<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 18, 1999
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)
<TABLE>
<S> <C> <C>
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)
</TABLE>
RICHARD L. HANDLEY, ESQ.
SENIOR VICE PRESIDENT, SECRETARY 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)
------------------------
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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<S> <C> <C> <C> <C>
Class A Common Stock, par value $.01 per
share.................................. 4,022,561 $10.46875 $42,111,186 $11,707
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</TABLE>
(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 $10.46875 on February 17, 1999.
---------------------
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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<PAGE> 2
PROSPECTUS
(FLORIDA PANTHERS LOGO)
4,022,561 SHARES
FLORIDA PANTHERS HOLDINGS, INC.
CLASS A COMMON STOCK
------------------------
The Selling Stockholders identified in this Prospectus may offer from time
to time up to 4,022,561 shares of Class A Common Stock of Florida Panthers
Holdings, Inc. We will not receive any proceeds from the sale of shares of Class
A Common Stock by the Selling Stockholders. The Selling Stockholders have
acquired the shares of Class A Common Stock offered by this Prospectus in
private placement transactions. Registering these shares of common stock will
allow the Selling Stockholders to publicly sell or otherwise distribute their
shares of Class A Common Stock.
The Selling Stockholders may offer these shares of Class A Common Stock in
one or more transactions on the New York Stock Exchange at prices then
prevailing, in negotiated transactions or otherwise. The Selling Stockholders
and brokers through whom the sale of the shares of 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. In addition, any profits realized by the
Selling Stockholders or such brokers on the sale of shares of Class A Common
Stock may be deemed to be underwriting commissions under the Securities Act. The
price at which any of the shares of Class A Common Stock may be sold and the
commissions paid in connection with any sale may vary from transaction to
transaction. We will pay certain expenses of this offering.
The Class A Common Stock currently trades on the New York Stock Exchange
under the symbol "PAW." On February 16, 1999, the closing price of the Class A
Common Stock was $10.50 per share.
------------------------------
YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 5 OF THIS
PROSPECTUS.
------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------------
The date of this Prospectus is , 1999.
<PAGE> 3
TABLE OF CONTENTS
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PAGE
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<S> <C>
Where You Can Find More Information......................... 3
The Company................................................. 4
Risk Factors................................................ 5
Use of Proceeds............................................. 9
Selling Stockholders........................................ 10
Plan of Distribution........................................ 11
Legal Matters............................................... 12
Experts..................................................... 12
</TABLE>
2
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's web site at http://www.sec.gov. The SEC allows us to "incorporate
by reference" the information we file with them, which means that we can
disclose important information to you by referring you to our filed SEC
documents. The information incorporated by reference is part of this Prospectus.
Information we file with the SEC after we file this document will update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Section 13(a), 13(c), 14,
or 15(d) of the Securities Exchange Act of 1934 until our offering is completed.
(a) Our Annual Report on Form 10-K for the year ended June 30, 1998;
(b) Our Quarterly Report on Form 10-Q for the quarter ended September 30,
1998;
(c) Our Quarterly Report on Form 10-Q for the quarter ended December 31,
1998;
(d) Our Current Report on Form 8-K filed February 16, 1999
(e) Our Post-Effective Amendment No. 5 to Registration Statement on Form
S-1, No 333-23135;
(f) Our Amended Current Report on Form 8-K/A filed on October 27, 1997; and
(g) Our Amended Current Report on Form 8-K/A filed on May 15, 1998.
You may request a copy of these filings, at no cost, by writing or
telephoning Richard L. Handley, Senior Vice President, Secretary and General
Counsel at:
Florida Panthers Holdings, Inc.
450 East Las Olas Boulevard
Fort Lauderdale, Florida 33301
(954) 712-1300
You should rely only on the information incorporated by reference or
provided in this Prospectus and any prospectus supplement. We have authorized no
one to provide you with different information. The Selling Stockholders are not
authorized to make an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this Prospectus or
any prospectus supplement is accurate as of any date other than the date on the
front of this Prospectus or the applicable prospectus supplement.
3
<PAGE> 5
THE COMPANY
Florida Panthers Holdings, Inc. is a holding company with subsidiaries
currently operating in two business segments: (1) leisure and recreation and (2)
entertainment and sports. Our current focus is on expanding the leisure and
recreation business primarily through capital projects at existing facilities
and increasing our marketing efforts directed to the core upscale clientele of
the leisure and recreation business. Although our current focus is on expanding
the leisure and recreation business, we continuously evaluate ownership,
acquisition and divestiture alternatives relating to our two business segments
with the intention of maximizing stockholder value.
We were formed in July 1996 for the purpose of acquiring the operations of
the Florida Panthers Hockey Club, a professional hockey team which has been a
member of the National Hockey League since 1993. After our initial public
offering in November 1996, we expanded into the leisure and recreation business
through the acquisition, ownership and operation of high-end destination luxury
resorts, and diversified the entertainment and sports business to include ice
skating rink operations.
Our leisure and recreation business consists of our ownership of:
o the Boca Raton Resort and Club;
o the Arizona Biltmore Hotel;
o the Registry Hotel at Pelican Bay;
o the Edgewater Beach Hotel;
o the Hyatt Regency Pier 66 Resort and Marina;
o the Radisson Bahia Mar Resort & Yachting Center; and
o the Grande Oaks Golf Club (formerly known as the Rolling Hills Golf
Club.)
Our entertainment and sports business consists of:
o the Florida Panthers Hockey Club;
o arena management operations, including at the National Car Rental
Center, a new multi-purpose state-of-the-art entertainment and sports
center, located in western Broward County, Florida, where the Florida
Panthers Hockey Club has begun playing its home games; and
o ice skating rink operations.
We were incorporated in Florida on July 3, 1996 and subsequently
reincorporated in Delaware on November 17, 1997. In connection with our initial
public offering, our Class A Common Stock began trading on The Nasdaq National
Market on November 13, 1996 under the symbol "PUCK." On July 11, 1997, our Class
A Common Stock began trading on the New York Stock Exchange under the symbol
"PAW."
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<PAGE> 6
RISK FACTORS
Before you invest in shares of Class A Common Stock, you should be aware
that there are various risks, including those described below. We urge you to
carefully consider these risk factors together with all of the other information
included in this Prospectus and the information incorporated in this Prospectus
by reference before you decide to invest in shares of Class A Common Stock.
Some of the information in this Prospectus may contain forward-looking
statements. Such statements can be identified by the use of forward-looking
terminology such as "may," "will," "expect," "anticipate," "estimate,"
"continue" or other similar words. These statements discuss future expectations,
contain projections of results of operations or of financial condition or state
other "forward-looking" information. When considering such forward-looking
statements, you should keep in mind the risk factors and other cautionary
statements in this Prospectus. The risk factors noted in this section and other
factors noted throughout this Prospectus, including certain known and unknown
risks and uncertainties, could cause our actual results to differ materially
from those contained in any forward-looking statement.
Need for Additional Capital. In order to finance our business operations,
meet our debt obligations and continue our expansion strategy, we may need to
obtain substantial amounts of additional capital on a regular basis. We believe
we can obtain additional capital by selling debt or equity securities and/or by
borrowing money. If we cannot obtain additional capital when it is needed, then
our financial condition and results of operations could be adversely affected.
Challenges of Integrating the Operations of the Resorts. In order to take
advantage of the full economic benefits of our resort acquisitions, we need to
integrate the administrative, financial and marketing organizations of each of
our resorts. We also need to implement appropriate operational, financial and
management systems. We cannot assure you that we will be able to successfully
integrate the operations of the resorts or implement the appropriate systems.
Capital Expenditures Relating to the Resorts. Our growth strategy may
include expanding the infrastructure at the resorts or expanding within the
respective geographic markets of the resorts. The resorts may also need
renovations or other capital improvements. Unexpected excessive costs of any
expansion or needed renovation or capital improvements could have a material
adverse effect on our financial condition or results of operations. Also, any
capital expenditures we make on expansion, renovation or improvement of the
resorts may not generate the financial returns we expect.
Risks Relating to Expansion. We may make additional acquisitions of
resort-related, sports-related or other types of businesses and pay for the
acquisitions with cash and/or stock. Risks relating to any such expansion
include dilution of current stockholders, incurrence or assumption of additional
debt, environmental and other regulatory costs and other unanticipated problems.
Operating Risks Relating to the Resorts. We may encounter risks common to
the operations of resorts, including over-building which may lower room rates,
dependence on tourism and weather conditions, increases in travel costs and poor
economic conditions. Any of these risks could have a material adverse effect on
our financial condition or results of operations.
Seasonality of the Resort Business. Our resort operations are generally
seasonal. Our resorts historically experience greater revenue, costs and profits
in the first and fourth quarters of the calendar year due to increased occupancy
and room rates during the winter months. Approximately seventy percent of our
annual revenue has historically been generated 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 our resorts has a number of
competitors. An increase in the number of competitors in each of the resort's
respective markets could result in a decrease in occupancy and room rates of the
affected resorts. If we fail to adequately address each of the competitive
pressures in the resort and hotel industry then our financial condition and
results of operations could be adversely affected.
5
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History of Losses of the Florida Panthers Hockey Club and Uncertainty of
Future Results. Prior to the year ended June 30, 1998 we did not generate any
earnings. However, for the year ended June 30, 1998, we had net income of $1.3
million. This increase in earnings is due in part to the move into the high-end
luxury resort business, which is generally more profitable than professional
sports franchises. Earnings for our entertainment and sports business may also
increase due in part to the fact that the Florida Panthers Hockey Club will be
sharing in the net profits of the newly-constructed National Car Rental Center
beginning in the year ending June 30, 1999. Despite our recent increase in
earnings, we cannot assure you that we can sustain earnings in the future.
Control by H. Wayne Huizenga; Voting Rights. We have two classes of common
stock, Class A Common Stock and Class B Common Stock. On each matter submitted
for stockholder 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. We have
issued all of the shares of Class B Common Stock to Mr. Huizenga, assuring that
Mr. Huizenga will have voting control of our company, in order to satisfy
certain National Hockey League control requirements. Mr. Huizenga may not sell
his controlling interest in our company unless the National Hockey League
approves the sale. As the sole owner of Class B Common Stock, Mr. Huizenga will
be able to control our management and policies as well as the outcome of
substantially all matters submitted to the stockholders for approval, including
the election of directors.
Nothing in our charter or bylaws restricts the transfer of Class B Common
Stock. As a result, Mr. Huizenga may sell his controlling interests, subject to
the National Hockey League approval, without the approval of the holders of
Class A Common Stock. However, if Mr. Huizenga were to sell his controlling
interests, then certain change in control provisions relating to our credit
facilities may apply. Also, Mr. Huizenga may receive a substantial premium price
for selling his controlling interest in the Company.
Dependence on Key Personnel. For the foreseeable future, we will be
materially dependent on the services of Mr. Huizenga. The loss of Mr. Huizenga's
services could have a material adverse effect on our business. We do not carry
key man life insurance on Mr. Huizenga or any of our officers or directors.
Shares of Class A Common Stock Eligible for Future Sale. As of February
18, 1999, we have registered a total of 39,125,080 shares under the Securities
Act, including: (1) 18,609,491 shares of Class A Common Stock for resale by
certain selling stockholders, (2) 918,174 shares of Class A Common Stock which
we issued and 8,597,415 shares of Class A Common Stock which we reserved for
issuance to holders of outstanding rights and warrants to acquire shares of
Class A Common Stock in connection with certain completed acquisitions, (3)
5,000,000 shares of Class A Common Stock which we reserved for issuance under
our Amended and Restated 1996 Stock Option Plan and (4) 6,000,000 shares of
Class A Common Stock which we may issue in connection with future acquisitions.
We cannot predict the effect, if any, that market sales of any of these shares
of Class A Common Stock, or the availability of these shares, will have on the
market price for shares of Class A Common Stock. 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, could impair our ability to raise
capital through an offering of equity securities, or could impair our ability to
consummate acquisitions using shares of Class A Common Stock.
Absence of Dividends. We have not paid and do not intend to pay any cash
or stock dividends with respect to the Class A Common Stock or Class B Common
Stock in the foreseeable future. Certain provisions of the National Hockey
League Constitution and Bylaws and our credit facilities limit our ability to
declare or pay dividends on the Class A Common Stock and Class B Common Stock.
Americans with Disabilities Act. The resorts and our other properties are
subject to the requirements of the ADA, which generally requires that public
accommodations be made accessible to disabled persons. We believe that the
resorts and our other properties are in substantial compliance with the ADA and
that we will not be required to make substantial capital expenditures to address
the requirements of the ADA. However, if we were required to make substantial
alterations in one or more of the resorts or our other properties in order to
comply with the ADA, our financial condition and results of operations could be
adversely affected.
6
<PAGE> 8
Environmental Matters. Under various federal, state and local
environmental laws, ordinances and regulations, a current or previous owner or
operator of real property may be liable for the costs of removal or remediation
of hazardous or toxic substances, as well as contamination resulting from these
hazardous or toxic substances, on, under or in the property. Environmental laws
and regulations often impose liability whether or not the owner or operator knew
of, or was responsible for, the presence of the hazardous or toxic substances.
Liability also 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 which businesses
may be operated on a subject property, and these restrictions may require
certain expenditures. In connection with the ownership of our properties, we may
be liable for such costs.
In connection with our acquisition of the resorts and our other property,
we have obtained Phase I, and in some instances Phase II, environmental site
assessments in order to assess potential environmental liabilities at these
properties. Although these assessments have identified certain matters that will
require us to incur costs to remedy, none of these matters appears likely to
have a material adverse effect on our business, assets, results of operations or
liquidity. However, because these assessments cannot give full and complete
knowledge of environmental liability and compliance matters, we cannot give you
assurance that the costs of complying with environmental laws and of defending
against claims of liability arising from alleged violations of environmental
laws will not have a material adverse effect on our financial condition and
results of operations.
Losses in Excess of the Resorts' Insurance Coverage. We maintain
comprehensive insurance on the resorts, including liability, fire and extended
coverage, in the types and amounts customary to the resort and hotel industry.
We will use our discretion in determining amounts, coverage limits and
deductibility provisions of insurance, with a view to obtaining appropriate
insurance on the resorts at a reasonable cost and on suitable terms.
Nevertheless, it is possible that our insurance coverage may not be sufficient
to pay the full current market value or current replacement value of a lost
investment, and the insurance proceeds we receive may not be adequate to restore
our economic position with respect to the resorts. Furthermore, certain losses
may be uninsurable or not economically insurable.
National Hockey League Membership -- Potential Liabilities and Ownership
Restrictions. The Florida Panthers Hockey Club is generally jointly and
severally liable with the other members of the National Hockey League for the
debts and obligations of the National Hockey League. If another member of the
National Hockey League does not pay its pro rata share of any debt or
obligation, the Florida Panthers Hockey Club would be obligated to pay a pro
rata share of such debt or obligation, after all other individual team remedies
are exhausted including sale of a member team.
The National Hockey League Constitution and Bylaws require a person or a
group of persons holding a 5.0% or more interest in our company to obtain the
prior approval of the National Hockey League. The National Hockey League may
withhold its approval in its sole discretion.
Year 2000 Compliance. We have completed an assessment relative to the
modification or replacement of portions of our software so that our computer
systems will function properly with respect to dates in the year 2000 and
thereafter. We are also in the process of identifying and reviewing our
non-information technology systems with respect to Year 2000 issues. In
addition, we have initiated communication with third parties to determine the
extent to which our interface systems are vulnerable to those third parties'
failure to remediate their own Year 2000 issues. As of December 31, 1998, we had
spent approximately $100,000 on Year 2000 issues. The Year 2000 project is
scheduled to be completed by June 30, 1999 and the total cost is expected not to
exceed $500,000. We believe that modifications to existing software and
conversions to new software will not pose significant operational problems for
computer systems.
We also believe, that upon remediation of our business software
applications, as well as other equipment with embedded technology, the Year 2000
issue will not present a materially adverse risk to our future consolidated
results of operations, liquidity and capital resources. However, if such
remediation is not completed in a timely manner or the level of timely
compliance by key suppliers or vendors is not sufficient, the Year 2000 issue
could have a material adverse impact on our operations including, but not
limited to, delays in delivery of products from third party vendors, increased
operating costs, loss of customers or
7
<PAGE> 9
suppliers, or other significant disruptions to the business. We have initiated
comprehensive contingency and business continuation plans which are expected to
be in place in early 1999 in order to ensure enough time for implementation of
such plans, if necessary, and thus possibly avoid such risks.
Litigation. We are currently party to certain litigation, which if concluded
adversely to our interests could have a material adverse effect on our financial
condition or results of operations. See "Legal Proceedings" under Item 3 of our
Annual Report on Form 10-K, which is incorporated by reference herein.
8
<PAGE> 10
USE OF PROCEEDS
All of the net proceeds from the sale of the Class A Common Stock covered
by this Prospectus will go to the Selling Stockholders who offer and sell the
Shares. We will not receive any proceeds from the sale of the Class A Common
Stock offered by the Selling Stockholders pursuant to this Prospectus.
9
<PAGE> 11
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 our knowledge, none of the Selling
Stockholders has had within the past three years any material relationship with
us or any of our predecessors or affiliates.
<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>
Whittier Opportunity Fund........................ 50,000 50,000 0 --
Dockyard & Co.................................... 167,200 149,000 18,200 *
Whiting & Co..................................... 149,100 130,900 18,200 *
Bost & Co........................................ 38,300 20,100 18,200 *
Oscar Investment Fund, L.P....................... 100,000 100,000 0 --
Kobrick Fund, L.P................................ 57,300 57,300 0 --
Kobrick Offshore Fund, Ltd....................... 6,200 6,200 0 --
Kobrick Investment Fund, L.P..................... 36,500 36,500 0 --
WRAP TWO & Co.................................... 700,000 700,000 0 --
Zeke, L.P........................................ 100,000 100,000 0 --
Mercantile Equity Partners I, L.P................ 240,831 240,831 0 --
Cascade Investment, L.L.C........................ 1,514,200 1,500,000 14,200 *
Muico & Co....................................... 700,000 700,000 0 --
Kane & Co........................................ 1,906,730 231,730 1,675,000 4.3
</TABLE>
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* Less than 1%
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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 our 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, we 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 we nor the Selling Stockholders can presently estimate the amount of
such compensation. We know 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 Class A 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 Class A Common Stock.
We 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. We have 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.
11
<PAGE> 13
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 the issuance of the shares of Class A Common Stock offered
hereby and certain other matters will be passed upon for us 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, 1998 and 1997 and for each of the three years in the period ended June
30, 1998; 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 incorporated by
reference in this Prospectus and registration statement have been audited by
Arthur Andersen LLP, independent certified public accountants, as indicated in
their reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
The audited financial statements of 2301 SE 17th St. Ltd. as of December
31, 1995, and for each of the years in the two year period ended December 31,
1995 have been incorporated by reference herein in reliance upon the report of
KPMG LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
The financial statements of the Boca Raton Hotel and Club Limited
Partnership as of December 31, 1996 and for the year then ended incorporated by
reference into this Prospectus and registration statement have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent certified public accountants, given on the authority of said firm as
experts in auditing and accounting.
The financial statements of the 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/A dated 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 auditors,
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.
12
<PAGE> 14
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........................................ $ 11,707
Printing Expenses........................................... 5,000
Accounting Fees and Expenses................................ 25,000
Legal Fees and Expenses..................................... 25,000
Miscellaneous............................................... 3,293
--------
Total............................................. $ 70,000
========
</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 Registrant's Certificate of
Incorporation provides that a director shall not be liable to the Registrant 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> 15
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 Registrant's Bylaws provides that the Registrant 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>
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).
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 LLP.
23.3 -- Consent of PricewaterhouseCoopers 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>
- ---------------
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
II-2
<PAGE> 16
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.
(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-3
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of
Florida, on the 18th day of February, 1999.
Florida Panthers Holdings, Inc.
By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Senior Vice President, Treasurer 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 February 18, 1999
- ----------------------------------------------------- (Principal Executive
H. Wayne Huizenga Officer)
/s/ RICHARD C. ROCHON Vice Chairman February 18, 1999
- -----------------------------------------------------
Richard C. Rochon
/s/ WILLIAM M. PIERCE Senior Vice President, February 18, 1999
- ----------------------------------------------------- Treasurer and Chief
William M. Pierce Financial Officer
(Principal Financial
Officer)
/s/ STEVEN M. DAURIA Vice President and Corporate February 18, 1999
- ----------------------------------------------------- Controller (Principal
Steven M. Dauria Accounting Officer)
/s/ STEVEN R. BERRARD Director February 18, 1999
- -----------------------------------------------------
Steven R. Berrard
/s/ DENNIS J. CALLAGHAN Director February 18, 1999
- -----------------------------------------------------
Dennis J. Callaghan
/s/ MICHAEL S. EGAN Director February 18, 1999
- -----------------------------------------------------
Michael S. Egan
/s/ CHRIS EVERT Director February 18, 1999
- -----------------------------------------------------
Chris Evert
/s/ HARRIS W. HUDSON Director February 18, 1999
- -----------------------------------------------------
Harris W. Hudson
</TABLE>
II-4
<PAGE> 18
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ GEORGE D. JOHNSON, JR. Director February 18, 1999
- -----------------------------------------------------
George D. Johnson, Jr.
/s/ HENRY LATIMER Director February 18, 1999
- -----------------------------------------------------
Henry Latimer
</TABLE>
II-5
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION OF EXHIBIT
- -------- ----------------------
<C> <C> <S>
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).
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 LLP.
23.3 -- Consent of PricewaterhouseCoopers LLP.
23.4 -- Consent of Ernst & Young LLP.
23.5 -- Consent of Ernst & Young LLP.
23.6 -- 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>
- ---------------
<PAGE> 1
EXHIBIT 5.1
OPINION OF AKERMAN, SENTERFITT & EIDSON, P.A.
February 18, 1999
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 4,022,561 shares of the
Company's Class A common stock, $.01 par value per share (the "Shares"),
included 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, when sold in accordance with and pursuant to the terms of the
offering, 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.
/s/ 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 use
of our reports (and to all references to our firm) included in or made a part of
this registration statement.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
February 12, 1999.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use of our report dated April 19, 1996, with respect to
the financial statements of 2301 SE 17th St., Ltd., included in Post-Effective
Amendment No. 5 of Florida Panthers Holdings, Inc. on Form S-1, No. 333-23135,
and incorporated by reference in the registration statement and to the reference
to our firm under the heading "Experts."
/s/ KPMG LLP
KPMG LLP
Fort Lauderdale, Florida
February 16, 1999
<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.
PRICEWATERHOUSECOOPERS LLP
Fort Lauderdale, Florida
February 15, 1999
<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 4,022,561 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.
/s/ Ernst & Young LLP
------------------------------------
ERNST & YOUNG LLP
West Palm Beach, Florida
February 12, 1999
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the incorporation by reference in the Registration Statement (Form S-3) for the
registration of 4,022,561 shares of Florida Panthers Holdings, Inc. Class A
Common Stock, of our reports (a) dated February 5, 1998 (except Note 8, as to
which the date is March 2, 1998) with respect to the financial statements of
Biltmore Hotel Partners included in the Current Report on Form 8-K/A of Florida
Panthers Holdings, Inc., dated March 2, 1998, as amended; and (b) dated May 4,
1998 with respect to the Historical Summaries of the Rental Pool Operations of
the Biltmore Villas included in the Current Report on Form 8-K/A of Florida
Panthers Holdings, Inc., dated March 2, 1998, as amended.
ERNST & YOUNG LLP
Phoenix, Arizona
February 12, 1999
