbuster franchisee, which
developed over 200 video stores prior to its merger with Blockbuster in 1993.
Mr. Johnson served three terms in the South Carolina House of Representatives.

Richard C. Rochon has been a director of the Company since September 1996.
Mr. Rochon is also the President of Huizenga Holdings, a position he has held
since 1988. Prior to joining Huizenga Holdings, he was a certified public
accountant at Coopers & Lybrand, an international public accounting firm.

DIRECTORS' COMPENSATION

The Company's policy is not to pay compensation in the form of salaries or
fees to directors. However, the directors are entitled to receive options to
purchase shares of Class A Common Stock pursuant to the Stock Option Plan.

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<PAGE> 46

EXECUTIVE COMPENSATION

The following table shows remuneration paid or accrued by the Company
during the year ended June 30, 1996 to the Chief Executive Officer and to each
of the four most highly compensated executive officers of the Company, other
than the Chief Executive Officer (together, the "Named Executive Officers"), for
services in all capacities while they were employees of the Company, and the
capacities in which the services were rendered.

<TABLE>
<CAPTION>
ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS COMPENSATION
<S> <C> <C> <C>
H. Wayne Huizenga...................................... -- -- --
Chairman of the Board of Directors
Richard H. Evans....................................... -- -- --
President(1)
William A. Torrey...................................... $400,000(2) $43,000(3) $21,000(4)
President of Florida Panthers Hockey Club, Inc.
Alex Muxo.............................................. 150,000 -- 19,000(4)
President of Arena Development and Arena Operator
Steven M. Dauria....................................... 90,000 10,000(3) 14,000(4)
Vice President and Chief Financial Officer
</TABLE>

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

(1) Mr. Evans joined the Company as its President in September 1996. As such,
Mr. Evans did not receive any compensation from the Company during the
fiscal year 1996.
(2) Includes deferred compensation of $100,000 earned by Mr. Torrey during
fiscal 1996.
(3) Represents bonus amounts earned in fiscal 1996 and paid in fiscal year 1997.
(4) Comprised of insurance premiums paid by the Company on behalf of these
employees.

STOCK OPTION PLAN

Under the Company's Stock Option Plan, 2,600,000 shares of Class A Common
Stock are reserved for issuance upon the exercise of stock options. The Stock
Option Plan is designed as a means to attract, retain and motivate directors and
key employees. A committee (the "Committee") consisting of two or more non-
employee directors appointed by the Board of Directors will administer and
interpret the Stock Option Plan.

Options are granted under the Stock Option Plan on such terms and at such
prices as determined by the 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 shall be for a term of not less than
five years or more than ten years, as shall be determined by the Committee.
However, in the event of a change of control (as such term is defined in the
Stock Option Plan), all outstanding options shall be immediately exercisable.
Options granted under the Stock Option Plan are not transferable other than by
will or by the laws of descent and distribution.

In connection with the Offerings, options to purchase 905,440 shares of
Class A Common Stock at a price of $10 per share were granted to the Company's
directors, officers and employees. In addition, on January 2, 1997, options to
purchase 15,000 shares of Class A Common Stock at a price of $26 5/8 per share
were granted to Mr. Evans. The exercise price of all of these options was the
fair market value of the Class A Common Stock on the date of grant.

EMPLOYMENT AGREEMENTS

Mr. Torrey's employment agreement (the "Torrey Employment Agreement")
provides that Mr. Torrey is entitled to an annual base salary for the 1996-97,
1997-98 and 1998-99 hockey seasons of $400,000, $450,000 and $500,000,
respectively. Additionally, Mr. Torrey is entitled to receive a bonus which is
equal to the average amount awarded and payable by the NHL to the players of the
Panthers for participation in post-season play. The Torrey Employment Agreement
contains certain confidentiality and non-competition provisions and terminates
in July 1999, unless terminated prior thereto, either for or without cause. If
Mr. Torrey's employment were to be terminated for cause, he would be entitled to
all accrued compensation

45
<PAGE> 47

up to the date of termination. If his employment were to be terminated without
cause, Mr. Torrey would be entitled to all benefits provided for in the Torrey
Employment Agreement, provided that he makes substantial efforts to obtain other
employment.

DIRECTORS AND OFFICERS OF FLORIDA PANTHERS HOCKEY CLUB, INC.

Florida Panthers Hockey Club, Inc., a subsidiary of the Company, serves as
the sole general partner of Panthers Ltd. and, as such, is responsible for the
management of Panthers Ltd. The officers and directors of Florida Panthers
Hockey Club, Inc. are as follows:

<TABLE>
<CAPTION>
NAME POSITION
<S> <C>
H. Wayne Huizenga..................... Chairman
William A. Torrey..................... President and Director
Dean J. Jordan........................ Executive Vice President
J. Ronald Castell..................... Senior Vice President
Steven M. Dauria...................... Vice President and Chief Financial Officer
Bryan Murray.......................... Vice President and General Manager
Declan Bolger......................... Vice President Marketing
Stephen B. Dangerfield................ Vice President Operations
Martha J. Huizenga.................... Director
Richard C. Rochon..................... Director
Cris V. Branden....................... Director
Robert J. Henninger, Jr............... Director
Pamela Huizenga-Van Hart.............. Director
Ray Goldsby-Huizenga.................. Director
H. Wayne Huizenga, Jr................. Director
William M. Pierce..................... Director
</TABLE>

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<PAGE> 48

CERTAIN TRANSACTIONS

In connection with the Offerings, the following events occurred: (i) Mr.
Huizenga, as the sole shareholder of Decoma Investment, Inc. III ("Decoma III"),
caused Decoma III to transfer all but 1% of its ownership interest in Decoma to
Decoma II, following which Decoma II owned a 51% interest in Decoma, resulting
in Decoma I and Decoma II collectively owning approximately a 78% interest in
Decoma, Decoma III owning a 1% interest in Decoma and various unrelated third
parties owning the remaining 21% interest in Decoma (Prior to the completion of
the Offerings, Decoma I and II owned 66 2/3% of the partnership interest of
Decoma Venture. The remaining 33 1/3% of the partnership interest of Decoma
Venture were owned by Decoma III. Upon completion of the Offerings, Decoma I and
Decoma II owned 99% of the partnership interest in Decoma Venture which, through
its ownership of Decoma Limited, owned approximately 78% interest in Decoma);
(ii) Mr. Huizenga contributed (A) a note (the "Panthers Ltd. Note"),
representing the outstanding amount which the Company borrowed from Mr. Huizenga
plus interest, and (B) all the outstanding capital stock of each of Decoma I and
Decoma II to the capital of Panthers Ltd.; (iii) Mr. Huizenga, as the sole
limited partner and the sole general partner (through his ownership of Florida
Panthers Hockey Club, Inc.) of Panthers Ltd., contributed all of the partnership
interests in Panthers Ltd. to the Company; and (iv) Mr. Huizenga, as the sole
limited partner (through his ownership of Panthers Ltd.) and the sole general
partner (through his ownership of the Arena Development Company, Inc. and Arena
Operating Company, Inc., respectively) of each of Arena Development and Arena
Operator, contributed all the limited partnership interests in each of Arena
Development and Arena Operator as well as all the outstanding capital stock of
each of Arena Development Company, Inc. and Arena Operator Company, Inc. to the
Company. In exchange for all of the foregoing capital contributions, Mr.
Huizenga received 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. The
number of shares issued was derived by dividing by $9.30 (the assumed Initial
Public Offering price less underwriting discounts and commissions) the sum of
(A) the Panthers Ltd. Note (approximately $41.0 million), which resulted in the
issuance of 4,404,710 shares of Common Stock and (B) the approximately 78%
interest in Decoma (approximately $8.1 million, representing costs incurred by
Mr. Huizenga in acquiring the Decoma Interests), which resulted in the issuance
of 870,968 shares of Common Stock.

In 1994, Mr. Huizenga purchased a 50% interest in Leisure Management
International ("LMI"), which manages the Miami Arena pursuant to a management
agreement (the "Management Agreement") with Decoma. Under the terms of the
Management Agreement, LMI received from Decoma a management fee of approximately
$58,000 and $110,000 for the six months ended December 31, 1996 and the year
ended June 30, 1996, respectively.

In August 1996, the Company entered into the SportsChannel Letter of Intent
with SportsChannel Florida for the proposed local broadcast (other than radio
broadcast) of the Panthers' games. Under the terms of the SportsChannel Letter
of Intent, the Company shall grant to SportsChannel Florida broadcast rights
(other than radio broadcast rights) to all of the Panthers' pre-season, regular
season and certain post-season away games during the 1996-97 season. The
SportsChannel Letter of Intent provides that the Company shall have the option
to grant SportsChannel Florida exclusive or nonexclusive broadcast rights. In
return, the Company shall be entitled to 11% (for the grant of exclusive
broadcast rights) or 5.5% (for the grant of non-exclusive broadcast rights) of
SportsChannel Florida's gross receipts for the 1996-97 season, provided that the
Company shall in no event receive less than $2.5 million or $1.2 million,
respectively. The SportsChannel Letter of Intent may be extended for an
additional season upon notice by the Company. Mr. Huizenga currently owns 50% of
SportsChannel Florida, and he holds an option to purchase an additional 20%
ownership interest in SportsChannel Florida.

The Company pays Huizenga Holdings, Inc. ("HHI") a management fee equal to
1% of the Company's gross revenue, excluding NHL generated revenues, in exchange
for services including, but not limited to, assisting the Company in obtaining
financing, developing tax planning strategies and formulating risk management,
as well as advising the Company with respect to securities matters and future
acquisitions. Such 1% management fees totaled approximately $293,000, $132,000
and $194,000 for the years ended June 30, 1996, 1995 and 1994, respectively.

47
<PAGE> 49

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

In June 1993, the Company entered into a $25.0 million revolving credit
facility with NationsBank of Florida, N.A. ("NationsBank") for the purpose of
financing a portion of the $50.0 million NHL expansion franchise fee and
obtaining working capital for use by the Company. The credit facility was
subsequently converted to a $25.0 million term loan (the "Term Loan").
Subsequent to the consummation of the Offerings, the Company paid off the Term
Loan from the net proceeds of the Offerings.

In addition, in June 1993, Panthers Investment Venture, an affiliate of the
Company controlled by Mr. Huizenga ("PIV"), entered into a loan agreement with
NationsBank pursuant to which it borrowed $20.0 million. PIV, in turn, loaned
the $20.0 million borrowed from NationsBank to the Company pursuant to a
separate loan agreement. In connection therewith, the Company issued to PIV a
promissory note on terms substantially similar to the promissory note (the
"NationsBank Promissory Note") issued by PIV to NationsBank. Mr. Huizenga
provided certain debt service guarantees of the Company's obligations relating
to the NationsBank Promissory Note. Subsequent to the consummation of the
Offerings, the Company paid off the $20 million debt owed to PIV from the net
proceeds of the Offerings.

With respect to the transactions discussed above, no independent
determination has been made as to the fairness and reasonableness of the terms
thereof. However, the Company, based on its prior experience, believes that the
terms of each such transaction were as favorable to the Company as it could have
obtained from an unaffiliated party.

In connection with the Resort Facilities Acquisition, Messrs. Huizenga,
Berrard, Johnson and Rochon received 972,018, 592,877, 451,248 and 379,062
shares of the Company's Class A Common Stock, respectively, in exchange for
their ownership interests in the Resort Facilities. Based, in part, on a
fairness opinion received from Donaldson, Lufkin & Jenrette Securities
Corporation, the Company believes that the Resort Facilities Acquisition was
fair to the Company's shareholders and that the terms of the Resort Facilities
Acquisition were as favorable to the Company as it could have obtained from an
unaffiliated party in a comparable transaction.

48
<PAGE> 50

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Company's Class A Common Stock (including shares subject to
options exercisable within 60 days) as of the date of this Prospectus, and as
adjusted to reflect the assumed purchase of certain shares of Class A Common
Stock offered by this Prospectus, by (a) each of the Company's directors, (b)
all executive officers and directors of the Company as a group and (c) all
persons who own beneficially more than 5% of the Company's Class A Common Stock.

<TABLE>
<CAPTION>
CLASS A COMMON STOCK
BENEFICIALLY OWNED
-----------------------
NAME SHARES PERCENT(1)
<S> <C> <C>
H. Wayne Huizenga(2)........................................ 5,892,696 25.2%
Richard H. Evans............................................ 100,000 *
William A. Torrey........................................... 50,000 *
Alex Muxo................................................... 40,000 *
Steven M. Dauria............................................ 5,000 *
Steven R. Berrard........................................... 974,877 4.2%
Harris W. Hudson............................................ 391,000 1.7%
George D. Johnson, Jr....................................... 863,248 3.7%
Richard C. Rochon........................................... 770,062 3.3%
All directors and executive officers as a group (9
persons).................................................. 9,086,883 38.8%
</TABLE>

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

* Less than one percent (1%).
(1) Percentage of beneficial ownership is based on 23,394,444 shares of Class A
Common Stock outstanding at March 7, 1997.
(2) Mr. Huizenga's address is 100 Northeast Third Avenue, Second Floor, Fort
Lauderdale, Florida 33301.

49
<PAGE> 51

DESCRIPTION OF CAPITAL STOCK

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

COMMON STOCK

As of March 7, 1997, there were 23,394,444 shares of Class A Common Stock
and 255,000 shares of Class B Common Stock outstanding. The Class A Common Stock
and Class B Common Stock are identical in all respects, except that each share
of Class A Common Stock is entitled to one vote, and each share of Class B
Common Stock is entitled to 10,000 votes. In the event of a liquidation,
dissolution or winding up of the Company, the holders of Class A Common Stock
and Class B Common Stock are entitled to share equally and ratably in the assets
of the Company, if any, remaining after paying all debts and liabilities of the
Company. The holders of Class A and Class B Common Stock are entitled to receive
dividends, on a share-for-share basis if, as and when declared by the Board of
Directors out of funds legally available therefor, subject to any dividend
restrictions in the Company's credit facilities and the NHL Bylaws. See
"Dividend Policy." 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 5% or more interest in the Company, and each
acquisition of shares of Class A Common Stock which will result in a person or a
group of persons holding any multiple of a 5% interest, will require the prior
approval of the NHL, which may be granted or withheld in the sole discretion of
the NHL. 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 shall have the right to conduct an investigation
with respect to the prospective purchaser, which may include an interview by the
Commissioner's office or one or more NHL owners and the submission of such
information about the prospective purchaser, whether or not confidential, as the
Commissioner shall deem relevant in his sole discretion. In addition, the NHL
may condition its approval upon the execution, delivery and performance by the
prospective purchaser of such documents as the Commissioner shall prescribe. The
expense of the NHL's investigation must be paid by the prospective purchaser,
whether or not its application is approved. If and when a prospective purchaser
receives the NHL's consent to acquire a 5% or more interest in the Company, such
prospective purchaser will be required to acknowledge that the purchaser shall
be bound by the applicable provisions of the NHL Constitution and Bylaws.

50
<PAGE> 52

The transfer agent and registrar for the Class A Common Stock is The First
National Bank of Boston.

CERTAIN PROVISIONS OF FLORIDA LAW

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

The Company has elected to opt out of the Florida Control Share Act and the
Florida Affiliated Transactions Act. The Florida Control Share Act generally
provides that shares acquired in a "control share acquisition" will not possess
any voting rights unless such voting rights are approved by a majority of the
corporation's disinterested shareholders. 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 1/3% of all voting power; (ii) at least 33 1/3
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 shareholders 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 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 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. A corporation may purchase and maintain insurance on behalf of any
director or officer against any liability asserted against him and incurred by
him in his capacity or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the FBCA.

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

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<PAGE> 53

SHARES ELIGIBLE FOR FUTURE SALE

As of March 7, 1997, the Company had outstanding 23,394,444 shares of Class
A Common Stock, of which 7,300,000 shares of Class A Common Stock are freely
tradeable without restriction or further registration under the Securities Act,
except to the extent such shares are owned or purchased by "affiliates" of the
Company, as that term is defined in Rule 144 under the Securities Act. The
remaining 16,093,444 shares of Class A Common Stock, together with 1,576,000
shares of Class A Common Stock owned by "affiliates" of the Company, are being
registered contemporaneously herewith for resale. The directors and officers of
the Company, including Mr. Huizenga, have agreed not to sell any shares of
Common Stock held by them for a period of 180 days from November 13, 1996, in
connection with the Company's initial public offering, without the consent of
Donaldson, Lufkin & Jenrette Securities Corporation, subject to certain
exceptions, including pursuant to a foreclosure by a lender on a loan for which
shares of Class A Common Stock have been pledged as collateral.

In general, Rule 144 as currently in effect, provides that a person who is
an affiliate of the Company or who beneficially owns shares which are issued and
sold in reliance upon exemptions from registration under the Securities Act must
own such shares for at least two years before they may be sold. Further, Rule
144 limits the amount of shares which can be sold, so that the number of shares
sold by a person (or persons whose sales are aggregated), within any three-month
period does not exceed the greater of 1% of the then outstanding shares of Class
A Common Stock (beginning on the 91st day immediately after the Offerings) or
the average weekly trading volume in the Class A Common Stock during the four
calendar weeks preceding the filing of a notice of intent to sell. Sales under
Rule 144 are also subject to certain manner-of-sale provisions, notice
requirements and the availability of current public information about the
Company. However, a person who is not deemed to have been an "affiliate" of the
Company at any time during the three months preceding a sale, and who has
beneficially owned shares for at least three years, would be entitled to sell
such shares under Rule 144 without regard to volume limitations, manner-of-sale
provisions, notice requirements or the availability of current public
information about the Company.

The Company has also registered under the Securities Act an aggregate of
2,600,000 shares reserved for issuance under the Stock Option Plan, thus
permitting the resale of such shares in the public market without restriction
under the Securities Act, subject to vesting requirements and the lock-up
agreements described above.

The Company is registering hereunder 6,000,000 additional shares of Class A
Common Stock which may be issued in connection with potential future
acquisitions and resales by the recipients.

There has been limited trading market for the Class A Common Stock, and no
prediction can be made as to the effect that sales of Class A Common Stock under
Rule 144, pursuant to a registration statement or otherwise, or the availability
of shares of Class A Common Stock for sale, will have on the market price
prevailing from time to time. Sales of substantial amounts of Class A Common
Stock in the public market, or the perception that such sales could occur, could
depress the prevailing market price. Such sales may also make it more difficult
for the Company to sell equity securities or equity-related securities in the
future at a time and price that it deems appropriate.

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<PAGE> 54

PLAN OF DISTRIBUTION

The Selling Shareholders or pledgees may sell or distribute some or all of
the shares of Class A Common Stock offered hereby (the "Shares") from time to
time through underwriters or dealers or brokers or other agents or directly to
one or more purchasers, including pledgees, in transactions (which may involve
crosses and block transactions) on Nasdaq, privately negotiated transactions
(including sales pursuant to pledges) or in the over-the-counter market, or in a
combination of such transactions or by any other legally available means. Such
transactions may be effected by the Selling Shareholders at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices, or at fixed prices, which may be changed. Brokers,
dealers, agents or underwriters participating in such transactions as agent may
receive compensation in the form of discounts, concessions or commissions from
the Selling Shareholders (and, if they act as agent for the purchaser of such
shares, from such purchaser). Such discounts, concessions or commissions as to a
particular broker, dealer, agent or underwriter might be in excess of those
customary in the type of transaction involved. This Prospectus also may be used,
with the Company's consent, by donees of the Selling Shareholders, or by other
persons acquiring Shares and who wish to offer and sell such Shares under
circumstances requiring or making desirable its use. To the extent required, the
Company will file, during any period in which offers or sales are being made,
one or more supplements to this Prospectus to set forth the names of donees of
Selling Shareholders and any other material information with respect to the plan
of distribution not previously disclosed.

The Selling Shareholders and any such underwriters, brokers, dealers or
agents that participate in such distribution may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities Act.
Neither the Company nor the Selling Shareholders can presently estimate the
amount of such compensation. The Company knows of no existing arrangements
between the Selling Shareholders and any underwriter, broker, dealer or other
agent relating to the sale or distribution of the Shares.

Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of any of the Shares may not simultaneously engage in
market activities with respect to the Common Stock for a period of nine business
days prior to the commencement of such distribution. In addition and without
limiting the foregoing, the Selling Shareholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including without limitation Rule 10b-5 and Regulation M, which provisions may
limit the timing of purchases and sales of any of the Shares by the Selling
Shareholders. All of the foregoing may affect the marketability of the Common
Stock.

The Company will pay substantially all of the expenses incident to the
offering of the Shares by the Selling Shareholders to the public other than
commissions and discounts of underwriters, brokers, dealers or agents. The
Selling Shareholders may indemnify any broker, dealer, agent or underwriter that
participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act. The Company
has agreed to indemnify the Selling Shareholders and any such underwriters and
controlling persons of such underwriters against certain liabilities, including
certain liabilities under the Securities Act.

If Shares are sold in an underwritten offering, the Shares may be acquired
by the underwriters for their own account and may be further resold from time to
time in one or more transactions, including negotiated transactions, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices, or at fixed prices. The names of the
underwriters with respect to any such offering and the terms of the
transactions, including any underwriting discounts, concessions or commissions
and other items constituting compensation of the underwriters and
broker-dealers, if any, will be set forth in a supplement to this Prospectus
relating to such offering. Any public offering price and any discounts,
concessions or commissions allowed or reallowed or paid to broker-dealers may be
changed from time to time. Unless otherwise set forth in a supplement to this
Prospectus, the obligations of the underwriters to purchase the Shares will be
subject to certain conditions precedent and the underwriters will be obligated
to purchase all of the shares specified in such supplement if any such Shares
are purchased.

53
<PAGE> 55

If the Shares are sold in an underwritten offering, the underwriters and
selling group members (if any) may engage in passive market making transactions
in the Common Stock on Nasdaq immediately prior to the commencement of the sale
of shares in such offering, in accordance with Regulation M under the Exchange
Act. Passive market making presently consists of displaying bids on Nasdaq
limited by the bid prices of market makers not connected with such offering and
purchases limited by such prices and effected in response to order flow. Net
purchases by a passive market maker on each day are limited in amount to 30% of
the passive market maker's average daily trading volume in the Common Stock
during the period of the two full consecutive calendar months prior to the
filing with the Commission of the Registration Statement of which this
Prospectus is a part and must be discontinued when such limit is reached.
Passive market making may stabilize the market price of the Common Stock at a
level above that which might otherwise prevail and, if commenced, may be
discontinued at any time.

In order to comply with certain states' securities laws, if applicable, the
Shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states the Common Stock may not be
sold unless the Common Stock has been registered or qualified for sale in such
state or an exemption from registration or qualification is available and is
complied with.

LEGAL MATTERS

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

EXPERTS

Except with respect to the financial statements of 2301 Ltd. as of December
31, 1995, and for each of the years in the two year period ended December 31,
1995, the financial statements included in this Prospectus 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 financial
statements of 2301 Ltd. as of December 31, 1995, and for each of the years in
the two year period ended December 31, 1995, have been included herein 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.

ADDITIONAL INFORMATION

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

54
<PAGE> 56

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
THE REGISTRANT
FLORIDA THE COMPANY, INC.
Report of Independent Certified Public Accountants........ F-2
Consolidated Balance Sheets as of June 30, 1996 and
1995................................................... F-3
Consolidated Statements of Operations for the years ended
June 30, 1996, 1995 and 1994........................... F-4
Consolidated Statement of Shareholders' Equity (Deficit)
for the years ended June 30, 1996, 1995 and 1994....... F-5
Consolidated Statements of Cash Flows for the years ended
June 30, 1996, 1995 and 1994........................... F-6
Notes to Consolidated Financial Statements................ F-7
FLORIDA THE COMPANY, INC. -- UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Unaudited Condensed Consolidated Balance Sheets as of
December 31 and June 30, 1996.......................... F-16
Unaudited Condensed Consolidated Statements of Operations
for the three and six month periods ended December 31,
1996 and 1995.......................................... F-17
Unaudited Condensed Consolidated Statements of Cash Flows
for the six months ended December 31, 1996 and 1995.... F-18
Notes to Unaudited Condensed Consolidated Financial
Statements............................................. F-19
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Introduction to Unaudited Pro Forma Financial
Information............................................ F-21
Unaudited Pro Forma Consolidated Balance Sheet as of
December 31, 1996...................................... F-22
Unaudited Pro Forma Consolidated Statement of Operations
for the six months ended December 31, 1996............. F-23
Unaudited Pro Forma Consolidated Statement of Operations
for the year ended June 30, 1996....................... F-24
Notes to Unaudited Pro Forma Consolidated Financial
Statements............................................. F-25
BUSINESSES ACQUIRED
2301 SE 17TH ST., LTD. ("PIER 66")
Reports of Independent Certified Public Accountants....... F-27
Balance Sheets as of December 31, 1996 and 1995........... F-29
Statements of Operations for the periods ended December
31, 1996, 1995 and 1994................................ F-30
Statements of Partners' Equity for the periods ended
December 31, 1996, 1995 and 1994....................... F-31
Statements of Cash Flows for the periods ended December
31, 1996, 1995 and 1994................................ F-32
Notes to Financial Statements............................. F-33
RAHN BAHIA MAR, LTD. ("BAHIA MAR")
Report of Independent Certified Public Accountants........ F-39
Balance Sheets as of December 31, 1996 and 1995........... F-40
Statements of Operations for the periods ended December
31, 1996, 1995 and 1994................................ F-41
Statements of Partners' Equity for the periods ended
December 31, 1996, 1995 and 1994....................... F-42
Statements of Cash Flows for the periods ended December
31, 1996, 1995 and 1994................................ F-43
Notes to Financial Statements............................. F-44
</TABLE>

F-1
<PAGE> 57

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,
1996 and 1995 and the related statements of operations, shareholders' equity and
cash flows for each of the three years in the period ended June 30, 1996. These
consolidated 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, 1996 and 1995, and the results of their
operations and their cash flows for each of the three years in the period ended
June 30, 1996 in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
November 13, 1996
(except with respect to the
matters discussed in Note 8(a),
as to which the date is March 4, 1997,
and matters discussed in Note 8(b), as to which
the date is February 21, 1997, and the matters
discussed in Notes 8(c), 8(d) and 8(e),
as to which the date is February 7, 1997).

F-2
<PAGE> 58

FLORIDA PANTHERS HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
JUNE 30, JUNE 30,
1996 1995
-------- --------
<S> <C> <C>
ASSETS
Current Assets:
Cash and equivalents...................................... $ 465 $ 1,237
Accounts receivable....................................... 3,119 1,924
Prepaid expenses and other................................ 172 247
-------- --------
Total current assets................................... 3,756 3,408
Property and equipment, net................................. 972 1,114
Franchise cost, net of accumulated amortization of $1,823
and $1,216 in 1996 and 1995, respectively................. 22,489 23,096
Player contract acquisition costs, net of accumulated
amortization of $19,181 and $10,676 in 1996 and 1995,
respectively.............................................. 6,507 15,012
Investment in Miami Arena operating contract................ 8,886 9,271
Capitalized signing bonuses, net of accumulated amortization
of $3,089 and $837 in 1996 and 1995, respectively......... 4,674 1,138
Other assets................................................ 476 548
-------- --------
Total assets........................................... $ 47,760 $ 53,587
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Deferred revenue.......................................... $ 988 $ 3,917
Note payable-related party................................ 40,172 22,226
Related party debt........................................ 20,000 20,000
Accounts payable and accrued expenses..................... 2,313 1,375
Other current liabilities................................. 4,313 2,774
-------- --------
Total current liabilities.............................. 67,786 50,292
Long-term debt.............................................. 25,000 25,000
Other non-current liabilities............................... 3,277 643
Commitments and contingencies (Note 7 and Note 8)
Shareholders' Equity (Deficit):
Class A common stock, $.01 par value, 100,000,000 shares
authorized and 870,968 shares issued and outstanding in
1996 and 1995.......................................... 9 9
Class B common stock, $.01 par value, 10,000,000 shares
authorized and none issued and outstanding............. -- --
Contributed capital....................................... (48,312) (22,357)
-------- --------
Total shareholders' equity (deficit)................... (48,303) (22,348)
-------- --------
Total liabilities and shareholders' equity (deficit)... $ 47,760 $ 53,587
======== ========
</TABLE>

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

F-3
<PAGE> 59

FLORIDA PANTHERS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
--------------------------------
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Revenue:
Tickets.................................................. $ 23,226 $ 9,559 $ 14,784
Television and radio..................................... 5,141 3,717 3,163
Advertising and promotions............................... 2,192 1,297 1,534
NHL Enterprise rights.................................... 885 846 761
Decoma arena operations.................................. 1,082 1,415 --
Other, primarily arena concessions....................... 1,561 912 1,440
-------- -------- --------
Total revenue.................................... 34,087 17,746 21,682
Cost of revenue:
Team operations.......................................... 32,639 15,652 17,691
Ticketing and arena operations........................... 3,319 1,558 2,498
Selling, general and administrative...................... 8,371 5,569 5,512
-------- -------- --------
Total cost of revenue............................ 44,329 22,779 25,701
Amortization and depreciation.............................. (9,815) (6,266) (6,444)
-------- -------- --------
Operating loss............................................. (20,057) (11,299) (10,463)
Interest and other, net.................................... (5,082) (4,087) (2,463)
-------- -------- --------
Net loss................................................... $(25,139) $(15,386) $(12,926)
======== ======== ========
Pro Forma net loss per share............................... $ (4.76) $ (2.96) $ (2.93)
======== ======== ========
Pro Forma weighted average shares outstanding.............. 5,276 5,203 4,405
======== ======== ========
</TABLE>

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

F-4
<PAGE> 60

FLORIDA PANTHERS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
CLASS A
COMMON STOCK
------------------ TOTAL
NUMBER OF CONTRIBUTED SHAREHOLDERS'
SHARES AMOUNT CAPITAL EQUITY (DEFICIT)
--------- ------ ----------- ----------------
<S> <C> <C> <C> <C>
Balance, July 1, 1993.............................. -- $-- $ (936) $ (936)
Net loss......................................... -- -- (12,926) (12,926)
------- --- -------- --------
Balance, June 30, 1994............................. -- -- (13,862) (13,862)
Acquisition of Decoma Entities................... 870,968 9 8,193 8,202
Net loss......................................... -- -- (15,386) (15,386)
Dividends-Decoma................................. -- -- (1,302) (1,302)
------- --- -------- --------
Balance, June 30, 1995............................. 870,968 9 (22,357) (22,348)
Net loss......................................... -- -- (25,139) (25,139)
Dividends-Decoma................................. -- -- (816) (816)
------- --- -------- --------
Balance June 30, 1996.............................. 870,968 $ 9 $(48,312) $(48,303)
======= === ======== ========
</TABLE>

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

F-5
<PAGE> 61

FLORIDA PANTHERS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
------------------------------
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss.................................................. $(25,139) $(15,386) $(12,926)
Adjustments to reconcile net loss to net cash used in
operating activities --
Depreciation and amortization.......................... 9,815 6,266 6,444
Deferred compensation.................................. 1,334 363 169
Minority interest...................................... 174 384 --
Changes in operating assets and liabilities --
Accounts receivable.................................... (1,195) 440 (1,322)
Prepaid expenses and other assets...................... (3,425) (604) (1,468)
Accounts payable and accrued expenses.................. 938 448 1,403
Deferred revenue and other liabilities................. 138 (705) (3,905)
-------- -------- --------
Net cash used in operating activities............. (17,360) (8,794) (11,605)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures...................................... (140) (161) (1,275)
-------- -------- --------
Net cash used in investing activities............. (140) (161) (1,275)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on note payable -- related party................. (3,500) (7,200) (5,500)
Borrowings from note payable -- related party............. 21,446 17,733 10,749
Payment of dividends -- Decoma............................ (816) (1,302) --
Distribution to minority interests -- Decoma.............. (402) (486) --
-------- -------- --------
Net cash provided by financing activities......... 16,728 8,745 5,249
-------- -------- --------
Net decrease in cash and equivalents.............. (772) (210) (7,631)
CASH AND EQUIVALENTS:
Balance, beginning of year................................ 1,237 1,447 9,078
-------- -------- --------
Balance, end of year...................................... $ 465 $ 1,237 $ 1,447
======== ======== ========
Supplemental Cash Flow Information:
Cash paid during the year for interest.................... $ 3,750 $ 3,461 $ 2,510
======== ======== ========
</TABLE>

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

F-6
<PAGE> 62

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996

(1) ORGANIZATION AND BASIS OF PRESENTATION

(a) General

Florida Panthers Holdings, Inc. (the "Company"), through its wholly-owned
subsidiary, Florida Panthers Hockey Club, Ltd. ("Limited" or the "Club"), owns
and operates the Florida Panthers, a professional hockey team (the "Panthers")
of the National Hockey League (the "NHL"). Additionally, the Company owns Arena
Development Company Ltd., a Florida limited partnership formed for the purpose
of developing a new multi-purpose, state-of-the-art sports and entertainment
center (the "Broward County Civic Arena") in Broward County, Florida, and Arena
Operating Company Ltd., a Florida limited partnership formed for the purpose of
managing and operating the Broward County Civic Arena. Through its ownership of
Decoma Investment, Inc. I ("Decoma I") and Decoma Investment, Inc. II ("Decoma
II"), the Company also owns approximately 78% of the partnership interests in
Decoma Miami Associates Ltd., a Florida limited partnership ("DMAL") which
operates the Miami Arena in which the Panthers currently play.

(b) Initial Public Offering and Reorganization

On November 13, 1996, the Company completed an initial public offering of
its Class A common stock. Prior to the completion of the initial public offering
and the concurrent offering (the "Offerings") Mr. H. Wayne Huizenga, the
Company's chairman, contributed the Club's Note Payable -- Related Party to the
partnership. Following this contribution, all of the Club's partnership
interests were exchanged for 4,149,710 shares of the Company's Class A common
stock and 255,000 shares of the Company's Class B common stock (the
"Recapitalization"). In addition, prior to the completion of the Offerings, all
of the partnership interests of Decoma I and Decoma II (collectively, "the
Decoma Entities") were acquired by the Company in exchange for a total of
870,968 shares of its Class A common stock. As this transaction was among
entities under common control, it has been accounted for on a historical cost
basis in a manner similar to a pooling of interests, as of their acquisition
date by Mr. Huizenga, August 6, 1994 and the Financial Statements have been
revised, accordingly.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Hockey Revenue and Expense

Revenue from Tickets, Television and radio broadcasting and Advertising and
promotions revenues generally are recorded at the time the game to which such
proceeds relate is played. Team operations expenses, principally player
compensation and game and playoff expenses (principally arena rentals and
travel) are recorded as expense on the same basis. Accordingly, advance ticket
sales and payments on television and radio broadcasting contracts and payments
for team and game expenses not earned or incurred are recorded as Deferred
revenues, Capitalized signing bonuses are amortized ratably as regular season
games are played.

(b) Arena Management Revenue and Expense

Arena management revenue is recognized as earned and the related costs are
charged to operations as incurred, in accordance with the terms of the Miami
Arena Operating Contract (the "MAC").

Pro forma net loss per share is calculated assuming that the 4,404,710
shares of the Company's common stock issued in connection with the consummation
of the Recapitalization described in Note 1 were outstanding at the beginning of
all periods presented and that the 870,968 shares issued in connection with the

F-7
<PAGE> 63

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

acquisition of the Decoma Entities were outstanding since August 6, 1994, the
date such entities were acquired by Mr. Huizenga.

(d) Cash and Equivalents

Cash and equivalents consist primarily of cash in banks and highly-liquid
investments with original maturities of 90 days or less.

(e) Note Payable -- Related Party

Note payable-related party represents a short-term borrowing of cash
required for working capital from the Company's chairman. Such note bears
interest at prime (8.25% at June 30, 1996) and is required to be repaid on
demand.

(f) Property and Equipment

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

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

(g) Franchise Cost

The Club was required to pay a $50,000,000 franchise fee to the NHL, of
which $25,688,000 was allocated to the contracts of players selected in the 1993
expansion draft. The allocation was based upon the fair value of the player
contracts acquired as determined by an independent appraisal firm. The portion
allocable to player contracts is being amortized on a straight-line basis over
the estimated useful lives of the contracts which has been determined to be
approximately 6 years. The remaining portion of the franchise fee is classified
as Franchise costs in the accompanying balance sheets and is being amortized on
a straight-line basis over a 40 year life. For the fiscal years ended June 30,
1996, 1995 and 1994, the Club amortized $8,504,800, $5,083,856 and $5,592,189,
respectively, in player contract acquisition costs. The amortization for the
fiscal years ended June 30, 1996, 1995 and 1994 includes $4,899,630, $961,638
and $1,469,971 respectively, related to the write-off of unamortized player
contract costs due to the outright release of certain players and the
write-downs of contracts of active players to reflect reductions in remaining
value.

The Club 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.

The Club continually evaluates whether events and circumstances have
occurred that indicate that the remaining estimated useful life of intangible
assets, such as franchise cost and player contract acquisition costs, may
warrant revision or that the remaining balance of the intangible asset may not
be recoverable. If factors indicate that the franchise cost or player contract
acquisition costs may be impaired, the Club uses an estimate of the remaining
value of the franchise rights or the individual player's contract in measuring
whether the intangible asset is recoverable. Unrecoverable amounts are charged
to operations in the applicable period.

Effective July 1, 1995, the Company implemented the provisions of the
Financial Accounting Standards Board's ("FASB") Statement of Financial
Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of." As the Company
had continually evaluated the realizability of its long-lived assets, adoption
of the statement did not have a material effect on the Company's financial
statements at the date of adoption.

F-8
<PAGE> 64

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(h) Player Contract Costs

Signing bonuses are amortized over the life of the player contract. Such
signing bonuses expensed totaled approximately $2,251,700, $617,000 and $220,000
in the years ended June 30, 1996, 1995 and 1994, respectively, and have been
included in Team operations in the accompanying consolidated statements of
operations.

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 Club 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
payment of a portion of the player's salary for the remaining term of the
contract or until the player can resume playing.

(i) Investment in Miami Arena Operating Contract

Amounts invested in the MAC have been reflected as Investment in Miami
Arena operating contract in the accompanying combined balance sheets. Such
amounts are being amortized using the straight-line method over the remaining
term of the MAC.

(j) Deferred Revenue

Deferred revenue as of June 30, 1996, 1995 and 1994 consists primarily of
payments for ticket purchases for the respective upcoming seasons. Ticket
revenue is recognized as the underlying games are played.

(k) Income Taxes

The Company, as of the date of its incorporation, has 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". The adoption of SFAS No. 109 did not have a material
impact on the financial position or results of operations of the Company.

Prior to the reorganization discussed above, the Company's subsidiaries
were non-tax paying entities. Accordingly, for all periods presented, no income
tax provision has been provided, nor have any deferred tax assets or liabilities
been established.

(l) Concession Agreement

Certain unrelated third party companies have the rights, at home games, to
sell consumable and non-consumable concessions. The Club is entitled to
effectively receive amounts ranging from 7% to 35% of the hockey net consumable
and non-consumable concessions income. The Club recorded $832,303, $363,401 and
$763,651 for the years ended June 30, 1996, 1995 and 1994, respectively, in
hockey net consumable and non-consumable concessions income. Such amounts have
been included as a component of Other revenue in the accompanying consolidated
statements of operations.

(m) Television and Radio Agreements

In August 1996, the Company entered into a letter of intent with
SportsChannel Florida ("SportsChannel") for the local broadcast of the Panthers'
games. The Company's chairman currently owns 50% of SportsChannel and he holds
an option to purchase an additional 20% ownership interest of SportsChannel.
Under the terms of this letter of intent, the Company shall grant to
SportsChannel broadcast rights (other

F-9
<PAGE> 65

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

than radio broadcast rights) to all of the Panthers' pre-season, regular season
and certain post-season away games during the 1996-97 season. The letter of
intent may be extended for an additional season upon notice by the Company. The
obligations of the Company and SportsChannel are subject to the negotiation of a
definitive agreement. There can be no assurance that the Company and
SportsChannel will enter into a definitive agreement. Currently, the Company and
SportsChannel have been operating under the terms of this letter of intent.

In addition, the Club entered into a letter of intent with Sunshine
Wireless Company Inc. ("Sunshine") for the local radio broadcast of all of the
Panthers' games. Under the terms of this letter of intent, Sunshine will have
local radio broadcast rights to all of the Panthers' pre-season, regular season
and post-season games during the 1996-97 season. Currently, the Company and
Sunshine have been operating under the terms of this letter of intent.

(n) Advertising Agreements

The Club has entered into multi-year agreements with several sponsors for
advertising and promotional activities. Such agreements expire at various dates
through June 30, 1998. The Club recognizes this revenue on a pro-rata basis over
the term of the underlying agreements.

(o) Fair Value of Financial Instruments

As of June 30, 1996 and 1995, the carrying amount of cash and equivalents,
accounts receivable, note payable-related party, accounts payable and accrued
expenses and long-term debt are reflected in the financial statements at cost
which approximates fair value.

(p) Use of Estimates

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 revenues and expenses during the
reporting period. Actual results could differ from those estimates.

(q) Presentation

The accompanying consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated. Certain amounts in the
accompanying financial statements have been reclassified to conform with the
current year presentation.

(r) Stock-Based Compensation

In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation". Under the provisions of SFAS No. 123, 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. However, if the provisions
of APB No. 25 are continued, pro forma disclosures of net income or loss and
earnings or loss per share must be presented in the financial statements as if
the fair value method had been applied. The Company intends to recognize
compensation costs under the provisions of APB No. 25, and upon adoption of SFAS
No. 123 as of July 1, 1996, will provide the expanded disclosure required by
SFAS No. 123. As of November 13, 1996, a stock option plan had not yet been
formalized.

F-10
<PAGE> 66

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(3) THE MIAMI ARENA

The Miami Arena (the "Arena") is owned by the Miami Sports and Exhibition
Authority ("MSEA"), an agency of the City of Miami. Under the terms of the MAC
between MSEA and DMAL, DMAL was engaged to operate the Arena. The MAC is
scheduled to expire on July 8, 2020. Leisure Management Miami, Inc. ("LMMI"),
has been engaged to manage the operations of the Arena, including rental of
space, advertising, promotion, marketing, events management, box office, public
relations and all custodial and support services. During 1994, subsequent to the
execution of the MAC, approximately 50% of LMMI was acquired by the Company's
chairman.

A summary of certain terms of the MAC is presented below:

(a) Operating Income (Loss)

Under the terms of the MAC, the Arena's operating income (as defined by the
MAC) is used to fund certain expenses, and required payments before any
distributions are made to DMAL and MSEA.

(b) Seat Use Fee

In accordance with the terms of the MAC, a $.75 to $1.00 seat use fee is
collected by the Arena as part of the purchase price of all tickets sold. This
charge is remitted quarterly to DMAL and MSEA based on percentages detailed in
the MAC and is recognized by the Decoma Entities in the period during which the
amount of such fees has been estimated and is determined to be collectible.

Under the terms of the MAC, DMAL is to receive a management fee from the
Arena consisting of a fixed and variable operating payment. The fixed operating
payment is based on an annual amount of $275,000, as adjusted for inflation. The
variable operating payment is calculated as defined in the MAC, based upon the
revenues of the Arena. In accordance with the terms of the MAC, the variable
operating payment is made only after the Arena's operating income (as defined in
the MAC) has been used to fund certain operating expenses and required payments.
Any unpaid management fees are deferred up to a maximum of $1,000,000. DMAL is
not entitled to recover any unpaid management fees in excess of $1,000,000. The
Decoma Entities recognize variable operating payments as revenue in the period
during which the amount of such payments has been determined and the
collectibility is considered to be probable.

(4) RELATED PARTY TRANSACTIONS

During the year ended June 30, 1994, certain private corporate aircraft
owned by Huizenga Holdings, Inc. ("HHI", a corporation whose sole shareholder is
the Company's chairman) and its subsidiaries were leased by the Club. To the
extent that such aircraft were used by Club employees, the actual operating and
overhead costs related to such aircraft was charged back to the Club based on
its pro-rata share of flight hours used during any given month. The Club
incurred $94,613 of such charges in the year ended June 30, 1994. No such
related party charges were incurred during the years ended June 30, 1996 and
1995.

The Club pays a management fee to HHI equal to 1% of total revenue,
excluding all NHL national television revenue and NHL Enterprise rights. Such
fees totaled $293,239, $132,339 and $193,576 for the years ended June 30, 1996,
1995 and 1994, respectively, and are reflected as a component of Selling,
general and administrative expenses in the accompanying consolidated statements
of operations.

During 1996, 1995 and 1994, the Company incurred interest expense of
$3,448,136, $2,306,986 and $1,364,624, respectively, to related parties.

F-11
<PAGE> 67

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(5) RELATED PARTY AND LONG-TERM DEBT

In June 1993, the Company entered into a $25,000,000 revolving credit
facility with a bank for the purpose of financing a portion of the $50,000,000
NHL franchise fee and to obtain working capital for use by Limited. The credit
facility was subsequently converted to a $25,000,000 term loan. The Company is
required to make quarterly interest payments through June 30, 1997 and quarterly
principal and interest payments
commencing July 1, 1997 and expiring May 31, 2001. The interest rate is LIBOR
plus .75 percent per annum (6.34% at June 30, 1996). Following the completion of
the Offerings discussed above, this term loan was repaid in full.

In connection with this term loan, the Club is required to maintain
compliance with certain financial and other covenants. Substantially all of the
assets of the Club have been pledged as collateral and the Company's chairman
has provided a guaranty of the obligations related to this term loan.

In June 1993, Limited entered into an agreement with an affiliate, Panthers
Investment Venture ("PIV"), whereby Limited borrowed $20,000,000 bearing
interest at LIBOR plus .75 percent per annum (6.34% at June 30, 1996). This note
was issued contemporaneously with, and with terms similar to, a promissory note
issued by PIV to a bank. PIV was a joint venture between the Company's chairman
and Blockbuster Entertainment Corporation ("BEC"). However, during fiscal 1996,
the terms of the joint venture agreement were modified such that BEC was no
longer a party to the venture. PIV's note payable to the bank is guaranteed by
the Company's chairman. This note is subordinated to the $25,000,000 term loan
discussed above. Following the completion of the Offerings discussed above, this
note was repaid in full.

The Club paid a commitment fee of $225,000 in connection with disbursements
under these long-term debt arrangements. This amount has been capitalized as
Other assets in the accompanying consolidated balance sheets and is being
amortized over the period of the debt.

The Club has entered into a series of interest rate swap agreements which
synthetically fix the interest rates on the long-term debt agreements at 5.19%
and 4.85% for the $25,000,000 term loan and the $20,000,000 PIV note payable,
respectively. Such agreements expire concurrently with the underlying debt
agreements. The Club accounts for these agreements as a hedge against the risk
of future increases in interest rates. For the years ended June 30, 1996 and
1994, the Club recognized interest expense and income of approximately $353,000
and $134,000, respectively, as a result of entering into these interest rate
swap agreements. For the year ended June 30, 1995, the Club recognized interest
income and expense of $329,000 and $63,000, respectively, as a result of
entering into these interest rate swap agreements. Amounts related to these
interest rate swap agreements are reflected as a component of net interest
expense in the accompanying consolidated statements of operations.

(6) EMPLOYEE BENEFIT PLANS

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 $179,606, $89,379 and $183,564 for the years ended June 30, 1996, 1995
and 1994, respectively. Such contributions are included in Team operations in
the accompanying consolidated statements of operations.

Certain of the Club'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. Game day arena employees are
ineligible to participate in the 401(k). The Club 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 Club matching contributions is at the rate of 20% after one year of
plan participation, 40% after two years, 60%

F-12
<PAGE> 68

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

after three years, 80% after four years and 100% after five years. The Club did
not make a discretionary contribution in 1996, 1995 or 1994.

Through March 31, 1995, the Club's employees other than players and coaches
were covered under a self-insured group health plan sponsored by HHI. The Club
fully reimbursed the third-party administrator for its actual billed cost,
including the cost of all paid claims for all Club employees other than coaches
and players. Beginning April 1, 1995 the Club obtained commercial insurance
coverage to cover such employees' 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 Club pays 100% of the
premiums.

(7) COMMITMENTS AND CONTINGENCIES

The Club is a party to a license agreement with LMII for the use of the
Arena, for its home games. In May 1996, the Company entered into an amendment to
the lease for the Miami Arena (the "Lease Agreement"), extending the term of the
lease (which was scheduled to expire at the end of the 1995-96 season) to July
31, 1998, with two one-year options for the 1998-99 season and the 1999-2000
season. The Lease Agreement contained substantially the same economic terms as
the Miami Arena lease and was subject to approval of MSEA. In June 1996, MSEA
rejected the Lease Agreement and demanded that the Panthers vacate the Miami
Arena. Subsequently, the Company sought and obtained a preliminary injunction
enjoining MSEA from taking actions to prevent the Panthers from utilizing the
Miami Arena pursuant to the Lease Agreement. MSEA has indicated that it plans to
appeal the decision rendered by the court. In the event MSEA is ultimately
successful in its appeal, the Company will need to find and enter into a lease
for an alternative playing site (within or outside of Florida) until such time
as the Broward County Civic Arena is completed. There can be no assurance that
the Company will be able to find and enter into a lease for an alternative
playing site.

The terms of the license 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,
1996, 1995 and 1994, rent expense for the lease of the Arena was $1,787,795,
$729,382 and $1,173,181, respectively.

The Club has entered into employment agreements with various player and
non-player employees which expire at various dates through June of 1999. As of
June 30, 1996, the terms of these employment agreements require future payments,
excluding bonuses, as follows:

<TABLE>
<CAPTION>
FISCAL
- ------
<S> <C>
1997........................................................ $17,757,121
1998........................................................ 11,351,083
1999........................................................ 2,013,049
-----------
$31,121,253
===========
</TABLE>

In June 1996, the Company entered into a license agreement for the use of
the Broward County Civic Arena (the "Broward License Agreement"). In connection
therewith, Broward County will receive revenue (the "County Preferred Revenue")
from the operations of the Broward County Civic Arena for an amount to be
determined concurrent with the issuance of the bonds. 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 Broward County Civic Arena
will be sufficient to provide Broward County with the County Preferred Revenue.
The Broward License Agreement commences upon the completion of construction of
the Broward County Civic Arena, which is currently scheduled for October 1,
1998; however, the commencement of the Broward License Agreement may be deferred
by the Club until the following NHL hockey season in the event the

F-13
<PAGE> 69

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Broward County Civic Arena is completed between March 1 and July 1, 1999. Once
commenced, the Broward License Agreement is for a term of 30 years, which may be
extended for five year periods, subject to certain conditions, pursuant to
options granted to the Club by Broward County.

The Broward License Agreement entitles the Company to exclusive use of the
Broward County Civic Arena during the playing of all its home games, and
provides for nonexclusive use by the Club for practices and other team uses.
Additionally, the License Agreement provides the Company with exclusive use of
certain spaces within the Broward County Civic Arena to be used for a retail
store, offices, a box office, a locker room and a training and weight room. The
Broward License Agreement contains a use covenant which requires the
Company to play all of its home games at the Broward County Civic Arena during
the term of the Broward License Agreement.

Pursuant to the Broward License Agreement, the Company is entitled to
receive all revenues from the sale of (i) general seating ticket sales for its
home games to be played at the Broward County Civic Arena, (ii) non-consumable
concession items at the Broward County Civic Arena during its home games, (iii)
items in the Club's retail store to be located within the Broward County Civic
Arena, (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 Broward County Civic Arena, (v) advertising within
or on certain designated locations at the Broward County Civic Arena during
hockey related events and (vi) Panthers' related sponsorships or NHL league-wide
sponsorships. In addition, the Club is entitled to receive the first $14 million
of "net operating income" generated by the Broward County Civic Arena and 80%
with Broward County receiving 20% of all net operating income generated by the
Broward County Civic Arena in excess of $14 million. "Net operating income" is
defined to include revenues from building naming rights fees, food and beverage
concessions, parking, non-hockey related advertising and all other revenues
generated from non-hockey related events offset by certain arena operating and
financing costs.

The Club is obligated to pay rent in the amount of $7,500 per home game
played by the Panthers at the Broward County Civic Arena 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.

(8) SUBSEQUENT EVENTS

(a) Exchange Agreements

On December 22, 1996, the Company entered into two definitive agreements
(the "Exchange Agreements"), relating to the acquisition by the Company of
direct and indirect ownership interests in each of the Hyatt Regency Pier 66
Resort & Marina and the Radisson Bahia Mar Beach Resort, in exchange for
4,450,000 shares and 3,950,000 shares of the Company's Class A Common Stock,
respectively (together, the "Exchanges"). The Exchanges were consummated on
March 4, 1997.

(b) Broward County Litigation

F-14
<PAGE> 70

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

contracts to which the ordinance applies must contain such a provision. The
lawsuit asked for a declaratory judgement 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 has not
yet determined whether or not to pursue an appeal. An unfavorable outcome of
this suit may require the Company to incur additional costs of up to $7,500,000.

On January 31, 1997, the Company acquired substantially all of the
business, assets and operations of Iceland (Coral Springs) Corp. and Iceland
Holdings, Inc., including the business, assets and operations of an operating
twin pad ice rink facility. In addition, the Company acquired from an
architectural firm and its principal certain architectural plans and designs
relating to the ice rink facility. The consideration paid by the Company in
connection with these acquisitions consisted of the assumption by the Company of
a maximum obligation of approximately $8,100,000 in construction-related
obligations, of which approximately $6,700,000 was repaid upon consummation of
the referenced acquisition, $1,000,000 in cash and 212,766 shares of
unregistered, but otherwise unrestricted, Class A Common Stock with a market
value, if registered and tradeable, of $5,000,000. These acquisitions will be
accounted for as a purchase business combination.

(d) Private Placement Transaction

On January 30, 1997, the Company issued and sold 2,460,000 unregistered,
but otherwise unrestricted (i.e., such shares are not subject to any type of
"lockup" agreement), shares of Class A Common Stock in a Private Placement at a
price of $27.75 per share. The Private Placement resulted in net proceeds to the
Company of $66,976,550 after deducting placement agency fees and other expenses.

(e) Securities Litigation

On January 28, 1997 and February 3, 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 intends to vigorously defend
against these suits.

F-15
<PAGE> 71

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1996 1996
------------ --------
<S> <C> <C>
ASSETS
Current Assets:
Cash and equivalents...................................... $23,668 $ 465
Accounts receivable....................................... 6,021 3,119
Prepaid expenses and other................................ 1,347 172
------- --------
Total current assets................................. 31,036 3,756
Property and equipment, net................................. 1,467 972
Franchise cost, net of accumulated amortization of $2,127
and $1,823 as of December 31, 1996 and June 30, 1996,
respectively.............................................. 22,185 22,489
Player contract acquisition costs, net of accumulated
amortization of $20,312 and $19,180 as of December 31,
1996 and June 30, 1996 respectively....................... 5,375 6,507
Investment in Miami Arena operating contract................ 8,701 8,886
Other assets................................................ 4,973 5,150
------- --------
Total assets.............................................. $73,737 $ 47,760
======= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Deferred revenue.......................................... $11,588 $ 988
Note payable-related party (Note 4)....................... -- 40,172
Related party debt (Note 4)............................... -- 20,000
Accounts payable and accrued expenses..................... 5,481 2,313
Other current liabilities................................. 3,284 4,313
------- --------
Total current liabilities............................ 20,353 67,786
Long-term debt (Note 4)..................................... -- 25,000
Other non-current liabilities............................... 3,341 3,277
Shareholders' equity:
Class A Common Stock, $.01 par value, 100,000,000 shares
authorized and 12,320,678 shares issued and
outstanding............................................ 123 9
Class B Common Stock, $.01 par value, 10,000,000 shares
authorized and 255,000 shares issued and outstanding... 3 --
Contributed capital....................................... 51,680 (48,312)
Accumulated deficit....................................... (1,763) --
------- --------
Total shareholders' equity (deficit)................. 50,043 (48,303)
------- --------
Total liabilities and shareholders' equity (deficit)...... $73,737 $ 47,760
======= ========
</TABLE>

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

F-16
<PAGE> 72

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------------------ ----------------------
1996 1995 1996 1995
------- -------------- ------- -----------
<S> <C> <C> <C> <C>
Revenue:
Tickets.................................. 7,976 7,958 8,659 8,389
Other revenue............................ 6,240 4,318 6,724 4,723
------- ------- ------- --------
Total revenue.................... 14,216 12,276 15,383 13,112
Cost of Revenue:
Team operations.......................... 12,351 11,346 14,667 14,090
Other costs of revenue................... 3,537 2,899 5,381 4,596
------- ------- ------- --------
Total cost of revenue............ 15,888 14,245 20,048 18,686
Amortization & depreciation................ 884 1,367 1,795 2,730
------- ------- ------- --------
Net operating loss.................... (2,556) (3,336) (6,460) (8,304)
Interest and other, net.................... 969 1,157 2,339 2,233
------- ------- ------- --------
Net loss.............................. $(3,525) $(4,493) $(8,799) $(10,537)
======= ======= ======= ========
Per share data (Note 3):
Pro forma net loss per share............. $ (0.37) $ (0.85) $ (1.19) $ (2.00)
======= ======= ======= ========
Weighted average shares outstanding........ 9,560 5,276 7,418 5,276
======= ======= ======= ========
</TABLE>

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

F-17
<PAGE> 73

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31,
--------------------
1996 1995
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss.................................................. $ (8,799) $(10,537)
Adjustments to reconcile net loss to net cash used for
operating activities-
Depreciation and amortization.......................... 1,795 2,730
Deferred compensation.................................. (321) 375
Minority interest...................................... 289 140
Changes in operating assets and liabilities-
Accounts receivable.................................... (2,902) (2,620)
Prepaid expenses and other assets...................... (1,018) (4,826)
Accounts payable and accrued expenses.................. 2,971 793
Deferred revenue and other liabilities................. 9,598 6,744
-------- --------
Net cash provided by (used in) operating
activities...................................... 1,613 (7,201)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures................................... (649) (63)
-------- --------
Net cash used in investing activities............. (649) (63)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of Common Stock............. 66,322 --
Payment on related party debt.......................... (20,000) --
Payments on note payable-related party................. -- (3,500)
Increase to note payable-related party................. 1,131 12,027
Payment of Long-term debt.............................. (25,000) --
Payment of dividends-Decoma............................ (140) (199)
Distribution to minority interests-Decoma.............. (74) (57)
-------- --------
Net cash provided by financing activities......... 22,239 8,271
-------- --------
Net increase in cash and equivalents.............. 23,203 1,007
Cash at beginning of period................................. 465 1,237
-------- --------
Cash at end of period....................................... $ 23,668 $ 2,244
======== ========
</TABLE>

NON-CASH TRANSACTIONS:

In conjunction with the Offerings and Reorganization, total note
payable-related party of $40,963 was exchanged for 4,149,710 shares of Class A
Common Stock and 255,000 shares of Class B Common Stock of Florida Panthers
Holdings, Inc.

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

F-18
<PAGE> 74

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF DOLLARS)

1. INTERIM FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements of
Florida Panthers Holdings, Inc. (the "Company") have been prepared by the
Company without audit pursuant to the rules and regulations of the Securities
and Exchange Commission. All significant intercompany accounts and transactions
have been eliminated. Certain information related to the Company's organization,
significant accounting policies and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These unaudited condensed
consolidated financial statements reflect, in the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
fairly state the financial position and the results of operations for the
periods presented and the disclosures herein are adequate to make the
information presented not misleading. Operating results for the interim periods
presented are not indicative of the results that can be expected for a full
year.

The accompanying statements of operations cover the three month periods,
and six month periods, ended December 31, 1996 and 1995. For financial reporting
purposes, the Company recognizes all hockey related revenues and expenses over
the course of the hockey season on a per game basis. With the National Hockey
League ("NHL") regular season beginning in early October, the three month period
ended December 31, 1996 encompassed 17 of the 41 Panthers regular season home
games. Based on the present NHL regular season schedule, which extends from
early October through mid April, most of the Company's revenues and expenses
will be reported in the second and third quarters. In the event the Panthers
participate in the playoffs, the Company will realize additional revenue and
incur additional expenses during the fourth quarter.

2. THE OFFERINGS

The Company sold a total of 7.3 million shares of Class A Common Stock in
the Offerings. Of the 7.3 million shares, 2.7 million were sold to the public in
an Initial Public Offering ("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. The Company's Offerings were declared effective by the
Securities and Exchange Commission on November 8, 1996 and shares of Class A
Common Stock began trading on NASDAQ on November 13, 1996.

In connection with the Offerings, and pursuant to an agreement, the Company
acquired all of the partnership interests of the Florida Panthers Hockey
Panthers Holdings, 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.
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 ("Decoma"), in exchange for 870,968 shares of its Class A Common
Stock. Collectively, these transactions are referred to as the Reorganization.

<TABLE>
<CAPTION>
COMMON STOCK OUTSTANDING AFTER THE OFFERINGS:
- -------------------------------------------------------------------------
<S> <C>
Class A Common Stock................................ 12,320,678 shares
Class B Common Stock................................ 255,000 shares
-----------------
Total............................................... 12,575,678 shares
=================
</TABLE>

3. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated statements of operations
present the combined results of operations of the Partnership and Decoma for the
periods presented. The accompanying unaudited

F-19
<PAGE> 75

FLORIDA PANTHERS HOLDINGS, INC.

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

condensed consolidated balance sheets present the combined financial position of
Panthers Ltd. and Decoma as of June 30, and December 31, 1996.

Pro-forma weighted average shares outstanding for the three and six month
periods ended December 31, 1996 and 1995 include the 5,275,678 shares issued in
accordance with the provisions of the Reorganization as if the Reorganization
had occurred at the beginning of such periods presented. Such Pro-forma weighted
average shares outstanding include the 7.3 million shares sold in the Offerings
from the date of issuance.

4. USE OF PROCEEDS/REPAYMENT OF OUTSTANDING DEBT

The net proceeds from the sale of stock in the Offerings totaled
approximately $66.3 million. Shortly after the completion of the Offerings,
$45.0 million of the net proceeds of the Offerings was used to repay the
Company's indebtedness outstanding under the two term loans (which were used to
pay the Company's cost of acquiring its NHL franchise). The remaining $21.3
million will be used for general working capital, including funding of net
operating losses. Additionally, in conjunction with the Offerings and
Reorganization, Mr. Huizenga received 4,149,710 shares of Class A Common Stock
and 255,000 shares of Class B Common Stock in exchange for a note owed to him by
the Company which represented cumulative advances, plus interest, totaling
approximately $41.0 million as of September 30, 1996.

F-20
<PAGE> 76

FLORIDA PANTHERS HOLDINGS, INC.

INTRODUCTION TO
UNAUDITED PRO FORMA FINANCIAL INFORMATION

GENERAL

The following Unaudited Pro Forma Consolidated Balance Sheet as of December
31, 1996 and the Unaudited Pro Forma Statements of Operations for the year ended
June 30, 1996 and six months ended December 31, 1996 reflect adjustments to
Florida Panthers Holdings, Inc., Hyatt Regency Pier 66 Hotel ("2301 Ltd.") and
Radisson Bahia Mar Resort and Yachting Center ("Rahn, Ltd.") historical
financial position and results of operations to give effect to the transactions
discussed below as if such transactions had been consummated at December 31,
1996, or at the beginning of the period presented.

THE EXCHANGES

Pursuant to the Pier 66 Exchange Agreement, on March 4, 1997 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 2301 Ltd. were exchanged for 4,450,000 shares
of Class A Common Stock. Pursuant to the Bahia Mar Exchange Agreement, on March
4, 1997 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 Rahn Ltd.
were exchanged for 3,950,000 shares of Class A Common Stock. After the
consummation of the transactions contemplated by the Exchange Agreements, the
Company owns all of the ownership interests of each of the entities which own,
directly or indirectly, all of the general and limited partnership interests in
2301 Ltd. and Rahn Ltd.

THE OFFERINGS

The Unaudited Pro Forma Statements of Operations reflect the Company's
initial public offering and concurrent offering, which were effective November
13, 1996 and the application of the net proceeds therefrom, as if these
offerings had occurred at the beginning of the periods presented.

PRIVATE PLACEMENT TRANSACTION

On January 30, 1997, the Company issued and sold 2,460,000 shares of
unregistered, but otherwise unrestricted, Class A Common Stock in a Private
Placement at a price of $27.75 per share. The Private Placement resulted in net
proceeds to the Company of $66,976,550 after deducting placement agency fees and
other expenses and has been reflected in the Unaudited Pro Forma Consolidated
Balance Sheet as if it had occurred on December 31, 1996.

F-21
<PAGE> 77

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

DECEMBER 31, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
PRO FORMA BUSINESSES ACQUIRED(M) PRO FORMA AS
FLORIDA ADJUSTMENTS PRO FORMA ------------------------------------ ADJUSTED FOR
PANTHERS FOR PRIVATE FOR PRIVATE ACQUISITION THE BUSINESSES
HOLDINGS, INC. PLACEMENT(N) PLACEMENT 2301 LTD. RAHN LTD. ADJUSTMENTS ACQUIRED(M)
-------------- ------------ ----------- --------- ---------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and equivalents..... $23,668 $66,977 $ 90,645 $ 5,666 $ 2,654 $ (8,320)(a) $ 90,645
Accounts receivable...... 6,021 6,021 1,271 605 (1,876)(a) 6,021
Prepaid expenses and
other.................. 1,347 1,347 470 268 (738)(a) 1,347
------- ------- -------- ------- ------- -------- --------
Total current assets..... 31,036 66,977 98,013 7,407 3,527 (10,934) 98,013
Property and equipment,
net...................... 1,467 1,467 28,436 28,907 62,833(b) 121,643
Franchise cost, net........ 22,185 22,185 22,185
Player contract acquisition
costs, net............... 5,375 5,375 5,375
Investment in Miami Arena
operating contract....... 8,701 8,701 8,701
Other assets............... 4,973 4,973 350 192 (542)(a) 4,973
------- ------- -------- ------- ------- -------- --------
Total assets............. $73,737 $66,977 $140,714 $36,193 $32,626 $ 51,357 $260,890
======= ======= ======== ======= ======= ======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Deferred revenue......... $11,588 $ 11,588 $ 11,588
Accounts payable and
accrued expenses....... 5,481 5,481 $ 2,109 $ 1,346 $ (3,455)(a) 5,481
Current portion of
long-term debt......... -- 15,495 15,495
Other current
liabilities............ 3,284 3,284 3,284
------- ------- -------- ------- ------- -------- --------
Total current
liabilities............ 20,353 20,353 2,109 16,841 (3,455) 35,848
Long-term debt............. -- 25,742 25,742
Other non-current
liabilities.............. 3,341 3,341 3,341
Shareholders' Equity
Class A Common Stock... 123 25 148 84(c) 232
Class B Common Stock... 3 3 3
Contributed capital.... 51,680 66,952 118,632 8,342 15,785 54,728 (a)(c 197,487
Accumulated deficit.... (1,763) (1,763) (1,763)
------- ------- -------- ------- ------- -------- --------
Total shareholders'
equity............... 50,043 66,977 117,020 8,342 15,785 54,812 195,959
------- ------- -------- ------- ------- -------- --------
Total liabilities and
shareholders'
equity............... $73,737 $66,977 $140,714 $36,193 $32,626 $ 51,357 $260,890
======= ======= ======== ======= ======= ======== ========
</TABLE>

F-22
<PAGE> 78

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

SIX MONTHS ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
PRO FORMA
FLORIDA BUSINESSES ACQUIRED(1) AS ADJUSTED
PANTHERS PRO FORMA ----------------------------------- FOR THE
HOLDINGS, INC. OFFERING AS ACQUISITION BUSINESSES
ACTUAL ADJUSTMENT ADJUSTED 2301 LTD. RAHN LTD. ADJUSTMENTS ACQUIRED(M)
-------------- ----------- --------- --------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Ticket sales............... $ 8,659 $ 8,659 $ 8,659
Television and radio....... 2,795 2,795 2,795
Advertising and
promotion................ 1,503 1,503 1,503
Arena operations........... 1,301 1,301 1,301
Rooms...................... $ 5,461 $ 2,913 8,374
Yachting and marina
services................. 1,567 2,011 3,578
Food, beverage and
banquets................. 3,956 1,233 5,189
Telephone, retail and
other.................... 1,101 1,192 2,293
Other, primarily
concessions.............. 1,125 1,125 1,125
------- ------ ------- ------- ------- ----- -------
Total revenue........ 15,383 15,383 12,085 7,349 34,817
Cost of revenues:
Team operations............ 14,667 14,667 14,667
Ticketing and arena
operations............... 1,284 1,284 1,284
Rooms...................... 1,333 724 2,057
Yachting and marina
services................. 494 433 927
Food, beverage and
banquets................. 3,097 1,026 4,123
Telephone, retail and
other.................... 509 541 1,050
Selling, general and
administrative........... 4,097 4,097 3,883 2,531 10,511
------- ------ ------- ------- ------- ----- -------
Total cost of
revenue............ 20,048 20,048 9,316 5,255 34,619
Amortization and
depreciation............... (1,795) (1,795) (851) (996) $(729)(e) (4,371)
------- ------ ------- ------- ------- ----- -------
Operating income (loss)...... (6,460) (6,460) 1,918 1,098 (729) (4,173)
Interest and other, net...... (2,339) $2,069(d) (270) (1,107) (608) (1,985)
------- ------ ------- ------- ------- ----- -------
Net income (loss)............ $(8,799) $2,069 $(6,730) $ 811 $ 490 $(729) $(6,158)
======= ====== ======= ======= ======= ===== =======
Loss per share............... $ (1.19)(f) $ (0.62)(g) $ (0.32)(h)
======= ======= =======
Pro Forma weighted average
shares outstanding......... 7,418(f) 10,837(g) 19,237(h)
======= ======= =======
</TABLE>

F-23
<PAGE> 79

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED JUNE 30, 1996

<TABLE>
<CAPTION>
PRO FORMA
FLORIDA BUSINESSES ACQUIRED(L) AS ADJUSTED
PANTHERS PRO FORMA ----------------------------------- FOR THE
HOLDINGS, INC. OFFERING AS ACQUISITION BUSINESSES
ACTUAL ADJUSTMENT ADJUSTED 2301 LTD. RAHN LTD. ADJUSTMENTS ACQUIRED(M)
-------------- ---------- --------- --------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Ticket sales................ $ 23,226 $ 23,226 $ 23,226
Television and radio........ 5,141 5,141 5,141
Advertising and promotion... 2,192 2,192 2,192
Arena operations............ 1,082 1,082 1,082
Rooms....................... $12,036 $ 6,251 18,287
Yachting and marina
services.................. 3,481 3,813 7,294
Food, beverage and
banquets.................. 8,309 2,379 10,688
Telephone, retail and
other..................... 2,513 2,365 4,878
Other, primarily
concessions............... 2,446 2,446 2,446
-------- ------ -------- ------- ------- -------- --------
Total revenue......... 34,087 34,087 26,339 14,808 75,234
Cost of revenue:
Team operations............. 32,639 32,639 32,639
Ticketing and arena
operations................ 3,319 3,319 3,319
Rooms....................... 2,698 1,402 4,100
Yachting and marina
services.................. 1,175 733 1,908
Food, beverage and
banquets.................. 6,340 1,870 8,210
Telephone, retail and
other..................... 1,078 1,088 2,166
Selling, general and
administrative............ 8,371 8,371 7,957 5,068 21,396
-------- ------ -------- ------- ------- -------- --------
Total cost of
revenue............. 44,329 44,329 19,248 10,161 73,738
Amortization and
depreciation................ (9,815) (9,815) (1,608) (1,935) $ (1,458)(e) (14,816)
-------- ------ -------- ------- ------- -------- --------
Operating income (loss)....... (20,057) (20,057) 5,483 2,712 (1,458) (13,320)
Interest and other, net....... (5,082) $5,030(d) (52) (2,299) (1,340) (3,691)
-------- ------ -------- ------- ------- -------- --------
Net income (loss)............. $(25,139) $5,030 $(20,109) $ 3,184 $ 1,372 $ (1,458) $(17,011)
======== ====== ======== ======= ======= ======== ========
Loss per share................ $ (4.76)(i) $ (1.99)(j) $ (0.92)(k)
======== ======== ========
Pro Forma weighted average
shares outstanding.......... 5,276(i) 10,114(j) 18,514(k)
======== ======== ========
</TABLE>

F-24
<PAGE> 80

FLORIDA PANTHERS HOLDINGS, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS

(a) Represents the removal of certain assets and liabilities of the businesses
acquired (principally working capital which are not subject to the Exchange
Agreements) from the balance sheet.

(b) Amount represents the step-up in cost basis of property and equipment
acquired. The excess of purchase price over historical cost is allocated
based upon the relative market values as follows (in 000's):

<TABLE>
<CAPTION>
2301 LTD. RAHN LTD. TOTAL
--------- --------- -------
<S> <C> <C> <C>
Land.......................................... $13,345 $13,345
Land improvements............................. 2,235 2,235
Building improvements......................... 22,143 $23,708 45,851
Furniture, fixtures and equipment............. 1,402 1,402
------- ------- -------
$39,125 $23,708 $62,833
======= ======= =======
</TABLE>

The relative market values of property and equipment were determined by the
Company's management in consultation with representatives of Rahn
Properties, the current property manager. Factors considered in the
allocation include trends in the hospitality industry and local real estate
market as well as previously performed independent market valuations of the
acquired properties. Although such allocation is preliminary, management
believes that no material adjustments will be required once the Company's
due diligence process has been completed.

(c) Represents the issuance of 8,400,000 shares of unregistered common stock,
which are subject to a shareholder lock-up agreement which prohibits
disposition of such shares for a period of six months from the date of
issuance, in exchange for the property and equipment detailed in Note (b)
less the fair value of long-term debt, per the Exchange Agreements
(4,450,000 shares for 2301 Ltd. and 3,950,000 shares for Rahn Ltd.). The
fair market value of net assets received ($78,939,000 or $9.40 per share)
is based on the average share price for 5 days before and 5 days after
execution of the Exchange Agreements reduced by a discount which was based
on factors including the restriction on the parties receiving the shares
from disposing of such shares for 180 days from the date of consummation of
the Exchanges, as well as the size of the blocks of shares to be issued and
the limited capacity of the market to absorb such blocks of shares over
reasonable periods of time without adverse pricing consequences.

(d) Represents the elimination of interest expense related to the term loan and
the related party debt for the period prior to the Offerings. The loans had
an interest rate at LIBOR plus .75% per annum. In November 1996 these loans
were repaid with the proceeds of the Offerings.

(e) Represents the additional depreciation expense associated with the
stepped-up basis of the property and equipment of the acquired companies as
follows (in 000's):

<TABLE>
<CAPTION>
DEPRECIATION EXPENSE
-----------------------
YEAR SIX
ESTIMATED ENDED MONTHS ENDED
USEFUL JUNE 30, DECEMBER 31,
2301 LTD. RAHN LTD. TOTAL LIFE 1996 1996
--------- --------- ------- --------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Land................. $13,345 $13,345
Land improvements.... 2,235 2,235 20 years $ 112 $ 56
Building
improvements....... 22,143 $23,708 45,851 40 years 1,146 573
Furniture, fixtures
and equipment...... 1,402 1,402 7 years 200 100
------- ------- ------- ------ ----
$39,125 $23,708 $62,833 $1,458 $729
======= ======= ======= ====== ====
</TABLE>

(f) 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 and (ii) the 7,300,000 shares issued in connection with the
Offerings for the period for which they were actually outstanding.

F-25
<PAGE> 81

(g) 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) the 4,838,710 shares (of the 7,300,000 shares issued in the
Offerings) issued to repay the Company's outstanding indebtedness as if
they had been outstanding for the period prior to the Offerings and (iii)
the 7,300,000 shares issued in connection with the Offerings for the period
for which they were actually outstanding.

(h) 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) the 4,838,710 shares (of the 7,300,000 shares issued in the
Offerings) issued to repay the Company's outstanding indebtedness as if
they had been outstanding for the period prior to the Offerings, (iii) the
7,300,000 shares issued in connection with the Offerings for the period for
which they were actually outstanding and (iv) the 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.

(i) 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 if they had been outstanding for the entire period presented.

(j) 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 and (ii) the 4,838,710 shares (of the 7,300,000 shares
issued in the Offerings) issued to repay the Company's outstanding
indebtedness as if they had been outstanding for the entire period
presented.

(k) 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, (ii) the 4,838,710 shares (of the 7,300,000 shares offered
in the Offerings) issued to repay the Company's outstanding indebtedness
and (iii) the 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 were outstanding for the entire period presented.

(l) 2301 Ltd. and Rahn Ltd. have fiscal years which end on December 31.
Reflected hereon are the results of operations for 2301 Ltd. and Rahn Ltd.
for the six month period ended December 31, 1996 and the twelve month
period ended June 30, 1996.

(m) Upon consummation of the Exchanges, the Company operates in two separate
business segments. As such, generally accepted accounting principles
require separate financial information for each segment to be reported in
the financial statements.

(n) Reflects the balance sheet impact of the sale of 2,460,000 shares of
unregistered, but otherwise unrestricted, Class A Common Stock on January
30, 1997 in a Private Placement at a price of $27.75 per share. The Private
Placement resulted in net proceeds to the Company of $66,976,550 after
deducting placement agency fees and other expenses. This Private Placement
does not impact the pro forma consolidated statements of operations as the
proceeds of such private placement were not used to repay any of the
Company's indebtedness.

F-26
<PAGE> 82

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-27
<PAGE> 83

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-28
<PAGE> 84

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-29
<PAGE> 85

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-30
<PAGE> 86

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-31
<PAGE> 87

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 (decrease) 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-32
<PAGE> 88

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-33
<PAGE> 89

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-34
<PAGE> 90

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-35
<PAGE> 91

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-36
<PAGE> 92

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-37
<PAGE> 93

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-38
<PAGE> 94

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-39
<PAGE> 95

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-40
<PAGE> 96

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-41
<PAGE> 97

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-42
<PAGE> 98

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-43
<PAGE> 99

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-44
<PAGE> 100

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-45
<PAGE> 101

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-46
<PAGE> 102

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:

(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 the Company, 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-47
<PAGE> 103

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

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

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Prospectus Summary.................... 2
Risk Factors.......................... 6
Use of Proceeds....................... 15
Price Range of Class A Common Stock... 15
Dividend Policy....................... 15
Selected Financial Data of the
Company............................. 16
Selected Financial Data of 2301
Ltd................................. 17
Selected Financial Data of Rahn
Ltd................................. 18
Selected Unaudited Pro Forma Financial
Data................................ 19
Management's Discussion and Analysis
of Financial Condition And Results
of Operations of the Company........ 20
Management's Discussion and Analysis
of Financial Condition And Results
of Operations of 2301 Ltd........... 26
Management's Discussion and Analysis
of Financial Condition And Results
of Operations of Rahn Ltd........... 28
The National Hockey League............ 30
Business.............................. 32
Management............................ 43
Certain Transactions.................. 47
Principal Shareholders................ 49
Description of Capital Stock.......... 50
Shares Eligible for Future Sale....... 52
Plan of Distribution.................. 53
Legal Matters......................... 54
Experts............................... 54
Additional Information................ 54
Index to Financial Statements......... F-1
</TABLE>

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

6,000,000 SHARES

[FLORIDA PANTHERS LOGO]

FLORIDA PANTHERS HOLDINGS, INC.

CLASS A COMMON STOCK
------------------------
PROSPECTUS
------------------------
, 1997

======================================================
<PAGE> 104

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated expenses in connection with the issuance of the securities
being registered, all of which will be paid by the Registrant pursuant to a
contractual obligation, are as follows:

<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 45,900
Printing Expenses........................................... 20,000
Accounting Fees and Expenses................................ 15,000
Legal Fees and Expenses..................................... 15,000
Miscellaneous............................................... 4,100
--------
Total............................................. $100,000
========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Florida Business Corporation Act. Section 607.0850(1) of the Florida
Business Corporation Act (the "FBCA") provides that a Florida corporation, such
as the Company, shall have the power to indemnify any person who was or is a
party to any proceeding (other than an action by, or in the right of, the
corporation), by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee, or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise against liability incurred in connection with such proceeding,
including any appeal thereof, if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

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

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

II-1
<PAGE> 105

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

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

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

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

On January 30, 1997, the Company issued and sold 2,460,000 shares of Class
A Common Stock in a private placement (the "Private Placement") at a price of
$27.75 per share to accredited investors. The Private Placement was exempt from
registration pursuant to Section 4(2) of the Securities Act and resulted in net
proceeds to the Company of $66,976,550 after deducting placement agency fees and
other expenses.

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

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

II-2
<PAGE> 106

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
2.1 -- Exchange Agreement dated October 25, 1996 by and between the
Company and H. Wayne Huizenga.*
2.2 -- Purchase Agreement dated October 25, 1996 by and between
Decoma Investment, Inc. II and Decoma Investment, Inc. III.*
2.3 -- Partnership Exchange Agreement dated October 25, 1996 by and
between Florida Panthers Hockey Club, Ltd. and H. Wayne
Huizenga.*
2.4 -- Asset Purchase Agreement, dated as of January 18, 1997, by
and among Florida Panthers Ice Ventures, Inc., Iceland
(Coral Springs) Corp., Iceland Holdings, Inc. and Brian
Brisbin.**
2.5 -- Asset Purchase Agreement, dated as of January 18, 1997, by
and among Florida Panthers Ice Ventures, Inc., Brisbin Brook
Beynon, Architects and Brian Brisbin.**
2.6 -- Asset Purchase Agreement, dated as of January 18, 1997, by
and among Florida Panthers Ice Ventures, Inc. and Brian
Brisbin.**
2.7 -- Exchange Agreement (Hyatt Regency Pier 66), dated as of
December 22, 1996.***
2.8 -- Exchange Agreement (Raddison Bahia Mar), dated as of
December 22, 1996.***
3.1 -- Amended and Restated Articles of Incorporation of the
Company*
3.2 -- Form of By-Laws of the Company*
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A., Counsel to
the Company
10.1 -- Broward County Civic Arena License Agreement, dated as of
June 4, 1996, by and between Florida Panthers Hockey Club,
Ltd., Arena Operating Company, Ltd., and Broward County
Florida*
10.2 -- Broward County Civic Arena Operating Agreement, dated as of
June 4, 1996, by and between Arena Operating Company, Ltd.
and Broward County, Florida*
10.3 -- Amendment and Clarification to Operating Agreement and
License Agreement, dated as of June 4, 1996, by and between
Florida Panthers Hockey Club, Ltd., Arena Operating Company,
Ltd. and Broward County, Florida*
10.4 -- Broward County Civic Arena Development Agreement, dated as
of June 4, 1996, by and between Arena Development Company,
Ltd. and Broward County, Florida*
10.5 -- Employment Agreement by and between William A. Torrey and
the Company*
10.6 -- Management Agreement by and between the Company and Huizenga
Holdings, Inc.*
10.7 -- Miami Arena Contract, dated as of October 10, 1986, as
amended, by and between Miami Sports and Exhibition
Authority and Decoma Miami Associates, Ltd.*
10.8 -- First Amendment to Miami Arena Contract and Agreement, dated
as of December 13, 1990, by and between Miami Sports and
Exhibition Authority and Decoma Miami Associates, Ltd.*
10.9 -- Arena Management Agreement, dated as of October 10, 1986, by
and between Decoma Venture and Facility Management and
Marketing (predecessor to Leisure Management International)*
10.10 -- 1996 Stock Option Plan*
10.11 -- Concession Agreement, dated as of April 4, 1995, as amended,
by and between City of Coral Springs, Florida and Can Am
Investment Group, Inc.**
10.12 -- Assignment of Concession Agreement, dated as of January 31,
1997, by and between Coral Springs Ice, Ltd. and Florida
Panthers Holdings, Inc.**
10.13 -- Hotel Management Agreement (Pier 66), by and between 2301 SE
17th St., Ltd. and Rahn Pier Mgt., Inc.
10.14 -- Hotel Management Agreement (Bahia Mar), by and between 2301
Rahn Bahia Mar, Ltd. and Rahn Bahia Mar Mgmt., Inc.
21.1 -- Subsidiaries of the Company
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consents of KPMG Peat Marwick LLP
23.3 -- Form of Consent of Akerman, Senterfitt & Eidson, P.A.
(included in their opinion filed as Exhibit 5.1)
24.1 -- Powers of Attorney (included on the signature page of this
Registration Statement)
27.1 -- Financial Data Schedule (for SEC use only)*
</TABLE>

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

* Incorporated by reference to the Company's Registration Statement on Form
S-1 -- SEC File No. 333-12191
** Incorporated by reference to the Company's Current Report on Form 8-K filed
on February 18, 1997 -- SEC File No. 0-21435
*** Incorporated by reference to the Company's Definitive Consent Solicitation
Statement filed on March 4, 1997 -- SEC File No. 0-21435

II-3
<PAGE> 107

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

II-4
<PAGE> 108

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fort
Lauderdale, State of Florida, on the 11th day of March, 1997.

Florida Panthers Holdings, Inc.

By: /s/ STEVEN M. DAURIA

------------------------------------
Steven M. Dauria
Vice President and Chief Financial
Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below on this Registration Statement hereby constitutes and appoints Richard H.
Evans or Steven M. Dauria, each with full power to act as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities (including
his capacity as a director and/or officer of Florida Panthers Holdings, Inc.
(until revoked in writing) to sign any and all amendments (including
post-effective amendments and amendments thereto) to this Registration Statement
on Form S-1 of the Company and to sign a Registration Statement pursuant to
Section 462(b) of the Securities Act of 1933 and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto both attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully for all
intents and purposes, as he might or could do in person, hereby ratifying and
confirming all that both attorneys-in-fact and agents or their substitutes may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ H. WAYNE HUIZENGA Chairman of the Board March 11, 1997
- ----------------------------------------------------- (Principal Executive
H. Wayne Huizenga Officer)

/s/ RICHARD H. EVANS President and Director March 11, 1997
- -----------------------------------------------------
Richard H. Evans

/s/ WILLIAM A. TORREY President of Florida March 11, 1997
- ----------------------------------------------------- Panthers Hockey Club,
William A. Torrey Inc. and Director

/s/ STEVEN M. DAURIA Vice President and Chief March 11, 1997
- ----------------------------------------------------- Financial Officer
Steven M. Dauria (Principal Financial and
Accounting Officer)

Director March 11, 1997
- -----------------------------------------------------
Steven R. Berrard

Director March 11, 1997
- -----------------------------------------------------
Harris W. Hudson

/s/ GEORGE D. JOHNSON, JR. Director March 11, 1997
- -----------------------------------------------------
George D. Johnson, Jr.

/s/ RICHARD C. ROCHON Director March 11, 1997
- -----------------------------------------------------
Richard C. Rochon
</TABLE>

II-5
<PAGE> 109

EXHIBIT INDEX

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

<PAGE> 1
EXHIBIT 5.1

AKERMAN, SENTERFITT & EIDSON, P.A.
ATTORNEYS AT LAW
One S.E. Third Avenue
28th Floor
Miami, Florida 33131-2948
(305) 374-5600
Telecopy (305) 374-5095

March 11, 1997

Florida Panthers Holdings, Inc.
100 Northeast Third Avenue
Second Floor
Fort Lauderdale, Florida 33301

RE: REGISTRATION STATEMENT ON FORM S-1

Ladies and Gentlemen:

We have acted as counsel to Florida Panthers Holdings, Inc., a Florida
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of a Registration
Statement on Form S-1 (the "Registration Statement") under the Securities Act
of 1933, as amended. The Registration Statement relates to an aggregate of
4,000,000 shares of the Company's common stock, par value $0.01 per share, to
be issued from time to time in the future (the "Shares").

We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law
as we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and authenticity of all documents, instruments, records and
certificates submitted to us as originals.

Based upon such examination and review and upon the representations
made to us by the officers and directors of the Company, we are of the opinion
that the Shares, when issued, will be duly and validly authorized and will be
validly issued, fully paid and nonassessable.

The opinions expressed herein are limited to the corporate laws of the
State of Florida and we express no opinion as to the effect on the matters
covered by any other jurisdiction.

This firm consents to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the firm under the caption
"Legal Matters" in the prospectus which is part of the Registration
Statement.

Very truly yours,

AKERMAN, SENTERFITT & EIDSON, P.A.

<PAGE> 1
EXHIBIT 10.13

HOTEL MANAGEMENT AGREEMENT (PIER 66)

THIS HOTEL MANAGEMENT AGREEMENT, made as of this 4th day of March, 1997, by
and between:

2301 SE 17th St., Ltd.

hereinafter called the "Owner", and

Rahn Pier Mgt., Inc.

hereinafter called the "Manager".

RECITATIONS:

A. The Owner is the owner of the following described property, situate,
lying and being in the County of Broward, State of Florida, to-wit:

the Hyatt Regency Pier 66 Resort & Marina, Fort Lauderdale, Florida
and related amenities and facilities

(the "Hotel").

B. The Manager and the personnel of the Manager are experienced in the
management of hotels of the type and nature of the Hotel.

C. The Owner desires to obtain the benefits of the management and operating
supervision of the Manager for the Hotel and the Manager has agreed to be so
engaged.

NOW, THEREFORE, in consideration of the premises, as well as in
consideration of the mutual covenants, promises and undertakings of the parties
hereinafter set forth and for other good and valuable considerations, the
receipt and sufficiency of which is acknowledged by the parties hereto, it is
agreed:

1. THE ENGAGEMENT:

Upon and subject to the terms and conditions hereinafter set forth, the
Owner does hereby engage and retain the Manager and the Manager does hereby
agree to be engaged and retained by the Owner, to provide the services
hereinafter described.

<PAGE> 2

2. TERM OF AGREEMENT:

A. This Agreement shall have a term which shall commence immediately upon
the execution hereof and which shall terminate at the end of the third year,
unless extended by mutual written agreement of the Owner and the Manager.

B. The Owner shall have the right to terminate this Agreement without
penalty or payment upon the occurrence of an event of default by the Manager,
pursuant to Section 8.3 below.

D. Upon the sale of the Hotel, the Owner will have the option to terminate
this agreement without penalty or payment upon not less than 60 day notice to
the Manager.

3. General Duties of the Manager:

3.1 The Manager shall provide to and for the benefit of the Owner such
management services as are usually and customarily performed by managers of
similar hotels for owners thereof, all at the Owner's expense. For all purposes
under this Agreement, the term "fiscal year" shall mean the Owner's fiscal year,
as may be changed from time to time, and which currently ends June 30. Subject
to the Owner's instructions from time to time to the Manager to the contrary,
the Manager is hereby authorized to and shall:

3.1.1 Use all reasonable efforts to maximize patronage of the
Hotel;

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3.1.2 Use all reasonable efforts to collect all charges, rents
and other amounts due from Hotel guests, patrons, tenants, subtenants,
parties providing exclusive services and concessionaires; cause
notices to be served upon such guests, patrons, tenants, subtenants,
parties providing exclusive services and concessionaires to quit and
surrender space occupied or used by them, where desirable or
necessary; ask for, demand, collect and give receipts for all charges,
rents and other amounts which may at any time be due for any guest,
patron, tenant, subtenant, party providing exclusive services or
concessionaire; and, subject to the limitations hereinafter set forth,
sue for and initiate summary proceedings in the name of the Hotel in
connection therewith;

3.1.3 Employ, pay, supervise and discharge all employees of the
Hotel (all of whom shall be employees of the Manager, except for the
Hotel's Executive Committee, which may be employed by either the
Manager or "R&A Hotels, Inc.");

3.1.4 Subject to and within the limits of the Budget (hereinafter
defined), except as may be otherwise agreed to by the Owner, purchase
or provide for, or both, in the fiscal year to which such Budget
relates, the items provided or referred in such Budget;

3.1.5 Provide for the maintenance and repair of the Hotel in
accordance with similar hotel standards;

3.1.6 Make available at its headquarters office personnel for the
purpose of reviewing all plans and specifications for minor and
routine alteration of the Hotel proposed by the Owner from time to
time, advising with reference to the design or selection of
replacement furnishings and equipment and the quantities required and,
in general, for the purposes of eliminating operational problems or
improving operations;

3.1.7 Cause all such other things to be done in or about the
Hotel as shall be necessary to comply with all statutes, ordinances,
laws, rules, regulations, orders and requirements of any federal,
state or local government and any appropriate departments,
commissions, boards and offices thereof having jurisdiction in the
matter respecting the use or manner of use of the Hotel or the
maintenance and operation thereof, as well as with orders and any
requirements of any local Board of Fire Underwriters or any other body
which may exercise similar functions (provided that the Manager shall
have no obligation to so comply or to correct any such defect unless
the Manager has been notified thereof);

3.1.8 Arrange for all licenses and permits and for utility
services, telephone, vermin extermination, security, trash removal and
other services necessary or reasonably required for the operation of
the Hotel;

3.1.9 Purchase food, beverages, operating supplies and
merchandise necessary for the proper operation of the Hotel;

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3.1.10 Subject to the limitations hereinafter set forth, commence
such legal actions or proceedings concerning the Hotel as are
necessary or reasonably required, in the opinion of the Manager, to
preserve and protect the assets constituting the Hotel and to collect
sums due on account of operation of the Hotel;

3.1.11 Advise the Owner of the commencement of any material legal
action or proceeding concerning the Hotel that is not covered by
insurance, and, subject to the limitations hereinafter set forth,
consult with the Owner concerning retention of counsel in connection
with any action or proceeding commenced by or against the Manager
concerning the Hotel;

3.1.12 Grant concessions for services customarily subject to
concession in hotels if, in the Manager's reasonable opinion, the
granting of such concessions is deemed necessary or desirable;

3.1.13 The Manager will assist the Owner in the obtaining and
maintenance of such liquor licenses and alcoholic beverage licenses as
may be required by law, in order for the Owner to own and operate such
alcoholic beverage facilities as shall be contained within the Hotel;

3.1.14 Render such periodic financial reports and reports with
respect to operations of the Hotel from time to time as may hereafter
specifically be provided, or cause or require the firm of independent
Certified Public Accountants hired or retained by the Owner (the
"Accountants") to prepare and file same, and cooperate with and assist
the Accountants in so doing;

3.1.15 Make its staff and employees available to consult with and
advise the Owner, at the Owner's reasonable request, concerning all
policies and procedures affecting the conduct of the business of the
Hotel, and to consider suggestions with respect thereto made by the
Owner;

3.1.16 Advise the Owner with respect to, and assist the Owner in,
obtaining insurance coverage and insurance policies hereinafter
described and referred to; and

3.1.17 Make expenditures and take all actions necessary to
maintain the Hotel in compliance with the Hyatt Franchise Agreement
("Franchise Agreement") entered into with respect to the Hotel.

3.2 Legal Proceedings - Certain Limitations:

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designated by the Manager. Legal proceedings of other types, or of an unusual
nature, or involving monetary claims in excess of $50,000.00 brought in respect
of the operation of the Hotel, shall require the Owner's approval of the action
and designated counsel and the Manager shall furnish the Owner with periodic
status reports with respect to such proceedings. In addition, unless otherwise
directed by the Owner, the Manager shall have the right to defend, through
counsel designated by the Manager and approved by the Owner, legal proceedings
of a non-extraordinary nature against the Owner or the Manager resulting from
the operation of the Hotel, such as guest claims for loss of property or injury
to persons and claims relating to employment or the application for employment
at the Hotel. Unless otherwise directed by the Owner, the defense of actions
against the Hotel of a more significant nature (including, without limitation,
any aspect of any negligence claim against the Owner or the Manager arising out
of the operation of the Hotel and involving in excess of $50,000.00, as to which
any insurance company denies coverage or reserves rights as to coverage) shall
be coordinated with the Owner, designated counsel shall be subject to the
Owner's approval and the Manager shall furnish the Owner with periodic status
reports with respect thereto. All claims against the Owner or the Manager
arising out of the operation of the Hotel which are covered in whole or in part
by insurance, shall be forwarded by the Manager to the appropriate insurer for
defense. In the event a suit is instituted against the Manager, in which the
Owner is also named as a party defendant, the Owner and the Manager shall
coordinate the defense of such suit. Nothing herein contained shall be construed
as preventing the Owner from joining with the Manager in any legal proceedings
or any action on behalf of or against the Hotel, whether of an extraordinary or
nonextraordinary nature.

3.3 Centralized Purchasing:

If the other hotels operated by the Manager (or some of them) adopt a
centralized purchasing system whereby operating supplies, food or consumables
are purchased for the participating hotels from suppliers designated by the
Manager, who may be affiliated with the Manager, then the Manager may cause the
Hotel to participate in such centralized purchasing system, provided that the
terms and conditions of such arrangement, taking into account the quality of the
services and of the items purchased and the cost and payment terms to the Hotel
of the items purchased, not less favorable to the Hotel than those, which could
be obtained by the Hotel from unaffiliated third parties. All proposed
arrangements of whatsoever kind or nature with respect to the operations of the
Hotel between the Manager and any person or entity affiliated, directly or
indirectly, with the Manager (or any owner of the Manager) shall be disclosed in
writing to the Owner by the Manager and shall be subject to the prior written
consent of the Owner.

3.4 Initial Budgets - Operating and Capital Expenditures:

The Manager shall submit both an operating budget and a capital
expenditures budget within 45 days from the date hereof for the remainder of the
year for the Owner's written approval.

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3.5 Operating Budget:

At least 30 days prior to the beginning of each fiscal year, the Manager
shall submit to the Owner for the Owner's approval, an annual budget for the
Hotel, in form satisfactory to the Owner in the Owner's sole discretion (the
"Budget"), which shall include for the ensuing fiscal year, an estimated profit
and loss statement on a monthly basis in accordance with the Uniform System of
Accounts for Hotels promulgated by the Hotel Association of New York City, Inc.,
as adopted by the American Hotel Association of the United States and Canada
(the "Uniform System of Accounts"), a budget of receipts and expenditures
required for the operation of the Hotel pursuant to the terms of this Agreement,
including but not limited to rates to be charged and proposals for: (i)
expenditures for furnishings; (ii) expenditures for revisions, alterations,
rebuilding, replacements, additions and improvements in and to the Hotel for
such ensuing fiscal year; (iii) expenditures for payroll; (iv) expenditures for
advertising and public relations; and (v) other operating expenditures. Each
Budget shall also contain, in narrative form, the assumptions used as the basis
of its preparation.

The Owner acknowledges that, notwithstanding the Manager's experience and
expertise in the operation of hotels, the projections contained in each Budget
and each pro forma submitted from time to time to the Owner by the Manager, are
mere estimates and are subject to and may be affected by changes in financial,
economic and other conditions and circumstances beyond the Manager's reasonable
control, and the giving of such projections or pro formas shall never be
construed as a guarantee or warranty by the Manager to the Owner that such
projections or pro formas will, in fact, occur. The Owner shall give its written
approval or disapproval of the Budget not later than 30 days after receipt
thereof, except that any expenditures necessary to maintain the Hotel in
compliance with the Franchise Agreement does not require the Owner's approval.
If the Owner does not provide its written approval or disapproval within such 30
day period the Manager shall operate on the basis of the last approved budget
until such approval or disapproval is given. If the Owner objects to all or any
portion of such Budget, the Owner and the Manager shall attempt to agree in
respect of the items to which the Owner objects. The Owner's final decision with
respect to those items shall be binding and the approved Budget will be so
adjusted.

3.6 Compliance with the Operating Budget:

During each fiscal year, the Manager shall, in the performance of its
duties hereunder, use and employ its best efforts to comply with the Budget
relating to such fiscal year and the Manager shall not (except for emergencies
or special circumstances such as a violation of law, a change of law or
regulation, or the unanticipated arising of a condition dangerous to life or
property) materially deviate from the Budget or incur additional expenses that
in the aggregate exceed 5% of the aggregate amount, and 10% with respect to any
individual budget item, shown on the approved Budget, or materially change the
manner of operation of the Hotel, without the written approval of the Owner. If
at any time during any fiscal year the Manager shall, in the performance of its
duties hereunder, determine that the Budget relating to such fiscal year is no
longer appropriate because of changes in conditions, circumstances or otherwise,
for example, without limitation, if it is necessary in the judgment of the
Manager to incur additional expenses which in the aggregate exceed 5% of the

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<PAGE> 7

aggregate amount, or 10% with respect to any individual budget item, shown on
the Budget for such fiscal year, then the Manager shall submit to the Owner for
the Owner's approval, a revised Budget for the remainder of such fiscal year,
indicating in narrative form, the reasons why the assumptions used as the basis
of preparation of the original Budget for such fiscal year are no longer valid.
The Owner shall give its written approval or disapproval of the revised Budget
not later than 30 days after receipt thereof. If the Owner does not approve or
disapprove such revised Budget within such 30-day period, in writing, then the
Owner shall be deemed to have rejected such revised Budget as submitted by the
Manager.

3.7 Emergency Expenditures:

Whenever, by reason of circumstances beyond the reasonable control of the
Manager, emergency expenditures are required to be made to insure that the
operating standard specified herein is maintained or to protect life or
property, the Manager may make emergency expenditures beyond the provisions of
the Budget, provided that the expenditures for any single occurrence, or any
related set of occurrences in the aggregate, may not exceed $50,000.00 without
the written approval of the Owner.

3.8 Bank Accounts:

The Manager shall establish bank accounts at commercial banks selected by
the Manager. One such account shall bear the name of the Hotel and the Owner and
shall be designated as the Hotel Operating Account (the "Operating Account").
Another such account shall bear the name of the Hotel and the Manager and shall
be designated as the Hotel Payroll Account (the "Payroll Account"). In addition,
a Property Tax Account (as described in Section 3.13), a capital expenditure
account ("CEP Account") and a Travel Agent Commission Account shall be
established in the name of the Owner. All funds of any kind or nature received
either by the Manager or the Owner in connection with the operation of the Hotel
shall be deposited in the Operating Account. Checks and other documents of
withdrawal on any of the accounts need be signed only by a duly authorized
representative of the Manager provided that such representatives of the Manager
shall be bonded or otherwise insured as to fidelity, to the satisfaction of the
Owner. Payment of all expenses and other expenditures in respect of the Hotel
shall be made from the Operating Account, except for payroll and payroll related
expenditures, property taxes, capital expenditures and travel agent commissions,
which shall be made from their respective accounts. The Manager shall transfer
from the Operating Account to the Payroll Account such monies as shall be
required, from time to time, to satisfy the Hotel's payroll obligations. In no
event will any of the monies deposited in the account be commingled with other
funds. The Manager shall make available to the Owner, from time to time, when
requested by the Owner, all records with respect to the bank accounts. The funds
in such accounts shall be the sole property of the Owner and the Manager shall
have no interest therein.

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3.9 Owner's Obligation to Provide Funding:

If at any month end the funds in the Operating Account fall below
$250,000.00, the Manager shall immediately notify the Owner in writing and the
Owner will (1) advance sums necessary to restore the working capital to
$250,000.00 and (2) indemnify the Manager against liability for payroll taxes or
any other liability arising from such Operating Account shortfall.

3.10 Financial Statements:

The Manager shall prepare and deliver to the Owner within 20 days after the
end of each month, a profit and loss statement prepared generally in accordance
with the Uniform System of Accounts, showing the results of the operation of the
Hotel for that month, the month's budget, and the same month for the prior year
along with the same information for the year to date. Such statement shall be
prepared from the books of account maintained by the Manager and shall be in
form and substance reasonably satisfactory to the Owner.

Not later than 120 days immediately following the end of each fiscal year,
the Manager shall cause to be prepared and delivered to the Owner reasonably
detailed financial statements for such fiscal year (the "Annual Statements"),
which shall consist of: (i) a balance sheet; (ii) a statement of earnings and
retained earnings; and (iii) a statement of cash flows and shall be prepared by,
and shall contain an opinion of the Accountants, to the effect that, subject to
such acceptable qualifications as shall be contained therein, such financial
statements present fairly the financial position, results of the operations and
changes in cash flow of the Hotel for the fiscal year then ended in conformity
with generally accepted accounting principles applied on a consistent basis. In
view of the fact that the Accountants shall be selected and designated by the
Owner, the Manager shall not be responsible for any delays in the delivery of
the Annual Statements not caused by the Manager.

3.11 Payment of Excess Funds to the Owner:

The Manager shall pay to the Owner within twenty (20) days after the end of
each month all funds in the Operating Account in excess of the $250,000.00
mentioned in Section 3.9.

3.12 Books, Records and Accounts:

The Manager shall keep full and adequate books of account and other records
reflecting the results of operations of the Hotel on an accrual basis, in
accordance with generally accepted accounting principles applied on a consistent
basis. The books of account and all other records relating to or reflecting the
operation of the Hotel shall be kept at the Hotel and shall be made available to
the Owner and its representatives and any other supervisory or regulatory
authority having jurisdiction over the Owner or the Hotel, at all reasonable
times, for examination, audit, inspection and transcription. All of such books
and records pertaining to the Hotel, including, without limitation, books of
account, guest records and front office records, shall at all times be the
property of the Owner and shall not be removed from the Hotel by the Manager
without the Owner's consent.

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Upon any termination hereof, all such books and records shall immediately be
turned over to the Owner.

3.13 Escrow of Property Tax Funds and Payment of Taxes:

The Manager shall transfer from the Operating Account the appropriate
property tax funds to a separate bank account (the "Property Tax Account")
within twenty (20) days after the end of each month. The Manager shall pay, or
cause to be paid for the Owner's benefit at the Owner's sole cost and expense,
before they become delinquent, all taxes, assessments, excises, levies, licenses
and permit fees and other charges (including all penalties and interest relating
thereto), general and special, ordinary and extraordinary, foreseen and
unforeseen, of any kind or nature whatsoever, which shall or may during the term
of this Agreement be levied, assessed, charged and/or imposed by any public or
quasi-public authority upon, or accrue or become due and payable out of or on
account of, or become a lien on the Hotel and related facilities and other
improvements now or hereafter situated thereon or on the fixtures, furniture,
furnishings, equipment and other personal property appurtenant thereto.

3.14 Alterations, Remodeling, Demolition:

At any time and from time to time, the Manager shall have the right to
alter, remodel and/or demolish any improvements now or hereafter situated upon
the Land, or within the Hotel, or replace or add to any of the furniture,
furnishings, fixtures or equipment, located within the Hotel ("FF&E") in
accordance with the express provisions of the CEP Budget (as described in
Section 3.16), without the prior consent of the Owner, and in any other manner
with the prior written consent of the Owner.

3.15 Compliance With Laws:

The Manager shall not use the Hotel for any purpose other than a hotel, and
shall not use the Hotel or any portion thereof, and the Manager shall use
diligent efforts to see that others do not use the Hotel or any portion thereof,
for any use or purpose, in violation of any valid and applicable statute,
ordinance, rule or regulation of the United States, the State of Florida, the
county or the municipality in which the Hotel in located, or other lawful
authority having jurisdiction over the Hotel, and in all respects, the Manager
shall use its best efforts to cause the use and operation of the Hotel to comply
with all valid and applicable statutes, ordinances, rules and regulations of all
such governmental entities.

3.16 Capital Expenditures Program ("CEP"):

The Manager shall transfer to the CEP Account an amount equal to four
percent (4%) of the Hotel's Gross Revenues each month during the term of this
Agreement. The Manager is authorized to utilize the funds from the CEP Account
pursuant to the CEP Budget.

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At least 30 days prior to the beginning of each fiscal year, a budget shall
be prepared by the Manager and submitted to the Owner for the Owner's written
approval. The CEP Budget will include the replacement and renewal of FF&E; and
certain nonroutine repairs and maintenance to the buildings which are normally
capitalized under generally accepted accounting principles, such as, exterior
and interior repainting, resurfacing building walls, floors, roofs and parking
areas, and replacing folding walls, and the like, and major repairs,
alterations, improvements, renewals or replacements to the buildings' structure
or to their mechanical, electrical, heating, ventilating, air conditioning,
plumbing or vertical transportation systems.

The Owner shall give its written approval or disapproval of the CEP Budget
not later than 30 days after receipt thereof. If the Owner does not provide its
written approval or disapproval of such CEP Budget within such 30-day period,
then the Owner shall be deemed to have rejected such CEP Budget as submitted by
the Manager. If the Owner objects to all or any portion of such CEP Budget, the
Owner and the Manager shall attempt to agree in respect of the items to which
the Owner objects. The Owner's final decision with respect to those items shall
be binding and the approved CEP Budget will be so adjusted.

3.17 Repairs and Maintenance:

The Manager shall, as an expense of the Hotel from time to time, make such
expenditures for repairs and maintenance and minor alterations, as may be
necessary or required, in its reasonable opinion, to keep the Hotel in good
operating condition. The cost of such routine repairs, minor alterations and
similar items that are expenses under generally accepted accounting practices,
other than those to be paid from the CEP account, shall be paid from Gross
Revenues in accordance with the Operating Budget.

3.18 Insurance:

The Manager shall, at the Owner's sole cost and expense, provide and
maintain, or cause to be provided and maintained, for the Hotel and related
facilities, at all times throughout the term of this Agreement, fire and
extended coverage insurance in an amount not less than eighty per cent (80%) of
the full replacement cost of the Hotel and related facilities (exclusive of
foundations and footings), comprehensive general liability insurance, including
but not limited to products and innkeeper's liability, and property damage
insurance and comprehensive automobile liability insurance, non-owned auto
insurance, host liquor liability, dram shop liability, workmen's compensation
insurance, business interruption insurance (in an amount calculated to reimburse
the Owner for losses on account of business interruption for a period of not
less than six months) and such other insurance, against other insurable risks,
as the Owner deems necessary or advisable, in such amounts as the Owner shall
from time to time deem appropriate (provided that liability coverage shall never
be less than Ten Million Dollars ($10,000,000) single limit). All insurance
described herein may be obtained by the Owner or the Manager by endorsement or
equivalent means under its blanket insurance policies, provided that such
blanket policies substantially fulfill the requirements specified herein.

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In the event that the Manager grants any leases, licenses or concessions in
accordance with the provisions of this Agreement, the Manager shall require such
tenants, licensees and concessionaires to carry insurance in accordance
herewith, except for the liability coverage, which may not be less than $1
million, and to furnish certificates evidencing such insurance.

The Owner and the Manager shall both be named insureds in such policies, as
their interests may appear, and each such policy shall contain a waiver by the
insurer of the rights of recourse of subrogation by the insurer against the
Owner and the Manager. All insurance shall be in such form and with such
companies as shall be satisfactory to the Owner and shall comply with the
requirements of the Franchise Agreement and any mortgage encumbering the Hotel.
The Manager shall provide to the Owner true copies or certificates of all such
insurance, not less than 30 days prior to the expiration of all prior policies.

The Manager shall promptly investigate or cause to be investigated all
accidents and claims for damage relating to the operation and maintenance of the
Hotel and related facilities, and shall report to the Owner any such incident
which is material, and the Manager shall investigate or cause to be investigated
all damage to or destruction of the Hotel or related facilities and shall report
to the Owner any such incident which is material, together with the estimated
cost of repair thereof. In addition, the Manager shall prepare any and all
reports required by any insurance company as a result of any such incident.

3.19 All Costs and Expenses Attributable to the Owner:

All costs and expenses of any kind or nature paid or incurred by the
Manager in the performance of its duties and obligations under this Paragraph
and all of its subparagraphs, or incurred by the Hotel, shall be at the Owner's
sole cost and expense, and the Manager shall not be obligated for the payment of
any such costs or expenses. Notwithstanding the foregoing, nothing herein
contained shall be construed as requiring the Owner to pay any of the Manager's
home office expenses, except for: (i) direct out of pocket expenses incurred by
the Manager on behalf of the Hotel; (ii) the salary of supervisory personnel
engaged full time at the Hotel if such personnel shall be either on the
Manager's or "R&A Hotels, Inc."'s payroll, or engaged as temporary replacements
for Hotel key personnel; and (iii) computer costs directly attributable to the
Hotel, on a pro rata basis calculated in a manner acceptable to the Owner.
Although all of the employees of the Hotel shall be employees of the Manager,
the Owner and the Manager agree that it may be desirable that the on-site
General Manager of the Hotel and certain other department heads all of whom are
generally referred to as the Executive Committee shall be employees of either
the Manager or "R&A Hotels, Inc."; and, in such event, it is agreed that the
Owner shall, consistent with the Budget, reimburse the Manager for the
reasonable salaries and other payroll costs expended or incurred by the Manager
or R&A Hotels, Inc. for such persons.

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3.20 Franchise Agreement

If there is any conflict between the terms of this Agreement and the terms
of the Franchise Agreement, the terms of the Franchise Agreement shall govern
and control.

4. MANAGEMENT FEES:

4.1 For services rendered by the Manager to the Owner pursuant to the
terms of this Agreement or any extensions or renewals hereof, the Owner shall
pay to the Manager as compensation for the Manager's services to be rendered
hereunder, and the Manager shall accept from the Owner as its sole compensation,
an annual management fee (the "Management Fee") in an amount equal to $500,364;
provided that for the period commencing with the date hereof and ending on June
30, 1997 the Management Fee shall be equal to (i) $500,364 minus (ii) any
management fees paid to the Manager by the Hotel's previous owner during the
period commencing on July 1, 1996 and ending on the date hereof.

4.2 Definition of Gross Revenues:

For purposes of this Agreement, "Gross Revenues" shall mean all receipts,
revenues, income and proceeds of sale of every kind or nature derived directly
or indirectly from the operation of the Hotel, and services rendered to, and
rentals of all kinds received from, tenants, subtenants, licensees and occupants
of space located in the Hotel, including, without limiting the foregoing, all
receipts, revenues and income derived from guest rooms, food and beverage
operations, bar and lounge operations, meeting room facilities, space rentals to
stores and other tenants, all calculated on an accrual basis, whether in cash or
in credit, including the proceeds of insurance received with respect to use and
occupancy or business interruption insurance, and any amount recovered in any
legal action or proceeding or settlement thereof which arose out of the
operation of the Hotel, which amount under generally accepted accounting
principles applied on a consistent basis, is properly includable as an income
item, less the following:

(i) all taxes collected as direct taxes from guests or patrons of the
Hotel or in respect of any business conducted in the Hotel to be paid to
duly constituted taxing authorities having jurisdiction, such as sales
taxes;

(ii) Tips and service charges collected for payment to employees; and

(iii) Proceeds of sales of property, real and personal, other than
sales in the ordinary course of the Hotel's business.

4.3 Time of Payment of Management Fee:

The Management Fee will be paid by the tenth day of each month, for the
preceding month, based on the preceding month's Gross Revenues multiplied by a
percentage determined by dividing

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the $500,364 annual Management Fee by budgeted annual Gross Revenues for the
fiscal year as set forth in the Budget, which total Management Fees paid in any
fiscal year shall not exceed the applicable amount described in Paragraph 4.1
above; provided that the Management Fee payable for the period commencing with
the date hereof and ending June 30, 1997 shall be paid in equal monthly
installments. The Owner hereby authorizes the Manager to pay itself the
Management Fee, monthly, from the Operating Account. The aggregate of the
Management Fees so paid monthly, shall be reconciled annually between the Owner
and the Manager, based upon the Annual Statements referred to in Paragraph 3.10
hereof and within 30 days of the rendition of each Annual Statement for the
prior fiscal year and appropriate payments or refunds shall be paid.

4.4 Out of Pocket Expenses:

The Owner shall reimburse the Manager for all permitted out of pocket
expenses made or incurred by the Manager on behalf of the Owner, in accordance
with statements thereof to be rendered by the Manager to the Owner from time to
time. The Manager may reimburse itself for all such reimbursable out of pocket
expenses incurred on behalf of the Owner, from the Operating Account, subject,
however, to the Owner's subsequent review and annual reconciliation, as provided
in Paragraph 4.3 hereof.

5. ASSIGNMENT:

The Owner may assign or transfer this Agreement without the Manager's
consent. The Manager shall not assign or transfer, or permit the assignment,
delegation of duties or transfer of, this Agreement without the prior written
consent of the Owner; provided, however, that the Manager shall have the right,
without such consent, but upon 60 days prior notice to the Owner, to assign its
interest in this Agreement to any of its affiliated companies, provided that
John Anderson and/or Peter Roberts own 100% of said company and any such
assignee shall be deemed to be the Manager for the purposes of this Agreement.
However, any assignment of the Agreement by the Manager is subject to approval
by Hyatt Franchise Corporation. Any assignee of the Manager shall execute an
assignment and assumption agreement in form acceptable to the Owner.

An assignment by the Owner, the Manager or of any assignee of its interest
in this Agreement shall not relieve the Owner, the Manager or any such assignee,
an the case may be, from their respective obligations under this Agreement, and
shall inure to the benefit of, and be binding upon, their successors or assigns.

6. DAMAGE AND DESTRUCTION:

If the Hotel or any portion thereof shall be damaged or destroyed at any
time during the term hereof by fire, casualty or other cause, to such an extent
that it would be either impossible or impracticable, in the Owner's good faith
judgment, to repair the Hotel or to continue to operate the Hotel facility as a
hotel, then the Owner may terminate this Agreement by giving written notice of
termination to the Manager, whereupon this Agreement shall be terminated and of
no further force

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and effect, except with respect to the duties, liabilities and obligations of
the parties which arose or accrued prior to termination.

7. CONDEMNATION:

If the entire Hotel shall be taken in eminent domain or condemnation
proceedings or if such portion of the Hotel shall be taken in eminent domain or
condemnation proceedings such that in the reasonable good faith judgment of the
Owner, it is impossible or impracticable to continue to operate the Hotel
property as a hotel, then, in either of such events, the Owner shall have the
right to terminate this Agreement by giving written notice of such termination
to the Manager and upon the giving of such notice, this Agreement shall be
terminated and of no further force and effect, except with respect to the
duties, liabilities and obligations of the parties which arose or accrued prior
to termination. In the event of termination under this Paragraph 7, such
termination shall be effective upon the date of taking. The provisions of this
Paragraph 7 with respect to termination shall be applicable should the Owner
make a conveyance in lieu of condemnation, in which event the day of the
execution and delivery of such conveyance shall be the date of termination.

8. DEFAULT:

8.1 Default by the Manager:

The following events shall be deemed to be events of default by the
Manager under this Agreement:

8.1.1 The Manager shall fail to comply, in a material manner,
with any of the terms, conditions, provisions or covenants of this
Agreement, to be complied with by the Manager and the Manager shall not
cure such failure within 20 days after written notice thereof given by the
Owner to the Manager, or, if such failure is not reasonably susceptible of
being cured within said 20-day period, if the Manager shall fail to
commence to cure such failure within said 20-day period, or, having
commenced, shall thereafter fail to complete the curing of such failure
with reasonable diligence;

8.1.2 The Manager shall become insolvent, shall make a transfer
in fraud of its creditors, or shall make an assignment for the benefit of
creditors;

8.1.3 The Manager shall file a petition under any section or
chapter of the United States Bankruptcy Code, as amended, or under any
similar law or statute of the United States or any state thereof, or if the
Manager shall be adjudged bankrupt or insolvent in proceedings filed by or
against the Manager thereunder;

8.1.4 A receiver or trustee shall be appointed for the Manager or
for all or substantially all of the assets of the Manager and such
appointment is not vacated or otherwise caused to be net aside within 90
days from the occurrence thereof; or

14
<PAGE> 15

8.1.5 The Manager shall breach any obligation owed by it, or
cause a breach of any obligation owed by the Owner, under the Franchise
Agreement, subject to any applicable notice and right to cure thereunder.

8.2 Default by the Owner:

The following events shall be deemed to be events of default by the Owner
under this Agreement:

8.2.1 The Owner shall fail to provide sufficient funds in the
Operating Account to pay all of the current expenses, fees, bills or other
charges in connection with the Hotel, as required by Paragraph 3.9 hereof,
within 20 business days after receiving written request therefor by the
Manager;

8.2.2 The Owner shall fail to comply in any material respect with
any other term, provision or covenant of this Agreement to be complied with
or performed by the Owner, and shall not cure such failure within 30 days
after written notice thereof from the Manager to the Owner, or, if such
failure is not susceptible of being cured within said 30-day period, if the
Owner shall fail to commence to cure such failure within said 30-day
period, or, having commenced, shall thereafter fail to complete the curing
of such failure with reasonable diligence; or

8.2.3 If the Owner shall arbitrarily withhold approval of
budgetary expenditures proposed by the Manager for repairs and replacements
and refurbishing of and to the Hotel necessary, in the good faith
reasonable judgment of the Manager, to maintain and operate the Hotel as a
first-class type hotel.

8.3 Remedies for Default:

Should either party default in its obligations under the terms,
conditions and provisions of this Agreement, the other party shall have
such rights to enforce this Agreement, and such remedies on account of such
default, both at law and in equity, as is provided, established or
allowable under the laws of the State of Florida, all of which remedies
shall be cumulative. Upon default by the Manager, the Owner shall have the
right to terminate this Agreement upon written notice to the Manager, in
which case the Manager shall cooperate with the Owner to facilitate a
smooth transition of the management of the Hotel to the successor manager.

8.4 Franchise Agreement with Hyatt Franchise Corporation ("Hyatt")

The parties acknowledge that any termination of this Agreement may
constitute grounds for termination of the Franchise Agreement between the
Manager and Hyatt, thirty days (30) prior

15
<PAGE> 16

written notice thereof to Hyatt of termination of this Agreement is required
under the Franchise Agreement.

9. INDEMNITIES

The Owner hereby indemnifies and saves the Manager harmless from and
against all claims, damages and costs arising out of or in connection with the
management of the Hotel and the operation thereof, except for acts of the
Manager or its officers, agents or employees taken outside the scope of, or in
breach of, this Agreement and/or acts of negligence or willful misconduct of the
Manager, its officers, agents or employees (collectively the "Unauthorized
Acts"). The Manager shall indemnify and hold the Owner harmless from and against
all claims, damages and costs arising out of or in connection with Unauthorized
Acts. The indemnities herein contained shall not apply to any damages with
respect to which the indemnified party is covered by insurance and for which
insurance proceeds are actually received.

The above indemnification from the Owner does not apply as it relates to
the Manager's performance under the Franchise Agreement with Radisson, unless a
default under the terms of the Franchise Agreement is caused directly or
indirectly by the Owner's failure to make payment of or provide for capital
improvements or alterations as may be required under the Franchise Agreement.

10. ESTOPPEL CERTIFICATES:

The Owner and the Manager shall, at any time and from time to time upon not
less than 10 days prior written request by the other, execute, acknowledge and
deliver a statement in writing certifying that:

10.1 This Agreement is unmodified and in full force and effect (or, if
modified, that the same is in full force and effect, as modified, stating the
modifications);

10.2 The date to which payments have been made under this Agreement;
and

10.3 So far as the Owner or the Manager, as the case may be, knows, no
default hereunder on the part of the Owner or the Manager, as the case may be,
exists (except that if any such default does exist, the certifying party shall
specify such default), it being intended that any such statements delivered
pursuant to this Paragraph 10 may be relied upon by any prospective purchaser,
assignee, or mortgagee of the Owner's interest in the Hotel, or of either
party's interest in this Agreement.

11. NOTICES:

16
<PAGE> 17

in the United States mail, addressed to the Owner or the Manager, as the case
may be, at the addresses set forth after their respective names below, or at
such different addresses as they shall have theretofore advised the other in
writing in accordance herewith.

If intended for the Owner:

2301 SE 17th St., Ltd.
c/o Florida Panthers Holdings, Inc.
450 East Las Olas Boulevard
Suite 1500
Fort Lauderdale, Florida 33301
Attn: Richard C. Rochon

With a copy to:

Akerman, Senterfitt & Eidson, P.A.
One S.E. Third Avenue, Suite 2800
Miami, Florida 33131
Attn: Edward L. Ristaino, Esq.

If intended for the Manager:

Rahn Pier Mgt., Inc.
450 East Las Olas Boulevard
Suite 700
Fort Lauderdale, Florida 33301
Attn: Robert J. Stirk

12. APPROVAL BY THE OWNER:

In any instance where the approval or consent of the Owner is required or
permitted hereunder, such approval or consent shall be in writing and such
consent or approval may be withheld or delayed in the sole discretion of the
Owner.

13. NO WAIVER:

No waiver of any covenant, term or condition of this Agreement by either
party shall be construed as a waiver of a subsequent breach of the same
covenant, term or condition. The consent or approval by either party to or of
any act by the other party requiring such consent or approval shall not be
deemed to waive or render unnecessary, consent to or approval of any subsequent
similar act.

17
<PAGE> 18

14. GOVERNING LAWS:

The laws of the State of Florida shall govern the interpretation, validity,
performance and enforceability of this Agreement. If any provision of this
Agreement shall be held to be invalid or unenforceable, the validity and
enforceability of the remaining provisions of this Agreement shall not be
affected thereby.

15. ENTIRE AGREEMENT; MODIFICATION:

This Agreement contains the entire agreement between the parties with
respect to its subject matter, terminates and supersedes the Hotel Management
Agreement dated June 30, 1994, and no agreement shall be effective to change,
modify or terminate this Agreement, in whole or in part, unless such agreement
is in writing and duly signed by the party against whom enforcement of such
change, modification or termination is sought. This Agreement shall not be
construed more strictly against one party than against the other merely by
virtue of the fact that this Agreement may have been drafted by one of the
parties, or such party's counsel, it being agreed that both parties and their
respective counsel have mutually participated in the negotiation and preparation
of this Agreement.

16. DESCRIPTIVE HEADINGS:

The descriptive headings set forth in this Agreement are inserted for
convenience and for reference only and do not in any way limit or amplify the
terms and provisions of this Agreement.

17. SUCCESSORS AND ASSIGNS:

The terms, provisions and covenants contained in this Agreement shall apply
to, inure to the benefit of, and be binding upon, the parties hereto and their
respective successors and permitted assigns.

18
<PAGE> 19

IN WITNESS WHEREOF, the Owner and the Manager have hereunto set their hands
and seals on the day and year first above written.

OWNER:

2301 SE 17th St., Ltd., a Florida limited
partnership

By: 2301 MGT, Ltd., a Florida limited
partnership, its general partner

By: 2301 SE 17th St., Inc., a Florida
corporation, its general partner

By:
--------------------------------
Name: Richard C. Rochon
Title: President

MANAGER:

Rahn Pier Mgt., Inc.

By:
--------------------------------------------
Name:
---------------------------------------
Title:
-------------------------------------

<PAGE> 1
EXHIBIT 10.14

HOTEL MANAGEMENT AGREEMENT (BAHIA MAR)

THIS HOTEL MANAGEMENT AGREEMENT, made as of this 4th day of March, 1997, by
and between:

Rahn Bahia Mar, Ltd.

hereinafter called the "Owner", and

Rahn Bahia Mar Mgmt., Inc.

hereinafter called the "Manager".

RECITATIONS:

A. The Owner is the owner of the following described property, situate,
lying and being in the County of Broward, State of Florida, to-wit:

the Radisson Bahia Mar Beach Resort and Yachting Center, Fort
Lauderdale, Florida and related amenities and facilities

(the "Hotel").

B. The Manager and the personnel of the Manager are experienced in the
management of hotels of the type and nature of the Hotel.

C. The Owner desires to obtain the benefits of the management and operating
supervision of the Manager for the Hotel and the Manager has agreed to be so
engaged.

1. THE ENGAGEMENT:

<PAGE> 2

2. TERM OF AGREEMENT:

B. The Owner shall have the right to terminate this Agreement without
penalty or payment upon the occurrence of an event of default by the Manager,
pursuant to Section 8.3 below.

C. The Owner shall also have the right to terminate this Agreement at any
time during the term hereof upon written notice to the Manager, for any reason
or for no reason, and without the occurrence of an event of default by the
Manager, provided that, in the event of such termination during the initial
three year term hereof, the Owner shall pay to the Manager, as the Manager's
sole compensation hereunder following such termination, an amount equal to the
present value of the Estimated Management Fee for each month remaining in the
initial three year term hereof following the effective date of such termination,
prorated for any partial month. Such amount shall be paid by the Owner to the
Manager within 10 business days following the effective date of termination. As
used herein, "Estimated Management Fee" shall be equal to (i) the difference
between (a) the average monthly amount of Management Fees actually paid by the
Owner (or its predecessor) to the Manager during the 12 months immediately
preceding the effective date of such termination (which amount shall be
multiplied by (x) 1.03 for each of the first 12 months following termination,
(y) 1.06 for each of the second 12 months following termination, and (z) 1.09
for each of the third 12 months following termination) minus (b) the average
monthly out of pocket costs which were incurred by the Manager over the same
period but which similar out of pocket costs will not be incurred by the Manager
following the effective date of such termination (which amount shall be
multiplied by (x) 1.03 for each of the first 12 months following termination,
(y) 1.06 for each of the second 12 months following termination, and (z) 1.09
for each of the third 12 months following termination), multiplied by (ii) the
number of months (prorated for any partial month) remaining in the initial three
year term hereunder following the effective date of termination. As used herein,
the "present value of the Estimated Management Fee" shall mean an amount equal
to the aggregate value of each monthly installment of the Estimated Management
Fee which would have been payable during the initial three year term of this
Agreement if this Agreement had not been so terminated, calculated as of the
effective date of termination and using a discount factor of eight (8%) percent.

D. Upon the sale of the Hotel, the Owner will have the option to terminate
this agreement without penalty or payment upon not less than 60 day notice to
the Manager.

3. General Duties of the Manager:

<PAGE> 3

the Owner's fiscal year, as may be changed from time to time, and which
currently ends June 30. Subject to the Owner's instructions from time to time to
the Manager to the contrary, the Manager is hereby authorized to and shall:

3.1.1 Use all reasonable efforts to maximize patronage of the
Hotel;

3.1.5 Provide for the maintenance and repair of the Hotel in
accordance with similar hotel standards;

<PAGE> 4

3.1.9 Purchase food, beverages, operating supplies and
merchandise necessary for the proper operation of the Hotel;

3.1.12 Grant concessions for services customarily subject to
concession in hotels if, in the Manager's reasonable opinion, the
granting of such concessions is deemed necessary or desirable;

3.1.16 Advise the Owner with respect to, and assist the Owner in,
obtaining insurance coverage and insurance policies hereinafter
described and referred to; and

<PAGE> 5

3.1.17 Make expenditures and take all actions necessary to
maintain the Hotel in compliance with the Radisson Hotels
International License Agreement ("License Agreement") entered into
with respect to the Hotel.

3.2 Legal Proceedings - Certain Limitations:

Unless otherwise directed by the Owner, legal proceedings of a
non-extraordinary nature, relating to the operation of the Hotel, such as
collections, enforcement of contracts and leases and proceedings against Hotel
guests and tenants, may be instituted by the Manager and by counsel designated
by the Manager. Legal proceedings of other types, or of an unusual nature, or
involving monetary claims in excess of $50,000.00 brought in respect of the
operation of the Hotel, shall require the Owner's approval of the action and
designated counsel and the Manager shall furnish the Owner with periodic status
reports with respect to such proceedings. In addition, unless otherwise directed
by the Owner, the Manager shall have the right to defend, through counsel
designated by the Manager and approved by the Owner, legal proceedings of a
non-extraordinary nature against the Owner or the Manager resulting from the
operation of the Hotel, such as guest claims for loss of property or injury to
persons and claims relating to employment or the application for employment at
the Hotel. Unless otherwise directed by the Owner, the defense of actions
against the Hotel of a more significant nature (including, without limitation,
any aspect of any negligence claim against the Owner or the Manager arising out
of the operation of the Hotel and involving in excess of $50,000.00, as to which
any insurance company denies coverage or reserves rights as to coverage) shall
be coordinated with the Owner, designated counsel shall be subject to the
Owner's approval and the Manager shall furnish the Owner with periodic status
reports with respect thereto. All claims against the Owner or the Manager
arising out of the operation of the Hotel which are covered in whole or in part
by insurance, shall be forwarded by the Manager to the appropriate insurer for
defense. In the event a suit is instituted against the Manager, in which the
Owner is also named as a party defendant, the Owner and the Manager shall
coordinate the defense of such suit. Nothing herein contained shall be construed
as preventing the Owner from joining with the Manager in any legal proceedings
or any action on behalf of or against the Hotel, whether of an extraordinary or
nonextraordinary nature.

3.3 Centralized Purchasing:

<PAGE> 6

Manager (or any owner of the Manager) shall be disclosed in writing to the Owner
by the Manager and shall be subject to the prior written consent of the Owner.

3.4 Initial Budgets - Operating and Capital Expenditures:

The Manager shall submit both an operating budget and a capital
expenditures budget within 45 days from the date hereof for the remainder of the
year for the Owner's written approval.

3.5 Operating Budget:

The Owner acknowledges that, notwithstanding the Manager's experience and
expertise in the operation of hotels, the projections contained in each Budget
and each pro forma submitted from time to time to the Owner by the Manager, are
mere estimates and are subject to and may be affected by changes in financial,
economic and other conditions and circumstances beyond the Manager's reasonable
control, and the giving of such projections or pro formas shall never be
construed as a guarantee or warranty by the Manager to the Owner that such
projections or pro formas will, in fact, occur. The Owner shall give its written
approval or disapproval of the Budget not later than 30 days after receipt
thereof, except that any expenditures necessary to maintain the Hotel in
compliance with the License Agreement does not require the Owner's approval. If
the Owner does not provide its written approval or disapproval within such 30
day period the Manager shall operate on the basis of the last approved budget
until such approval or disapproval is given. If the Owner objects to all or any
portion of such Budget, the Owner and the Manager shall attempt to agree in
respect of the items to which the Owner objects. The Owner's final decision with
respect to those items shall be binding and the approved Budget will be so
adjusted.

3.6 Compliance with the Operating Budget:

During each fiscal year, the Manager shall, in the performance of its
duties hereunder, use and employ its best efforts to comply with the Budget
relating to such fiscal year and the Manager

<PAGE> 7

shall not (except for emergencies or special circumstances such as a violation
of law, a change of law or regulation, or the unanticipated arising of a
condition dangerous to life or property) materially deviate from the Budget or
incur additional expenses that in the aggregate exceed 5% of the aggregate
amount, and 10% with respect to any individual budget item, shown on the
approved Budget, or materially change the manner of operation of the Hotel,
without the written approval of the Owner. If at any time during any fiscal year
the Manager shall, in the performance of its duties hereunder, determine that
the Budget relating to such fiscal year is no longer appropriate because of
changes in conditions, circumstances or otherwise, for example, without
limitation, if it is necessary in the judgment of the Manager to incur
additional expenses which in the aggregate exceed 5% of the aggregate amount, or
10% with respect to any individual budget item, shown on the Budget for such
fiscal year, then the Manager shall submit to the Owner for the Owner's
approval, a revised Budget for the remainder of such fiscal year, indicating in
narrative form, the reasons why the assumptions used as the basis of preparation
of the original Budget for such fiscal year are no longer valid. The Owner shall
give its written approval or disapproval of the revised Budget not later than 30
days after receipt thereof. If the Owner does not approve or disapprove such
revised Budget within such 30-day period, in writing, then the Owner shall be
deemed to have rejected such revised Budget as submitted by the Manager.

3.7 Emergency Expenditures:

3.8 Bank Accounts:

<PAGE> 8

Account to the Payroll Account such monies as shall be required, from time to
time, to satisfy the Hotel's payroll obligations. In no event will any of the
monies deposited in the account be commingled with other funds. The Manager
shall make available to the Owner, from time to time, when requested by the
Owner, all records with respect to the bank accounts. The funds in such accounts
shall be the sole property of the Owner and the Manager shall have no interest
therein.

3.9 Owner's Obligation to Provide Funding:

If at any month end the funds in the Operating Account fall below
$150,000.00, the Manager shall immediately notify the Owner in writing and the
Owner will (1) advance sums necessary to restore the working capital to
$150,000.00 and (2) indemnify the Manager against liability for payroll taxes or
any other liability arising from such Operating Account shortfall.

3.10 Financial Statements:

3.11 Payment of Excess Funds to the Owner:

The Manager shall pay to the Owner within twenty (20) days after the end of
each month all funds in the Operating Account in excess of the $150,000.00
mentioned in Section 3.9.

3.12 Books, Records and Accounts:

<PAGE> 9

relating to or reflecting the operation of the Hotel shall be kept at the Hotel
and shall be made available to the Owner and its representatives and any other
supervisory or regulatory authority having jurisdiction over the Owner or the
Hotel, at all reasonable times, for examination, audit, inspection and
transcription. All of such books and records pertaining to the Hotel, including,
without limitation, books of account, guest records and front office records,
shall at all times be the property of the Owner and shall not be removed from
the Hotel by the Manager without the Owner's consent. Upon any termination
hereof, all such books and records shall immediately be turned over to the
Owner.

3.13 Escrow of Property Tax Funds and Payment of Taxes:

3.14 Alterations, Remodeling, Demolition:

3.15 Compliance With Laws:

<PAGE> 10

3.16 Capital Expenditures Program ("CEP"):

3.17 Repairs and Maintenance:

3.18 Insurance:

<PAGE> 11

such other insurance, against other insurable risks, as the Owner deems
necessary or advisable, in such amounts as the Owner shall from time to time
deem appropriate (provided that liability coverage shall never be less than Ten
Million Dollars ($10,000,000) single limit). All insurance described herein may
be obtained by the Owner or the Manager by endorsement or equivalent means under
its blanket insurance policies, provided that such blanket policies
substantially fulfill the requirements specified herein.

The Owner and the Manager shall both be named insureds in such policies, as
their interests may appear, and each such policy shall contain a waiver by the
insurer of the rights of recourse of subrogation by the insurer against the
Owner and the Manager. All insurance shall be in such form and with such
companies as shall be satisfactory to the Owner and shall comply with the
requirements of the License Agreement and any mortgage encumbering the Hotel.
The Manager shall provide to the Owner true copies or certificates of all such
insurance, not less than 30 days prior to the expiration of all prior policies.

3.19 All Costs and Expenses Attributable to the Owner:

<PAGE> 12

Inc."; and, in such event, it is agreed that the Owner shall, consistent with
the Budget, reimburse the Manager for the reasonable salaries and other payroll
costs expended or incurred by the Manager or R&A Hotels, Inc. for such persons.

3.20 License Agreement

If there is any conflict between the terms of this Agreement and the terms
of the License Agreement, the terms of the License Agreement shall govern and
control.

4. MANAGER'S FEES:

4.2 Definition of Gross Revenues:

For purposes of this Agreement, the following definitions shall be
applicable:

"Gross Revenues" shall mean all receipts, revenues, income and proceeds of
sale of every kind or nature derived directly or indirectly from the operation
of the Hotel, and services rendered to, and rentals of all kinds received from,
tenants, subtenants, licensees and occupants of space located in the Hotel,
including, without limiting the foregoing, all receipts, revenues and income
derived from guest rooms, food and beverage operations, bar and lounge
operations, meeting room facilities, space rentals to stores and other tenants,
all calculated on an accrual basis, whether in cash or in credit, including the
proceeds of insurance received with respect to use and occupancy or business
interruption insurance, and any amount recovered in any legal action or
proceeding or settlement thereof which arose out of the operation of the Hotel,
which amount under generally accepted accounting principles applied on a
consistent basis, is properly includable as an income item, less the following:

(i) all taxes collected as direct taxes from guests or
patrons of the Hotel or in respect of any business conducted in the
Hotel to be paid to duly constituted taxing authorities having
jurisdiction, such as sales taxes;

(ii) Tips and service charges collected for payment to
employees; and

(iii) Proceeds of sales of property, real and personal, other
than sales in the ordinary course of the Hotel's business.

4.3 Time of Payment of Management Fee:

<PAGE> 13

The Management Fee will be paid by the tenth day of each month, for the
preceding month. The Owner hereby authorizes the Manager to pay itself the
Management Fee, monthly, from the Operating Account. The aggregate of the
Management Fees so paid monthly, shall be reconciled annually (based upon the
Owner's fiscal year) between the Owner and the Manager, based upon the Annual
Statements referred to in Paragraph 3.10 hereof and within 30 days of the
rendition of each Annual Statement for the prior fiscal year and appropriate
payments or refunds shall be paid.

4.4 Out of Pocket Expenses:

5. ASSIGNMENT:

The Owner may assign or transfer this Agreement without the Manager's
consent. The Manager shall not assign or transfer, or permit the assignment,
delegation of duties or transfer of, this Agreement without the prior written
consent of the Owner; provided, however, that the Manager shall have the right,
without such consent, but upon 60 days prior notice to the Owner, to assign its
interest in this Agreement to any of its affiliated companies, provided that
John Anderson, Robert Stirk and/or Peter Roberts own 100% of said company and
any such assignee shall be deemed to be the Manager for the purposes of this
Agreement. However, any assignment of the Agreement by the Manager is subject to
approval by Radisson Hotels International. Any assignee of the Manager shall
execute an assignment and assumption agreement in form acceptable to the Owner.

6. DAMAGE AND DESTRUCTION:

<PAGE> 14

7. CONDEMNATION:

8. DEFAULT:

8.1 Default by the Manager:

The following events shall be deemed to be events of default by the Manager
under this Agreement:

8.1.2 The Manager shall become insolvent, shall make a transfer
in fraud of its creditors, or shall make an assignment for the benefit of
creditors;

8.1.4 A receiver or trustee shall be appointed for the Manager
or for all or substantially all of the assets of the Manager and such
appointment is not vacated or otherwise caused to be net aside within 90
days from the occurrence thereof; or

<PAGE> 15

8.1.5 The Manager shall breach any obligation owed by it, or
cause a breach of any obligation owed by the Owner, under the License
Agreement, subject to any applicable notice and right to cure thereunder.

8.2 Default by the Owner:

The following events shall be deemed to be events of default by the Owner
under this Agreement:

8.2.2 The Owner shall fail to comply in any material respect
with any other term, provision or covenant of this Agreement to be
complied with or performed by the Owner, and shall not cure such failure
within 30 days after written notice thereof from the Manager to the Owner,
or, if such failure is not susceptible of being cured within said 30-day
period, if the Owner shall fail to commence to cure such failure within
said 30-day period, or, having commenced, shall thereafter fail to
complete the curing of such failure with reasonable diligence; or

8.3 Remedies for Default:

Should either party default in its obligations under the terms, conditions
and provisions of this Agreement, the other party shall have such rights to
enforce this Agreement, and such remedies on account of such default, both at
law and in equity, as is provided, established or allowable under the laws of
the State of Florida, all of which remedies shall be cumulative. Upon default by
the Manager, the Owner shall have the right to terminate this Agreement upon
written notice to the Manager, in which case the Manager shall cooperate with
the Owner to facilitate a smooth transition of the management of the Hotel to
the successor manager.

8.4 License Agreement with Radisson Hotels International ("Radisson")

The parties acknowledge that any termination of this Agreement may
constitute grounds for termination of the License Agreement between the Manager
and Radisson, and thirty days (30) prior written notice thereof to Radisson of
termination of this Agreement is required under the License Agreement.

<PAGE> 16

9. INDEMNITIES

The above indemnification from the Owner does not apply as it relates to
the Manager's performance under the License Agreement with Radisson, unless a
default under the terms of the License Agreement is caused directly or
indirectly by the Owner's failure to make payment of or provide for capital
improvements or alterations as may be required under the License Agreement.

10. ESTOPPEL CERTIFICATES:

10.1 This Agreement is unmodified and in full force and effect (or, if
modified, that the same is in full force and effect, as modified, stating the
modifications);

10.2 The date to which payments have been made under this Agreement;
and

11. NOTICES:

Any notice which may or is required to be given hereunder shall be in
writing and shall be deemed given, whether actually received or not, if orderly
delivery of the mail has not been disrupted or threatened when deposited,
postage prepaid, registered or certified mail, return receipt requested, in the
United States mail, addressed to the Owner or the Manager, as the case may be,
at the addresses set forth after their respective names below, or at such
different addresses as they shall have theretofore advised the other in writing
in accordance herewith.

<PAGE> 17

If intended for the Owner:

Rahn Bahia Mar, Ltd.
c/o Florida Panthers Holdings, Inc.
450 East Las Olas Boulevard
Suite 1500
Fort Lauderdale, Florida 33301
Attn.: Richard C. Rochon

With a copy to:

Akerman, Senterfitt & Eidson, P.A.
One S.E. Third Avenue, Suite 2800
Miami, Florida 33131
Attn.: Edward L. Ristaino, Esq.

If intended for the Manager:

Rahn Bahia Mar Mgmt., Inc.
450 East Las Olas Boulevard
Suite 700
Fort Lauderdale, Florida 33301
Attn.: Robert J. Stirk

12. APPROVAL BY THE OWNER:

13. NO WAIVER:

14. GOVERNING LAWS:

<PAGE> 18

15. ENTIRE AGREEMENT; MODIFICATION:

16. DESCRIPTIVE HEADINGS:

The descriptive headings set forth in this Agreement are inserted for
convenience and for reference only and do not in any way limit or amplify the
terms and provisions of this Agreement.

17. SUCCESSORS AND ASSIGNS:

The terms, provisions and covenants contained in this Agreement shall apply
to, inure to the benefit of, and be binding upon, the parties hereto and their
respective successors and permitted assigns.

IN WITNESS WHEREOF, the Owner and the Manager have hereunto set their hands
and seals on the day and year first above written.

OWNER:

Rahn Bahia Mar, Ltd., a Florida limited
partnership

By: Rahn Bahia Mar, G.P., Ltd., a Florida
limited partnership, its general partner

By: Rahn Bahia Mar, Inc., a
Florida corporation, its general
partner

By:
-------------------------
Name: Richard C. Rochon
Title: President

MANAGER:

Rahn Bahia Mar Mgmt., Inc.

By:
-----------------------------------------
Name:
----------------------------
Title:
----------------------------

<PAGE> 1

EXHIBIT 21.1

SUBSIDIARIES STATE OF INCORPORATION
------------ ----------------------

<S> <C>
Florida Panthers Hockey Club, Inc. Florida

Arena Development Company, Inc. Florida

Arena Operating Company, Inc. Florida

Decoma Investment, Inc. I Texas

Decoma Investment, Inc. II Texas

2301 SE 17th St., Inc. Florida

Rahn Bahia Mar, Inc. Florida

</TABLE>

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

/s/ Arthur Andersen LLP

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
March 11, 1997.

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the use of our report included herein and to the references to our
firm under the headings "Selected Financial Data of 2301 Ltd." and "Experts"
in the prospectus.

/s/ KPMG Peat Marwick LLP

KPMG PEAT MARWICK LLP

Fort Lauderdale, Florida,
March 11, 1997.