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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1998
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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FLORIDA PANTHERS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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450 EAST LAS OLAS BOULEVARD
FORT LAUDERDALE, FLORIDA 33301
DELAWARE (954) 712-1300 65-0676005
(State or other jurisdiction (Address, including zip code, (I.R.S. Employer
of incorporation or and telephone number, Identification Number)
organization) including
area code, of registrant's
principal executive offices)
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RICHARD L. HANDLEY
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
FLORIDA PANTHERS HOLDINGS, INC.
450 EAST LAS OLAS BOULEVARD
FORT LAUDERDALE, FLORIDA 33301
(954) 712-1300
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Copy to:
STEPHEN K. RODDENBERRY, ESQ.
AKERMAN, SENTERFITT & EIDSON, P.A.
ONE S.E. THIRD AVENUE, 28TH FLOOR
MIAMI, FLORIDA 33131-1704
(305) 374-5600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of the Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, as amended (the "Securities Act"), other than securities being offered
only in connection with dividend or interest reinvestment plans, 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, 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
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE
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Class A Common Stock, par value $.01 per
share.................................. 9,515,589 $19 19/32 $186,446,072 $55,002
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(1) Pursuant to Rule 416 under the Securities Act, this registration statement
also covers an indeterminate number of additional shares as may be issued as
a result of adjustments by reason of any stock split, stock dividend or
similar transaction.
(2) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
amount of the registration fee. The average of the high and low prices
reported on The New York Stock Exchange was $19 19/32 on May 18, 1998.
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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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PROSPECTUS
(FLORIDA PANTHERS LOGO)
9,515,589 SHARES
FLORIDA PANTHERS HOLDINGS, INC.
CLASS A COMMON STOCK
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This Prospectus relates to an aggregate of 9,515,589 shares (the "Shares")
of Class A common stock, par value $.01 per share (the "Class A Common Stock"),
of Florida Panthers Holdings, Inc. (the "Company"), which may be offered for
resale hereby, from time to time, for the account of certain persons listed
herein (the "Selling Stockholders"). The Shares consist of shares of the Class A
Common Stock which have been issued, or are issuable pursuant to certain
Exchange Rights, Warrants and Earn-out Rights (each as defined herein), in
connection with certain acquisitions of businesses by the Company not involving
a public offering. See "The Company -- Description of Exchange Rights, Warrants
and Earn-Out Rights."
The Shares may be sold or distributed from time to time by or for the
account of the Selling Stockholders or their pledgees through underwriters or
dealers, through brokers or other agents, or directly to one or more purchasers
including pledgees, at market prices prevailing at the time of sale or at prices
otherwise negotiated. This Prospectus may also be used, with the Company's prior
consent, by donees of the Selling Stockholders, or by other persons acquiring
certain of the Shares and who wish to offer and sell such Shares under
circumstances requiring or making desirable its use. The Company will not
receive any of the proceeds from the sale of the Shares offered hereby and will
bear certain expenses incident to their registration. See "Selling Stockholders"
and "Plan of Distribution."
The Selling Stockholders and brokers through whom the sale of the Class A
Common Stock are made may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act").
In addition, any profits realized by the Selling Stockholders or such brokers on
the sale of such Class A Common Stock may be deemed to be underwriting
commissions under the Securities Act.
The Company has two classes of Common Stock consisting of Class A Common
Stock, which is offered hereby, and Class B common stock, par value $.01 per
share (the "Class B Common Stock"), which is currently owned by H. Wayne
Huizenga, the Company's Chairman of the Board. Each share of Class A Common
Stock is entitled to one vote, and each share of Class B Common Stock is
entitled to 10,000 votes, on all matters submitted to the Company's stockholders
for approval. Accordingly, Mr. Huizenga, as the sole holder of the Class B
Common Stock, is able to control the management and policies of the Company and
substantially all the matters submitted to the Company's stockholders for
approval, including the election of the directors. The shares of Class A Common
Stock and Class B Common Stock are subject to certain National Hockey League
("NHL") requirements and restrictions with respect to ownership. In addition,
unless otherwise permitted by the NHL, Mr. Huizenga is required to maintain
voting control of the Company at all times. THE SHARES OF CLASS B COMMON STOCK
WERE ISSUED TO MR. HUIZENGA SOLELY TO SATISFY THE CONTROL REQUIREMENTS OF THE
NHL.
The Class A Common Stock is traded on The New York Stock Exchange (the
"NYSE") under the symbol "PAW." On May 18, 1998, the last sales price of the
Class A Common Stock as reported by the NYSE was $19 5/16 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE CLASS A COMMON STOCK
OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
May , 1998
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No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in or
incorporated by reference in this Prospectus in connection with the offer made
by this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has not been any change in the
facts set forth in this Prospectus or in the affairs of the Company since the
date hereof. This Prospectus does not constitute an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorized
or in which the person making such offer or solicitation is not qualified to do
so or to anyone to whom it is unlawful to make such offer or solicitation.
TABLE OF CONTENTS
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PAGE
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Available Information....................................... 2
The Company................................................. 3
Risk Factors................................................ 6
Use of Proceeds............................................. 11
Selling Stockholders........................................ 12
Description of Capital Stock................................ 14
Plan of Distribution........................................ 16
Legal Matters............................................... 17
Experts..................................................... 17
Incorporation of Certain Documents by Reference............. 18
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder, and, in accordance therewith, files reports,
proxy and information statements and other information with the Securities and
Exchange Commission (the "Commission"). These reports, proxy and information
statements and other information concerning the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at the Commission's
regional offices located at Citicorp Center, Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661 and at Seven World Trade Center, Suite 1300, New
York, New York 10048. Copies of such material can also be obtained from the
Commission at prescribed rates through its Public Reference Section at 450 Fifth
Street, N.W., Washington, D.C. 20549. The Commission also maintains a site on
the World Wide Web at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The Class A Common Stock formerly traded on
The Nasdaq Stock Market -- National Market ("Nasdaq"). Information filed by the
Company with Nasdaq may be inspected at the offices of Nasdaq at 1735 K Street,
N.W., Washington, D.C. 20006. As of July 11, 1997, the Class A Common Stock
began trading on the NYSE. Information filed by the Company with the NYSE may be
inspected at the office of the NYSE at 20 Broad Street, New York, New York
10005.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act with respect to the Shares offered hereby
(including all amendments and supplements thereto, the "Registration
Statement"). This Prospectus, which forms a part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement,
certain parts of which have been omitted in accordance with the rules and
regulations of the Commission. Statements contained herein concerning the
provisions of certain documents are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference. The Registration
Statement and the exhibits thereto can be inspected and copied at the public
reference facilities and regional offices of the Commission and at the offices
of the NYSE referred to above.
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THE COMPANY
GENERAL
The Company is a holding company with subsidiaries currently operating in
two business segments: (i) leisure and recreation (the "Leisure and Recreation
Business") and (ii) entertainment and sports (the "Entertainment and Sports
Business"). The Company was formed in July 1996 and, upon the completion of its
initial public offering and concurrent offering (the "Initial Offerings") in
November 1996, continued the operations of the Florida Panthers Hockey Club (the
"Panthers"), a professional hockey team which has been a member of the NHL since
1993. Following completion of the Initial Offerings, the Company expanded into
the Leisure and Recreation Business, through the ownership and operation of
high-end destination luxury resorts, and diversified the Entertainment and
Sports Business to include ice skating rink operations. The Company's current
focus is on expanding the Leisure and Recreation Business. The primary elements
of the Company's current business strategy include: (i) the development of
capital projects (additional unit construction, recreational amenities and
conference space) at its existing luxury resorts, (ii) the expansion of the core
upscale clientele of the Leisure and Recreation Business, which will increase
the Company's ability to cross-market other services to this customer base, and
(iii) the acquisition of other luxury resorts. In executing its business
strategy, the Company continuously evaluates opportunities in other industries
and businesses for potential strategic acquisitions where the Company believes
it can leverage its competitive strengths and increase stockholder value.
The Leisure and Recreation Business presently consists of the Company's
ownership of the Boca Raton Resort and Club ("Boca Resort"), the Arizona
Biltmore Hotel ("Arizona Biltmore"), the Registry Hotel at Pelican Bay
("Registry Resort"), the Edgewater Beach Hotel ("Edgewater Resort"), the Hyatt
Regency Pier 66 Hotel and Marina ("Pier 66"), the Radisson Bahia Mar Beach
Resort and Yachting Center ("Bahia Mar") and the Rolling Hills Golf Club
("Rolling Hills"). Boca Resort, Arizona Biltmore, Registry Resort, Edgewater
Resort, Pier 66 and Bahia Mar are collectively referred to as the "Resort
Facilities."
Boca Resort is a destination luxury resort and private club fronting both
the Atlantic Ocean and Intracoastal Waterway in Boca Raton, Florida. Boca Resort
includes 963 luxury guest rooms, a 50,000 sq. ft. conference center, a
newly-constructed 140,000 sq. ft. conference center, a 25 slip marina, two 18
hole championship golf courses, a 30 court tennis club, five swimming pools, an
indoor basketball court, two indoor racquetball courts, a fitness center, a half
mile of private beach with various water sports facilities and 15 food and
beverage sites ranging from five-star cuisine to beach side grills. Boca Resort
has consistently been awarded the Readers' Award as one of the "Top 25 Hotels in
North America" by Travel & Leisure magazine.
Arizona Biltmore is a luxury resort located on 39 acres in Phoenix,
Arizona. The resort includes 600 guest rooms, three restaurants, privileges to
play at two 18-hole golf courses, an 18-hole putting course, 8 tennis courts, 6
swimming pools, a full-service conference center accommodating groups up to
1,200, the Pavilion (a state-of-the-art function facility accommodating up to
1,400 people) and a 20,000 square foot spa. Among other distinctions, the
property was featured in Architectural Digest in 1996 and awarded the 1997
Heritage Award of Excellence by the Urban Land Institute.
Registry Resort is a luxury resort fronting the Gulf of Mexico in Naples,
Florida, within a 90-minute drive of the east coast of South Florida. The
Company currently owns approximately 99% of Registry Resort and has made offers
to acquire the remaining 1%. Registry Resort includes 474 luxury guest rooms, a
conference center, recreational areas, restaurant and retail outlets, a 15 court
tennis facility and a nature reserve boardwalk, as well as water sports and
other beach amenities. Registry Resort has received Mobile Travel Guide's Four
Star Award, as well as AAA's Four Diamond Award, and has been cited by Conde
Nast Traveler magazine as one of the best resorts in the United States.
Edgewater Resort is a luxury resort fronting the Gulf of Mexico in Naples,
Florida. The resort includes 126 suites and is situated on a two-acre site which
surrounds a tropical courtyard located only a few steps from seven miles of
pristine beach. Amenities at the resort include a pool, fitness center, three
meeting rooms and a penthouse gourmet restaurant. The property was recently
featured in Resorts and Great Hotels, Conde Nast
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Gold List and has recently received Mobil Travel Guide's Four Star Award and the
AAA's Four Diamond Award.
Pier 66 is a luxury resort and marina fronting the Intracoastal Waterway in
Fort Lauderdale, Florida. Pier 66 includes 380 luxury guest rooms, a 142 slip
marina, three swimming pools, meeting space and six restaurants and lounges.
Pier 66 has received the Mobil Travel Guide's Four Star Award and AAA's Four
Diamond Award.
Bahia Mar is a resort and marina complex fronting the Atlantic Ocean in
Fort Lauderdale, Florida. Bahia Mar includes 300 luxury guest rooms, a 350 slip
marina, four tennis courts, meeting space and retail space. Bahia Mar has
received the Mobil Travel Guide's Three Star Award and AAA's Three Diamond
Award, as well as the 1995 Radisson President's Award and a City of Fort
Lauderdale Community Appearance Award.
Rolling Hills includes an 18-hole golf course and a separate 9-hole golf
course located in Davie, Florida. Rolling Hills is currently undergoing a
redesign and renovation and upon completion will feature a new 18 hole
championship golf course, a par 3 course with practice facility and a clubhouse.
The course is expected to open for play December 1998.
The Company's Entertainment and Sports Business currently consists of the
Company's hockey operations, arena development and management operations and ice
skating rink operations. The Company's hockey operations consist of the
ownership and operation of the Florida Panthers Hockey Club (the "Panthers").
The Company's arena development and management operations involve the Broward
County Arena, a new multi-purpose, state-of-the-art entertainment and sports
center in Broward County, Florida. Pursuant to an operating agreement between
the Company and Broward County, upon completion of the Broward County Arena, the
Company will manage and operate the Broward County Arena, where the Panthers
will play their home games. The Company also owns approximately 78% of Decoma
Miami Associates, Inc., the entity which operates the Miami Arena, the arena
where the Panthers played their home games through the end of the 1997-98 hockey
season. The Company's ice skating rink activities consist of the operation of
Incredible Ice, a twin-pad ice skating rink facility in Coral Springs, Florida,
and Gold Coast, an ice skating rink facility in Pompano Beach, Florida.
The Company was incorporated in Florida on July 3, 1996 and subsequently
reincorporated in Delaware on November 17, 1997. In connection with the Initial
Offerings, the Class A Common Stock began trading on Nasdaq on November 13, 1996
under the symbol "PUCK." On July 11, 1997, the Class A Common Stock began
trading on the NYSE under the symbol "PAW." The NYSE ticker symbol was not
affected by the reincorporation. The Company's principal executive offices are
located at 450 East Las Olas Boulevard, Fort Lauderdale, Florida 33301 and its
telephone number is (954) 712-1300.
DESCRIPTION OF EXCHANGE RIGHTS, WARRANTS AND EARN-OUT RIGHTS
In August 1997, in connection with the acquisition of the Registry Resort
and as part of the consideration for such acquisition, the Company issued the
following warrants (collectively, the "Registry Warrants"): (i) a warrant to
acquire 300,000 shares of the Class A Common Stock at an exercise price of
$25.85 per share until August 2002 and (ii) a warrant to acquire 25,000 shares
of the Class A Common Stock at an exercise price of $23.50 per share until
August 2002. The Registry Warrants vest and become exercisable at the rate of
1/8th of the shares covered thereby at the end of each fiscal quarter beginning
on October 1, 1997, and will become fully vested on December 31, 1999. In
addition to the Registry Warrants, the Company also issued 918,174 shares of the
Class A Common Stock which may be offered hereby.
In March 1998, in connection with the acquisition of a controlling
ownership interest in Arizona Biltmore and as part of the consideration for such
acquisition, the Company agreed to pay $100.3 million with interest at the rate
of 5% per annum, which is payable at the election of the sellers either in cash
or in shares of the Class A Common Stock. If the seller elects to receive cash
it must make such election during specified election periods occurring between
May 25, 1998 and March 2, 2000. Alternatively, the seller may elect to receive
shares of the Class A Common Stock at a per share price of $26.00 at any time
from March 2, 1998 through March 2, 2008 (the "Biltmore Exchange Rights"), plus
the rights to an earnout payment of up to
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2,631,579 shares of the Class A Common Stock (the "Earn-Out Rights"), which will
be issued if certain performance thresholds are met. In addition, the Company
issued warrants to acquire 500,000 shares of the Class A Common Stock at an
exercise price of $24.00 per share, which are exercisable at any time, in whole
or in part, through March 2003 (the "Biltmore Warrants"). If the holders of the
Biltmore Exchange Rights and the Biltmore Warrants elect to fully exercise such
rights and warrants and all 2,631,579 shares are issued pursuant to the Earn-Out
Rights, 7,372,925 shares of the Class A Common Stock will be issued pursuant
thereto.
In April 1998, in connection with the acquisition of Edgewater Resort and
as part of the consideration for such acquisition, the Company agreed to pay
$20.5 million with interest at the rate of 5% per annum, which is payable at the
election of the sellers either in cash or in shares of the Class A Common Stock
at a per share price of $24.50 on or about October 22, 1999 (the "Edgewater
Exchange Rights"). If the holders of the Edgewater Exchange Rights elect to
fully exercise such rights, 899,490 shares of the Class A Common Stock will be
issued pursuant thereto.
The Registry Warrants and the Biltmore Warrants are collectively referred
to herein as the "Warrants." The Biltmore Exchange Rights and the Edgewater
Exchange Rights are collectively referred to herein as the "Exchange Rights."
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RISK FACTORS
Prospective investors should consider carefully the following risk factors,
together with the other information contained in this Prospectus, in evaluating
an investment in the shares of Class A Common Stock offered hereby. The
following factors and other information set forth in this Prospectus contain
certain forward-looking statements involving risks and uncertainties. The
Company's actual results may differ materially from the results anticipated in
these forward-looking statements as a result of certain factors set forth in
this section and elsewhere in this Prospectus.
HISTORY OF LOSSES OF THE PANTHERS AND UNCERTAINTY OF FUTURE RESULTS
For the nine months ended March 31, 1998, the Company had net income of
$2.9 million. However, in years prior the Company and its subsidiaries did not
generate any earnings and incurred net losses of approximately $10.3 million,
$25.1 million, $15.4 million, $12.9 million and $937,000 during the years ended
June 30, 1997, 1996, 1995 and 1994 and the seven months ended June 30, 1993,
respectively. These losses were due primarily to the operations of the Panthers.
There can be no assurance that the Company can sustain earnings on an ongoing
basis.
NEED FOR ADDITIONAL CAPITAL
The Company's business may require substantial capital infusions on a
continuing basis to finance operations and expansion. The Company's capital
resources are used to meet operating expenses, satisfy the Company's debt and
other obligations, expand the Company's existing resorts and acquire additional
resorts. In the event the Company cannot generate sufficient cash flow from its
operations, or is unable to borrow or otherwise obtain additional funds to
finance its operations, the Company's financial condition or results of
operations could be materially adversely affected.
CHALLENGES OF INTEGRATING THE OPERATIONS OF THE RESORT FACILITIES
The full benefits of the Company's acquisitions of the Resort Facilities
will require the integration of each entity's administrative, finance and
marketing organizations and the implementation of appropriate operational,
financial and management systems and controls. There can be no assurance that
the Company will be able to integrate the operations of the Resort Facilities
successfully.
RISKS RELATING TO EXPANSION
The Company may, as part of its growth strategy, consider making additional
acquisitions of certain resort-related, sports-related or other types of
businesses, as well as certain commercial properties, including properties which
may be owned by Mr. Huizenga or his affiliates. The Company may make such
acquisitions with cash or with stock or a combination thereof. If the Company
does make any such acquisitions, various associated risks may be encountered,
including potential dilution to the shares of Class A Common Stock then
outstanding due to additional shares of Class A Common Stock or Class B Common
Stock (collectively, the "Common Stock") being issued in connection with the
acquisitions, incurrence or assumption of debt, possible goodwill amortization
or additional depreciation on acquired property and equipment, diversion of
management's attention, possible environmental and other regulatory costs and
unanticipated problems or liabilities, some or all of which could have a
material adverse effect on the Company's financial condition or results of
operations.
CONTROL BY H. WAYNE HUIZENGA; VOTING RIGHTS
The Company has two classes of common stock, the Class A Common Stock and
the Class B Common Stock. The Company has issued shares of Class B Common Stock
to Mr. Huizenga to satisfy certain control requirements of the NHL. In
accordance with the NHL Constitution and Bylaws, a change in the controlling
shareholder must be approved by the NHL. As such, Mr. Huizenga is required to
maintain control of the Company unless the NHL approves the transfer of his
controlling interests. The Class A Common Stock and 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
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B Common Stock, will be able to control the management and policies of the
Company and the outcome of substantially all of the matters submitted to the
shareholders for approval, including the election of directors.
Neither the Company's charter nor its bylaws restrict the transfer of the
Class B Common Stock. Accordingly, subject to the requirements of federal and
state securities laws and the approval of the NHL, shares of Class B Common
Stock may be owned by persons other than Mr. Huizenga. As a result, control of
the Company may be transferred by Mr. Huizenga to other persons without the
approval of the holders of Class A Common Stock and Mr. Huizenga may receive a
control premium, which may be significant, in connection with such sale.
DEPENDENCE ON KEY PERSONNEL
For the foreseeable future, the Company will be materially dependent upon
the services of Mr. Huizenga. The loss of the services of Mr. Huizenga could
have a material adverse effect on the Company. The Company does not carry key
man life insurance on any of its officers.
SHARES OF CLASS A COMMON STOCK ELIGIBLE FOR FUTURE SALE
As of the date hereof, the Company has registered under the Securities Act
(i) an aggregate of approximately 18,609,491 shares of Class A Common Stock for
resale, from time to time on a continuous basis, by certain selling
stockholders, (ii) an aggregate of approximately 9,515,589 shares of Class A
Common Stock (which shares are registered hereunder) which have been issued or
reserved for issuance to holders of certain outstanding rights and warrants to
acquire shares of Class A Common Stock issued in connection with certain
acquisitions by the Company, (iii) 5,000,000 shares of the Class A Common Stock
which have been reserved for issuance under the Company's Amended and Restated
1996 Stock Option Plan, and (iv) 6,000,000 shares of Class A Common Stock which
may be issued from time to time in connection with potential future
acquisitions. Shares so registered could be sold in the public market at any
time. No predictions can be made as to the effect, if any, that market sales of
shares of Class A Common Stock or the availability of the shares of Class A
Common Stock for sale will have on the market price for shares of Class A Common
Stock prevailing from time to time. Sales of substantial amounts of shares of
Class A Common Stock in the public market could adversely affect the market
price of the Class A Common Stock and could impair the Company's future ability
to raise capital through an offering of equity securities or to consummate
acquisitions using shares of Class A Common Stock.
POSSIBLE VOLATILITY OF STOCK PRICE
The trading price of the Company's Class A Common Stock has been, and in
the future may be, subject to significant fluctuations in response to variations
in quarterly results and other factors.
ABSENCE OF DIVIDENDS
The Company does not intend to pay any cash or stock dividends with respect
to its Common Stock in the foreseeable future. Furthermore, the Company's
ability to declare or pay dividends on its Common Stock is limited by the
provisions of the NHL Bylaws and may also be limited by the terms of the
Company's future credit facilities and other debt financings.
OPERATING RISKS RELATING TO THE RESORT FACILITIES
The Resort Facilities are subject to all operating risks common to the
resort and hotel industry. These risks include, among other things,
over-building in the resort and hotel industry which adversely affects rates
charged by the Resort Facilities; increases in operating costs due to inflation
and other factors; dependence on tourism and weather conditions; increases in
energy costs and other expenses of travel; and adverse effects of general and
local economic conditions. Any of these factors could have a material adverse
effect on the Company's financial condition or results of operations.
SEASONALITY OF THE RESORT BUSINESS
The business of the Resort Facilities is generally seasonal. The Resort
Facilities, five of which are located in South Florida and one of which is
located in Arizona, have historically experienced higher revenue and
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operating profits in the first and fourth quarters of each calendar year due to
increased rates of occupancy and room rental rates during the winter months.
This seasonality also results in higher operating costs during these quarters.
COMPETITION
The resort and hotel industry is highly competitive. Competitive factors
within the resort and hotel industry include room rates, quality of
accommodations, service levels, convenience of location, reputation, reservation
systems, name recognition and availability of alternative resort and hotel
operations in local markets. Each of the Resort Facilities has a number of
competitors. An increase in the number of competitive resort and hotel
facilities in each of the Resort Facilities' respective markets could have a
material adverse effect on the levels of occupancy and average room rates of
each of the Resort Facilities. Further, there can be no assurance that new or
existing competitors will not significantly reduce their rates or offer greater
convenience, services or amenities or significantly expand, improve or develop
facilities in the markets in which the Resort Facilities compete, thereby
adversely affecting the Company's resort and hotel operations.
The Panthers compete for entertainment and sports dollars not only with
other major league sports, but also with college athletics and other
sports-related entertainment. During portions of its season, the Panthers
experience competition from professional basketball (the Miami Heat),
professional football (the Miami Dolphins) and professional baseball (the
Florida Marlins). Mr. Huizenga currently controls the Miami Dolphins and the
Florida Marlins. In addition, the colleges and universities in South Florida, as
well as public and private secondary schools, offer a full schedule of athletic
events throughout the year. The Panthers also compete for attendance and
advertising revenue with a wide range of other entertainment and recreational
activities available in South Florida. Additionally, the Panthers compete with
other NHL and non-NHL teams, professional and otherwise, for available players.
CAPITAL EXPENDITURES RELATING TO THE RESORT FACILITIES
The Resort Facilities have an ongoing need for routine renovations and
other capital improvements, including periodic replacement of furniture,
fixtures and equipment. The cost of such capital improvements could have a
material adverse effect on the Company's financial condition or results of
operations. In addition, the Resort Facilities may require non-routine
renovations in the future. Such renovations involve certain risks, including the
possibility of environmental problems, the possibility that the Company will not
have available cash to fund renovations or that financing for renovations will
not be available on favorable terms, uncertainties as to market demand or
deterioration in market demand after commencement of renovation and the
emergence of unanticipated competition from other resorts, hotels and
alternative lodging facilities.
AMERICANS WITH DISABILITIES ACT COMPLIANCE
The cost of complying with the Americans with Disabilities Act could
adversely affect the Company's cash flow. The Resort Facilities and other
Company-owned properties are subject to the requirements of the Americans with
Disabilities Act (the "ADA"), which generally requires that public
accommodations, including office buildings, be made accessible to disabled
persons. The Company believes that the Resort Facilities and other Company-owned
properties are in substantial compliance with the ADA and that it will not be
required to make substantial capital expenditures to address the requirements of
the ADA. However, compliance with the ADA could require removal of access
barriers and noncompliance could result in imposition of fines by the federal
government or the award of damages to private litigants. If, pursuant to the
ADA, the Company were required to make substantial alterations in one or more of
the Resort Facilities or other Company owned properties, the Company's financial
condition and results of operations, as well as the amount of funds available
for distribution to stockholders, could be adversely affected.
ENVIRONMENTAL MATTERS
The Company's operating costs may be affected by the obligation to pay for
the cost of complying with existing environmental laws, ordinances and
regulations, as well as the cost of complying with future legislation. Under
various federal, state and local environmental laws, ordinances and regulations,
a current or previous owner or operator of real property may be liable for the
costs of removal or remediation of hazardous
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<PAGE> 10
or toxic substances, as well as contamination from such hazardous or toxic
substances, on, under or in such property. Such laws and regulations often
impose liability whether or not the owner or operator knew of, or was
responsible for, the presence of such hazardous or toxic substances. Liability
extends to those persons arranging for the disposal of hazardous or toxic
substances. Environmental laws and regulations also impose restrictions on the
manner in which property may be used or transferred or in which businesses may
be operated thereon, and these restrictions may require certain expenditures. In
connection with the ownership of its properties, the Company may be liable for
any such costs. The costs of complying with environmental laws and of defending
against claims of liability arising therefrom could have a material adverse
effect on the Company's financial condition and results of operations.
LOSSES IN EXCESS OF RESORT FACILITIES' INSURANCE COVERAGE; LIMITATIONS OF
INSURANCE FOR THE PANTHERS
The Company maintains comprehensive insurance on the Resort Facilities,
including liability, fire and extended coverage, in the types and amounts
customarily obtained by an owner and operator in the resort and hotel industry.
Nevertheless, there are certain types of losses, generally of a catastrophic
nature, that may be uninsurable or not economically insurable. The Company will
use its discretion in determining amounts, coverage limits and deductibility
provisions of insurance, with a view to obtaining appropriate insurance on the
Resort Facilities at a reasonable cost and on suitable terms. This may result in
insurance coverage that, in the event of a loss, would not be sufficient to pay
the full current market value or current replacement value of the Company's lost
investment and the insurance proceeds received by the Company might not be
adequate to restore its economic position with respect to the Resort Facilities.
The Panthers maintain disability insurance for certain highly compensated
players, which insurance provides for up to 80% salary reimbursement after the
player misses 30 consecutive regular season games due to injury. In the event an
injured player is not insured or disability insurance does not cover the entire
amount of the injured player's salary, the Company may be obligated to pay all
or a portion of the injured player's salary.
UNCERTAINTIES OF INCREASES IN THE PANTHERS' PLAYERS' SALARIES
Players' salaries in the NHL have increased significantly over the last
three seasons. The NHL Collective Bargaining Agreement is designed, in part, to
control the future rate of increase in players' salaries. However, there can be
no assurance that the rate of increase in players' salaries will be effectively
controlled. Significant increases in players' salaries could have a material
adverse effect on the Company's financial condition or results of operations.
NHL MEMBERSHIP -- POTENTIAL LIABILITIES AND OWNERSHIP RESTRICTIONS
Because the NHL is a joint venture, the Panthers and other members of the
NHL are generally jointly and severally liable for the debts and obligations of
the league. Any failure of other members of the NHL to pay their pro rata share
of any such debt or obligation could adversely affect the Panthers. In addition,
the Panthers and their personnel are bound by a number of rules, regulations and
agreements, including, but not limited to, the Constitution and Bylaws of the
NHL, national television contracts and the NHL Collective Bargaining Agreement.
The NHL Constitution and Bylaws contain provisions which may in some
circumstances operate to prohibit a person from acquiring Class A Common Stock
and affect the value of such Class A Common Stock. In general, any acquisition
of shares of Class A Common Stock which will result in a person or a group of
persons holding a 5% or more interest in the Company will require the prior
approval of the NHL, which may be granted or withheld in the sole discretion of
the NHL.
DEVELOPMENT AND OPERATION OF THE BROWARD COUNTY ARENA
In June 1996, the Company entered into an agreement with Broward County to
develop the Broward County Arena. Construction projects, such as the development
of a new arena, entail significant risks, including regulatory and licensing
requirements, shortages of materials or skilled labor, unforeseen engineering,
environmental or geological problems, work stoppages, weather interferences,
unanticipated cost increases and challenges from local residents. Under the
agreement with Broward County, the Company will be
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<PAGE> 11
responsible for all costs relating to the development of the Broward County
Arena in excess of $184.7 million, including additional construction costs of up
to $6.0 million which the Company may incur as the result of the unfavorable
outcome in a lawsuit determining the applicability of Broward County's
Prevailing Wage Ordinance to the construction of the Broward County Arena. There
can be no assurance that the Company can successfully develop the Broward County
Arena or that costs associated with the development of the Broward County Arena
will not exceed the $184.7 million budget. Although the Company anticipates that
the Broward County Arena will be completed in time for the 1998-99 season, there
can be no assurance that the Broward County Arena will be completed within the
contemplated time frame.
YEAR 2000 COMPLIANCE
The Year 2000 issue relates to whether computer systems will properly
recognize and process information relating to dates in and after the year 2000.
These systems could fail or produce erroneous results if they cannot adequately
process dates beyond the year 1999 and are not corrected. Significant
uncertainty exists in the software industry concerning the potential
consequences that may result from the failure of software to adequately address
the Year 2000 issue. In addition, the Company cannot predict the effect of the
Year 2000 issue on entities with which the Company transacts business, and there
can be no assurance that the effect of the Year 2000 issue on such entities will
not have a material adverse effect on the Company's business, financial
condition or results of operations.
The Company has begun to review software and hardware used internally in
its support systems to determine whether such software and hardware is Year 2000
compliant. The Company's objective is to complete this review by September, 1998
and then develop solutions to any material date-related deficiencies believed to
be present in its computer systems. The Company intends to implement and test
these solutions prior to any anticipated impact of the Year 2000 issue on its
systems. Because the Company is currently assessing the expense and related
potential effect of Year 2000 compliance on the Company's results of operations,
financial condition and business, it cannot provide any assurance that the
effect will not be material.
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<PAGE> 12
USE OF PROCEEDS
This Prospectus relates to the Shares being offered and sold for the
accounts of the Selling Stockholders. The Company will not receive any proceeds
from the sale of the Shares but will pay all expenses related to the
registration of the Shares. See "Plan of Distribution."
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<PAGE> 13
SELLING STOCKHOLDERS
The following table sets forth the number of shares of outstanding Class A
Common Stock beneficially owned by the Selling Stockholders as of the date of
this Prospectus, the aggregate number of shares of Class A Common Stock that
each Selling Stockholder may offer and sell pursuant to this Prospectus and the
aggregate number of shares of Class A Common Stock to be beneficially owned by
each Selling Stockholder upon completion of the offering made hereby. Because
the Selling Stockholders may sell all or a portion of the Shares at any time and
from time to time after the date hereof, no estimate can be made of the number
of shares of Class A Common Stock that each Selling Stockholder may retain upon
completion of the offering made hereby. To the knowledge of the Company, none of
the Selling Stockholders has had within the past three years any material
relationship with the Company or any of its predecessors or affiliates, except
as set forth in the footnotes to the following table.
<TABLE>
<CAPTION>
NUMBER OF
SHARES BENEFICIALLY
NUMBER OF NUMBER OF OWNED AFTER SALE
SHARES BENEFICIALLY SHARES OFFERED --------------------
SELLING STOCKHOLDERS OWNED HEREBY NUMBER %
- -------------------- ------------------- -------------- ----------- ------
<S> <C> <C> <C> <C>
Gary V. Chensoff(1)(2)........................... 1,218,174 1,218,174 0 0
Christopher Johnson(1)(3)........................ 25,000 25,000 0 0
Resort Properties of Naples, Inc.(4)(5).......... 8,995 8,995 0 0
Julie Lynn Esping Trust No. 2(4)(6).............. 296,832 296,832 0 0
William Perry Esping Trust No. 2(4)(6)........... 296,832 296,832 0 0
Jennifer Esping Trust No. 2(4)(6)................ 296,832 296,832 0 0
Crow Irrevocable Trust(7)(8)..................... 344,690 344,690 0 0
Charles Carlise(7)(9)............................ 646,295 646,295 0 0
Grossman Investment Corp.(7)(10)................. 63,864 63,864 0 0
W. Matthew Crow(7)(8)............................ 344,690 344,690 0 0
El Camino Associates(7)(11)...................... 753,248 753,248 0 0
Southeast Associates(7)(12)...................... 5,220,108 5,220,108 0 0
AZB Limited Partnership(7)(13)................... 29 29 0 0
</TABLE>
- ---------------
(1) Was an affiliate of Registry Resort prior to the Company's acquisition
thereof.
(2) Consists of 918,174 shares issued in connection with the Company's
acquisition of Registry Resort and shares of the Class A Common Stock which
are issuable upon the exercise of 300,000 of the Registry Warrants.
(3) Consists of shares of the Class A Common Stock which are issuable upon the
exercise of 25,000 of the Registry Warrants.
(4) Was an affiliate of Edgewater Resort prior to the Company's acquisition
thereof.
(5) Consists of shares of the Class A Common Stock which are issuable upon the
conversion of 8,995 of the Edgewater Exchange Rights.
(6) Consists of shares of the Class A Common Stock which are issuable upon the
conversion of 296,832 of the Edgewater Exchange Rights.
(7) Was an affiliate of Arizona Biltmore prior to the Company's acquisition
thereof.
(8) Consists of shares of the Class A Common Stock which are issuable upon the
conversion of certain of the Biltmore Exchange Rights and the Biltmore
Warrants and pursuant to the Earn-Out Rights (assuming full payment under
the terms of the Earn-Out Rights).
(9) Consists of shares of the Class A Common Stock which are issuable upon the
conversion of certain of the Biltmore Exchange Rights and the Biltmore
Warrants and pursuant to the Earn-Out Rights (assuming full payment under
the terms of the Earn-Out Rights).
(10) Consists of shares of the Class A Common Stock which are issuable upon the
conversion of certain of the Biltmore Exchange Rights and the Biltmore
Warrants and pursuant to the Earn-Out Rights (assuming full payment under
the terms of the Earn-Out Rights).
(11) Consists of shares of the Class A Common Stock which are issuable upon the
conversion of certain of the Biltmore Exchange Rights and the Biltmore
Warrants and pursuant to the Earn-Out Rights (assuming full payment under
the terms of the Earn-Out Rights).
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<PAGE> 14
(12) Consists of shares of the Class A Common Stock which are issuable upon the
conversion of certain of the Biltmore Exchange Rights and the Biltmore
Warrants and pursuant to the Earn-Out Rights (assuming full payment under
the terms of the Earn-Out Rights).
(13) Consists of shares of the Class A Common Stock which are issuable upon the
conversion of certain of the Biltmore Exchange Rights and the Biltmore
Warrants and pursuant to the Earn-Out Rights (assuming full payment under
the terms of the Earn-Out Rights).
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<PAGE> 15
DESCRIPTION OF CAPITAL STOCK
The Certificate of Incorporation of the Company authorizes capital
consisting of 100,000,000 shares of Class A Common Stock, 10,000,000 shares of
Class B Common Stock and 5,000,000 shares of preferred stock, par value $.01 per
share (the "Preferred Stock"). The following description of the capital stock of
the Company is a summary and is qualified in its entirety by reference to the
Company's Certificate of Incorporation and Bylaws, copies of which have been
filed as exhibits to the Registration Statement of which this Prospectus forms a
part.
COMMON STOCK
As of May 18, 1998, there were 34,887,858 shares of Class A Common Stock
and 255,000 shares of Class B Common Stock issued and outstanding. The Class A
Common Stock and Class B Common Stock are identical in all respects, except that
each share of Class A Common Stock is entitled to one vote, and each share of
Class B Common Stock is entitled to 10,000 votes. In the event of a liquidation,
dissolution or winding up of the Company, the holders of Class A Common Stock
and Class B Common Stock are entitled to share equally and ratably in the assets
of the Company, if any, remaining after paying all debts and liabilities of the
Company. The holders of Class A Common Stock and Class B Common Stock are
entitled to receive dividends, on a share-for-share basis if, as and when
declared by the Board out of funds legally available therefor, subject to any
dividend restrictions in the Company's credit facilities and the NHL Bylaws.
Holders of Class B Common Stock are entitled to convert each share of Class B
Common Stock into one share of Class A Common Stock at any time.
The NHL Constitution and Bylaws contain provisions which may in some
circumstances operate to prohibit a person from acquiring shares of Class A
Common Stock and may affect the value of shares of Class A Common Stock. In
general, any acquisition of shares of Common Stock which will result in a person
or a group of persons holding a five percent or more interest in the Company
will require the prior approval of the NHL, which may be granted or withheld in
the sole discretion of the NHL. The prospective purchaser will be required to
submit to the NHL an application, in a form to be prescribed from time to time
by the NHL, providing certain information relating to that person's background.
Upon receipt of such application, the Commissioner of the NHL (the
"Commissioner") shall have the right to conduct an investigation with respect to
the prospective purchaser, which may include an interview by the Commissioner's
office or one or more NHL owners and the submission of such information about
the prospective purchaser, whether or not confidential, as the Commissioner
shall deem relevant in his sole discretion. In addition, the NHL may condition
its approval upon the execution and delivery by the prospective purchaser of
such documents as the Commissioner shall prescribe. The expense of the NHL's
investigation must be paid by the prospective purchaser, whether or not its
application is approved. If and when a prospective purchaser receives the NHL's
consent to acquire a five percent or more interest in the Company, such
prospective purchaser will be required to acknowledge that the purchaser shall
be bound by the applicable provisions of the NHL Constitution and Bylaws.
In addition, no person who directly or indirectly owns any interest in a
privately-held NHL team, or a five percent or more interest in any other
publicly-held NHL team, may own, directly or indirectly, a five percent or more
interest in the Company, without the prior approval of the NHL. The NHL
Constitution and Bylaws also contain provisions which would prohibit an owner of
a five percent or more interest in the Company from engaging in certain
activities, such as wagering on any game in which an NHL team participates. NHL
players and referees and employees of the NHL and its member clubs (other than
the Company) are not eligible to purchase or hold shares of Common Stock. The
NHL could in the future adopt different or additional restrictions which could
adversely affect the stockholders of the Company.
Furthermore, the grant of a security interest in any of the assets of the
Panthers, or any direct or indirect ownership interest in the Company, of five
percent or more, shall require the prior approval of the NHL, which may be
withheld in the NHL's sole discretion. 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 execute an agreement limiting the
rights of the lenders, the club and the owner of the club under certain
circumstances,
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<PAGE> 16
including upon an event of default or foreclosure. These limitations may
adversely affect the rights of the Panthers and the Company under certain
circumstances.
The Certificate of Incorporation of the Company provides that if any person
acquires beneficial ownership of five percent or more of the outstanding shares
of Class A Common Stock, the Company may redeem all of such shares at the lower
of their fair market value or cost. This restriction is set forth in a legend on
each certificate issued evidencing outstanding shares of Class A Common Stock.
The transfer agent and registrar for the Class A Common Stock is
BankBoston, N.A.
PREFERRED STOCK
The Board of Directors has the authority, without further action by the
stockholders, to issue from time to time, in one or more series, up to 5,000,000
shares of the Preferred Stock. The Board of Directors is authorized to provide
for the issuance of one or more series of the Preferred Stock, to establish from
time to time the number of shares to be included in each such series and to fix
the designation, powers, preferences, and rights of the shares of each such
series and the qualifications, limitations and restrictions thereof. Because the
Board of Directors has the power to establish the preferences and rights of the
shares of any such series of Preferred Stock, it may afford holders of any
Preferred Stock preferences, powers and rights (including voting rights), senior
to the rights of holders of the Common Stock, which could adversely affect the
rights of holders of the Common Stock and could have the effect of delaying,
deferring, or preventing a change in control of the Company. No shares of the
Preferred Stock are presently outstanding and the Company has no present plan to
issue any shares of the Preferred Stock.
15
<PAGE> 17
PLAN OF DISTRIBUTION
The Selling Stockholders or pledgees may sell or distribute some or all of
the Shares from time to time through underwriters or dealers or brokers or other
agents or directly to one or more purchasers, including pledgees, in
transactions (which may involve crosses and block transactions) on the NYSE,
privately negotiated transactions (including sales pursuant to pledges) or in
the over-the-counter market, or in a combination of such transactions or by any
other legally available means. Such transactions may be effected by the Selling
Stockholders at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, at negotiated prices, or at fixed prices,
which may be changed. Brokers, dealers, agents or underwriters participating in
such transactions as agent may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders (and, if they act as
agent for the purchaser of such shares, from such purchaser). Such discounts,
concessions or commissions as to a particular broker, dealer, agent or
underwriter might be in excess of those customary in the type of transaction
involved. This Prospectus also may be used, with the Company's consent, by
donees of the Selling Stockholders, or by other persons acquiring the Shares and
who wish to offer and sell such Shares under circumstances requiring or making
desirable its use. To the extent required, the Company will file, during any
period in which offers or sales are being made, one or more supplements to this
Prospectus to set forth the names of donees of Selling Stockholders and any
other material information with respect to the plan of distribution not
previously disclosed.
The Selling Stockholders and any such underwriters, brokers, dealers or
agents that participate in such distribution may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities Act.
Neither the Company nor the Selling Stockholders can presently estimate the
amount of such compensation. The Company knows of no existing arrangements
between the Selling Stockholders and any underwriter, broker, dealer or other
agent relating to the sale or distribution of the Shares.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of any of the Shares may not simultaneously engage in
market activities with respect to the Common Stock for a period of up to five
business days prior to the commencement of such distribution. In addition and
without limiting the foregoing, the Selling Stockholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation Rule 10b-5 and Regulation M, which
provisions may limit the timing of purchases and sales of any of the Shares by
the Selling Stockholders. All of the foregoing may affect the marketability of
the Common Stock.
The Company will pay substantially all of the expenses incident to the
offering of the Shares by the Selling Stockholders to the public other than
commissions and discounts of underwriters, brokers, dealers or agents. The
Selling Stockholders may indemnify any broker, dealer, agent or underwriter that
participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act. The Company
has agreed to indemnify the Selling Stockholders and any such underwriters and
controlling persons of such underwriters against certain liabilities, including
certain liabilities under the Securities Act.
If Shares are sold in an underwritten offering, the Shares may be acquired
by the underwriters for their own account and may be further resold from time to
time in one or more transactions, including negotiated transactions, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices, or at fixed prices. The names of the
underwriters with respect to any such offering and the terms of the
transactions, including any underwriting discounts, concessions or commissions
and other items constituting compensation of the underwriters and
broker-dealers, if any, will be set forth in a supplement to this Prospectus
relating to such offering. Any public offering price and any discounts,
concessions or commissions allowed or reallowed or paid to broker-dealers may be
changed from time to time. Unless otherwise set forth in a supplement to this
Prospectus, the obligations of the underwriters to purchase the Shares will be
subject to certain conditions precedent and the underwriters will be obligated
to purchase all of the shares specified in such supplement if any such Shares
are purchased.
16
<PAGE> 18
In order to comply with certain states' securities laws, if applicable, the
Shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states the Common Stock may not be
sold unless the Common Stock has been registered or qualified for sale in such
state or an exemption from registration or qualification is available and is
complied with.
LEGAL MATTERS
The validity of shares of the Class A Common Stock offered hereby will be
passed upon for the Company by Akerman, Senterfitt & Eidson, P.A., Miami,
Florida. Certain attorneys at Akerman, Senterfitt & Eidson, P.A. own shares of
Class A Common Stock.
EXPERTS
The audited financial statements of Florida Panthers Holdings, Inc. as of
June 30, 1997, and 1996 and for each of the three years in the period ended June
30, 1997; the audited financial statements of 2301 Ltd. as of December 31, 1996
and the year then ended; the audited financial statements of Rahn Bahia Mar,
Ltd. as of December 31, 1996 and 1995, and for the years ended December 31, 1996
and 1995 and the period from inception (June 28, 1994) to December 31, 1994; the
audited financial statements of Coral Springs Ice, Ltd. as of December 31, 1996
and for the period from inception (February 26, 1996) to December 31, 1996; and
the audited financial statements of LeHill Partners L.P. and consolidated
entities as of December 31, 1996 and for the year then ended, all of which have
been incorporated by reference into this Prospectus and the Registration
Statement have been audited by Arthur Andersen LLP, independent certified public
accountants, as indicated in their reports with respect thereto, and in reliance
upon the authority of said firm as experts in giving said reports.
The audited financial statements of 2301 SE 17th St. Ltd. as of December
31, 1995, and for each of the years in the two year period ended December 31,
1995, have been incorporated by reference into this Prospectus and the
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants and upon the authority of said firm as
experts in accounting and auditing.
The financial statements of Boca Raton Hotel and Club Limited Partnership
as of December 31, 1996 and for the year then ended incorporated by reference
into this Prospectus and the Registration Statement have been so incorporated in
reliance on the report of Price Waterhouse LLP, independent certified public
accountants, given on the authority of said firm as experts in auditing and
accounting.
The financial statements of Boca Raton Hotel and Club Limited Partnership,
appearing in the Florida Panthers Holdings, Inc.'s Post Effective Amendment No.
5 to Registration Statement on Form S-1 filed November 17, 1997, at December 31,
1995 and for each of the two years in the period ended December 31, 1995, have
been audited by Ernst & Young LLP, independent certified public accountants, as
set forth in their report thereon included therein and incorporated herein by
reference, and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
The financial statements of Biltmore Hotel Partners, appearing in the
Florida Panthers Holdings, Inc.'s Form 8-K filed March 2, 1998, at December 31,
1997 and 1996 and each of the three years in the period ended December 31, 1997
and the Historical Summaries of Revenues and Direct Operating Expenses of The
Rental Pool Operations of the Biltmore Villas for the years ended December 31,
1997 and 1996, have been audited by Ernst & Young LLP, independent certified
public accountants, as set forth in their report thereon included therein and
incorporated herein by reference, and are included in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
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<PAGE> 19
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference and made a part of this Prospectus: (i) the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1997, which was filed with the
Commission on September 29, 1997, as amended on Form 10-K/A filed October 14,
1997; (ii) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange
Act") since June 30, 1997, specifically including the Company's Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 1997, which was filed
with the Commission on November 14, 1997, the Company's Quarterly Report on Form
10-Q for the quarterly period ended December 31, 1997, which was filed with the
Commission on February 13, 1998, the Company's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1998, which was filed with the Commission
on May 14, 1998, the Company's Current Reports on Form 8-K dated June 26, 1997,
August 13, 1997, November 17, 1997, November 26, 1997, December 19, 1997, March
2, 1998, March 10, 1998, and April 22, 1998, which were filed with the
Commission on July 1, 1997, August 27, 1997, November 17, 1997, December 16,
1997, December 19, 1997, March 5, 1998, March 11, 1998 and April 23, 1998,
respectively, and the Company's Amended Current Reports on Form 8-K/A dated
August 13, 1997 and March 2, 1998 which were filed with the Commission on
October 27, 1997, and May 15, 1998, respectively; (iii) the description of the
Class A Common Stock contained in the Company's Registration Statement on Form
8-A, dated and filed with the Commission on July 9, 1997; and (iv) the Company's
Post-Effective Amendment No. 5 to Registration Statement on Form S-1 filed
November 17, 1997 (Registration No. 333-23135).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Shares hereunder shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document or
information incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
that also is, or is deemed to be, incorporated herein by reference, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The making of a modifying or superseding statement shall not be deemed an
admission that the modified or superseded statement, when made, constituted a
misrepresentation, an untrue statement of a material fact or an omission to
state a material fact that is required to be stated or that is necessary to make
a statement not misleading in light of the circumstances in which it was made.
THE COMPANY UNDERTAKES TO PROVIDE, WITHOUT CHARGE, TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED,
UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE
DOCUMENTS OR INFORMATION REFERRED TO ABOVE THAT HAS BEEN OR MAY BE INCORPORATED
BY REFERENCE IN THIS PROSPECTUS (EXCLUDING EXHIBITS TO SUCH DOCUMENTS UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE). REQUESTS SHOULD BE
DIRECTED TO RICHARD L. HANDLEY, SECRETARY, FLORIDA PANTHERS HOLDINGS, INC., 450
EAST LAS OLAS BOULEVARD, FORT LAUDERDALE, FLORIDA 33301, TELEPHONE: (954)
712-1300.
18
<PAGE> 20
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the issuance of the securities
being registered, all of which will be paid by the Registrant pursuant to
contractual obligations, are as follows:
<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 55,002
Printing Expenses........................................... 20,000
Accounting Fees and Expenses................................ 15,000
Legal Fees and Expenses..................................... 15,000
Miscellaneous............................................... 4,998
--------
Total............................................. $110,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware General Corporation Law. Section 145(a) of the Delaware General
Corporation Law (the "GCL") provides that a Delaware corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no cause to believe his or her conduct was unlawful.
Section 145(b) of the GCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if he or she acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.
Section 145 of GCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsection (a) and (b) or in the defense of any
claim, issue or matter therein, such officer or director shall be indemnified
against expenses actually and reasonably incurred by him or her in connection
therewith; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
such officer or director and incurred by him or her in any such capacity or
arising out of is or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liabilities under Section
145.
Certificate of Incorporation and Bylaws. The Company's Certificate of
Incorporation provides that a director shall not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is not
permitted under the GCL as the same exists or may be amended. However, such
provision does not eliminate or limit the liability of a director for acts or
omissions not in good faith or for breaching his or her duty of loyalty,
II-1
<PAGE> 21
engaging in intentional misconduct or knowingly violating a law, paying a
dividend or approving a stock repurchase which was illegal, or obtaining an
improper personal benefit. A provision of this type has no effect on the
availability of equitable remedies, such as injunction or rescission, for breach
of fiduciary duty.
The Company's Bylaws provides that the Company shall indemnify and hold
harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any director or officer who was or is made
or is threatened to be made a party or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he, or a person for whom he is the legal representative,
is or was a director or officer of the Company or, while a director or officer
of the Company, is or was serving at the written request of the Company as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust, enterprise or nonprofit entity, including service with
respect to employee benefit plans, against all liability and loss suffered and
expenses (including attorneys' fees) reasonably incurred by such director or
officer.
ITEM 16. EXHIBITS
The following exhibits are filed as part of this Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
2.1 -- Exchange Agreement dated October 25, 1996 by and between
Florida Panthers Holdings, Inc. and H. Wayne Huizenga
(incorporated by reference to exhibit to the Company's
Registration Statement on Form S-1 -- SEC File No.
333-12191).
2.2 -- Purchase Agreement dated October 25, 1996 by and between
Decoma Investment, Inc. II and Decoma Investment, Inc. III
(incorporated by reference to exhibit to the Company's
Registration Statement on Form S-1 -- SEC File No.
333-12191).
2.3 -- Partnership Exchange Agreement dated October 25, 1996 by and
between Florida Panthers Hockey Club, Ltd. and H. Wayne
Huizenga (incorporated by reference to exhibit to the
Company's Registration Statement on Form S-1 -- SEC File No.
333-12191).
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 (incorporated by reference to exhibit to the
Company's Current Report on Form 8-K filed on February 18,
1997).
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 (incorporated by
reference to exhibit to the Company's Current Report on Form
8-K filed on February 18, 1997).
2.6 -- Asset Purchase Agreement, dated as of January 18, 1997, by
and among Florida Panthers Ice Ventures, Inc. and Brian
Brisbin (incorporated by reference to exhibit to the
Company's Current Report on Form 8-K filed on February 18,
1997).
2.7 -- Exchange Agreement (Hyatt Regency Pier 66), dated as of
December 22, 1996 (incorporated by reference to exhibit to
the Company's Definitive Consent Solicitation Statement
filed on March 4, 1997 -- SEC File No. 0-21435).
2.8 -- Exchange Agreement (Radisson Bahia Mar), dated as of
December 22, 1996 (incorporated by reference to exhibit to
the Company's Definitive Consent Solicitation Statement
filed on March 4, 1997 -- SEC File No. 0-21435).
2.9 -- Amended and Restated Contribution and Exchange Agreement,
dated as of March 20, 1997, by and among Florida Panthers
Holdings, Inc., Panthers BRHC Limited, Boca Raton Hotel and
Club Limited Partnership, BRMC, L.P. and BRMC Corporation
(incorporated by reference to Exhibit 2.9 to the Company's
Registration Statement on Form S-4 -- SEC File No.
333-28951).
2.10 -- Merger Agreement, dated July 8, 1997, by and among the
Company, FPH/RHI Merger Corp., Inc., ResortHill, Inc. and
Gary V. Chensoff (incorporated by reference to exhibit to
the Company's Registration Statement on Form S-1 -- SEC File
No. 333-30925).
2.11 -- Agreement and Plan of Merger dated as of November 17, 1997,
by and among Florida Panthers Holdings, Inc., a Florida
corporation, and Florida Panthers Holdings, Inc., a Delaware
corporation (incorporated by reference to Exhibit 2.11 to
the Company's Registration Statement on Form S-4 -- SEC File
No. 333-28951).
</TABLE>
II-2
<PAGE> 22
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
2.12 -- Contribution and Exchange Agreement, dated December 19,
1997, by and among Florida Panthers Holdings, Inc.,
Wright-Bilt Corp., Biltmore Hotel Partners, AZB Limited
Partnership, W&S Realty Investment Group LLC, Samuel
Grossman, Charles Carlise, W. Matthew Crow, AZ Biltmore
Hotel Limited Partnership, Southwest Associates, EL Camino
Associates, Grossman Investment Corp. and The Crow
Irrevocable Trust (incorporated by reference to Exhibit 10.1
to the Registrant's Current Report on Form 8-K dated March
2, 1998).
3.1 -- Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-4 -- SEC File No. 333-28951).
3.2 -- By-Laws of the Company (incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form
S-4 -- SEC File No. 333-28951).
4.1 -- Amended and Restated Loan Agreement, dated June 25, 1997,
among Panthers BRHC Limited, the Bank of Nova Scotia and the
other banks named therein (incorporated by reference to
exhibit to the Company's Registration Statement on Form
S-1 -- SEC File No. 333-30925).
5.1* -- Opinion of Akerman, Senterfitt & Eidson, P.A., Counsel to
the Company.
23.1* -- Consent of Arthur Andersen LLP.
23.2* -- Consent of KPMG Peat Marwick LLP.
23.3* -- Consent of Price Waterhouse LLP.
23.4* -- Consent of Ernst & Young LLP.
23.5 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in
Exhibit 5.1).
24.1 -- Powers of Attorney (included as part of signature page of
this Registration Statement).
</TABLE>
- ---------------
* Filed herewith.
ITEM 17. UNDERTAKINGS
(a) 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;
(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
Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-3
<PAGE> 23
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
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.
(c) 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.
II-4
<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Lauderdale, State of Florida, on the 19th
day of May, 1998.
Florida Panthers Holdings, Inc.
By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Senior Vice President and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints William M. Pierce and Richard L. Handley
his/her true and lawful attorneys-in-fact, each acting alone, with full powers
of substitution and resubstitution, for him/her and in his/her name, place and
stead, in any and all capacities to sign any or all amendments, including any
post-effective amendments, to this registration statement, and any subsequent
registration statement filed pursuant to Rule 462(b) under the Securities Act of
1933, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact or their substitutes,
each acting alone, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-3 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 May 19, 1998
- ----------------------------------------------------- (Principal Executive
H. Wayne Huizenga Officer)
/s/ RICHARD C. ROCHON Vice Chairman May 19, 1998
- -----------------------------------------------------
Richard C. Rochon
/s/ WILLIAM M. PIERCE Senior Vice President and May 19, 1998
- ----------------------------------------------------- Chief Financial Officer
William M. Pierce (Principal Financial
Officer)
/s/ STEVEN M. DAURIA Vice President and May 19, 1998
- ----------------------------------------------------- Corporate Controller
Steven M. Dauria (Principal Accounting
Officer)
/s/ STEVEN R. BERRARD Director May 19, 1998
- -----------------------------------------------------
Steven R. Berrard
/s/ DENNIS J. CALLAGHAN Director May 19, 1998
- -----------------------------------------------------
Dennis J. Callaghan
/s/ MICHAEL S. EGAN Director May 19, 1998
- -----------------------------------------------------
Michael S. Egan
/s/ CHRIS EVERT Director May 19, 1998
- -----------------------------------------------------
Chris Evert
</TABLE>
II-5
<PAGE> 25
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ HARRIS W. HUDSON Director May 19, 1998
- -----------------------------------------------------
Harris W. Hudson
/s/ GEORGE D. JOHNSON, JR. Director May 19, 1998
- -----------------------------------------------------
George D. Johnson, Jr.
/s/ HENRY LATIMER Director May 19, 1998
- -----------------------------------------------------
Henry Latimer
</TABLE>
II-6
<PAGE> 26
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION OF EXHIBIT
- -------- ----------------------
<C> <C> <S>
2.1 -- Exchange Agreement dated October 25, 1996 by and between
Florida Panthers Holdings, Inc. and H. Wayne Huizenga
(incorporated by reference to exhibit to the Company's
Registration Statement on Form S-1 -- SEC File No.
333-12191).
2.2 -- Purchase Agreement dated October 25, 1996 by and between
Decoma Investment, Inc. II and Decoma Investment, Inc. III
(incorporated by reference to exhibit to the Company's
Registration Statement on Form S-1 -- SEC File No.
333-12191).
2.3 -- Partnership Exchange Agreement dated October 25, 1996 by and
between Florida Panthers Hockey Club, Ltd. and H. Wayne
Huizenga (incorporated by reference to exhibit to the
Company's Registration Statement on Form S-1 -- SEC File No.
333-12191).
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 (incorporated by reference to exhibit to the
Company's Current Report on Form 8-K filed on February 18,
1997).
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. (incorporated by
reference to exhibit to the Company's Current Report on Form
8-K filed on February 18, 1997)
2.6 -- Asset Purchase Agreement, dated as of January 18, 1997, by
and among Florida Panthers Ice Ventures, Inc. and Brian
Brisbin (incorporated by reference to exhibit to the
Company's Current Report on Form 8-K filed on February 18,
1997).
2.7 -- Exchange Agreement (Hyatt Regency Pier 66), dated as of
December 22, 1996 (incorporated by reference to exhibit to
the Company's Definitive Consent Solicitation Statement
filed on March 4, 1997 -- SEC File No. 0-21435).
2.8 -- Exchange Agreement (Radisson Bahia Mar), dated as of
December 22, 1996 (incorporated by reference to exhibit to
the Company's Definitive Consent Solicitation Statement
filed on March 4, 1997 -- SEC File No. 0-21435).
2.9 -- Amended and Restated Contribution and Exchange Agreement,
dated as of March 20, 1997, by and among Florida Panthers
Holdings, Inc., Panthers BRHC Limited, Boca Raton Hotel and
Club Limited Partnership, BRMC, L.P. and BRMC Corporation
(incorporated by reference to Exhibit 2.9 to the Company's
Registration Statement on Form S-4 -- SEC File No. 333-
28951).
2.10 -- Merger Agreement, dated July 8, 1997, by and among the
Company, FPH/RHI Merger Corp., Inc., ResortHill, Inc. and
Gary V. Chensoff (incorporated by reference to exhibit to
the Company's Registration Statement on Form S-1 -- SEC File
No. 333-30925).
2.11 -- Agreement and Plan of Merger dated as of November 17, 1997,
by and among Florida Panthers Holdings, Inc., a Florida
corporation, and Florida Panthers Holdings, Inc., a Delaware
corporation (incorporated by reference to Exhibit 2.11 to
the Company's Registration Statement on Form S-4 -- SEC File
No. 333-28951).
2.12 -- Contribution and Exchange Agreement, dated December 19,
1997, by and among Florida Panthers Holdings, Inc.,
Wright-Bilt Corp., Biltmore Hotel Partners, AZB Limited
Partnership, W&S Realty Investment Group LLC, Samuel
Grossman, Charles Carlise, W. Matthew Crow, AZ Biltmore
Hotel Limited Partnership, Southwest Associates, EL Camino
Associates, Grossman Investment Corp. and The Crow
Irrevocable Trust (incorporated by reference to Exhibit 10.1
to the Registrant's Current Report on Form 8-K dated March
2, 1998).
3.1 -- Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-4 -- SEC File No. 333-28951).
3.2 -- By-Laws of the Company (incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form
S-4 -- SEC File No. 333-28951).
</TABLE>
<PAGE> 27
<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION OF EXHIBIT
- -------- ----------------------
<C> <C> <S>
4.1 -- Amended and Restated Loan Agreement, dated June 25, 1997,
among Panthers BRHC Limited, the Bank of Nova Scotia and the
other banks named therein (incorporated by reference to
exhibit to the Company's Registration Statement on Form
S-1 -- SEC File No. 333-30925).
5.1* -- Opinion of Akerman, Senterfitt & Eidson, P.A., Counsel to
the Company.
23.1* -- Consent of Arthur Andersen LLP.
23.2* -- Consent of KPMG Peat Marwick LLP.
23.3* -- Consent of Price Waterhouse LLP.
23.4* -- Consent of Ernst & Young LLP.
23.5 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in
Exhibit 5.1).
24.1 -- Powers of Attorney (included as part of signature page of
this Registration Statement).
</TABLE>
- ---------------
* Filed herewith.
<PAGE> 1
EXHIBIT 5.1
OPINION OF AKERMAN, SENTERFITT & EIDSON, P.A.
May 19, 1998
Florida Panthers Holdings, Inc.
450 East Las Olas Boulevard
Fort Lauderdale, Florida 33301
RE: FLORIDA PANTHERS HOLDINGS, INC. (THE "COMPANY")
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
You have requested our opinion with respect to the issuance of up to
9,515,589 shares (the "Shares") of the Company's Class A common stock, $.01 par
value per share (the "Class A Common Stock"), as set forth in the Company's
Registration Statement on Form S-3 (the "Registration Statement"), which is
being filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act").
As counsel to the Company, we have examined the original or certified
copies of such records of the Company and such agreements, certificates of
public officials, certificates of officers or representatives of the Company and
others, and such other documents as we deem relevant and necessary for the
opinion expressed in this letter. In such examination, we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us as conformed or photostatic
copies. As to various questions of fact material to such opinion, we have relied
upon statements or certificates of officials and representatives of the Company
and others.
Based upon and subject to the foregoing, we are of the opinion that the
Shares are, or when issued will be, validly issued, fully paid and
nonassessable.
We advise you that the foregoing opinion is limited to the securities
laws of the United States of America and the corporate laws of the State of
Delaware and that we express no opinion herein concerning the applicability or
effect of any laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are included within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations promulgated
thereunder.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
August 15, 1997 included in Florida Panthers Holdings, Inc. and subsidiaries
Form 10-K for the year ended June 30, 1997. We also consent to the incorporation
by reference in this registration statement of our report dated September 11,
1997 on the financial statements of Lehill Partners, L.P. and consolidated
entities included in Florida Panthers Holdings, Inc. Form 8-K/A dated August 13,
1997; and our report dated August 15, 1997 on the financial statements of
Florida Panthers Holdings, Inc. and subsidiaries, our report dated January 10,
1997 on the financial statements of 2301 SE 17(th) St., Ltd., our report dated
January 10, 1997 on the financial statements of Rahn Bahia Mar, Ltd., our report
dated February 7, 1997 on the financial statements of Coral Springs Ice, Ltd.,
our report dated September 11, 1997 on the financial statements of Lehill
Partners and consolidated entities all of which are included in the Company's
Post-Effective Amendment No. 5 to Registration Statement on Form S-1 filed
November 17, 1997. We also consent to all references to our firm included in or
made a part of this registration statement.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
May 18, 1998.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use of our report dated April 19, 1996, with respect to
the financial statements of 2301 SE 17th St., Ltd., incorporated by reference
into this Prospectus of Florida Panthers Holdings, Inc. filed on Form S-3 and to
the reference to our firm under the heading "Experts."
KPMG PEAT MARWICK LLP
Fort Lauderdale, Florida,
May 15, 1998
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
January 29, 1997, except as to the subsequent event described in Note 12 which
is as of March 20, 1997, relating to the financial statements for the year ended
December 31, 1996 of the Boca Raton Hotel and Club Limited Partnership, which is
also incorporated by reference in this Prospectus. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
Price Waterhouse LLP
Fort Lauderdale, Florida
May 15, 1998
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of Florida Panthers
Holdings, Inc. for the registration of 9,515,589 shares of its Class A Common
Stock and to the incorporation by reference therein of our report dated January
26, 1996, with respect to the financial statements of Boca Raton Hotel and Club
Limited Partnership included in the Florida Panthers Holdings, Inc. Post
Effective Amendment No. 5 to the Registration Statement (Form S-1 No. 333-23135)
filed with the Securities and Exchange Commission.
Ernst & Young LLP
West Palm Beach, Florida
May 15, 1998
