<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)-April 5, 1999
FLORIDA PANTHERS HOLDINGS, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-13173 65-0676005
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(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number Identification No.)
450 EAST LAS OLAS BOULEVARD, FORT LAUDERDALE, FLORIDA 33301
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(Address of Principal Executive Offices) (Zip Code)
(954) 712-1300
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(Registrants Telephone Number, if Changed Since Last Report)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On April 5, 1999, the Registrant issued the press release attached
hereto as Exhibit 99.1 in connection with the commencement of its proposed
offering of $300 million aggregate principal amount of senior subordinated notes
due 2009 pursuant to Rule 144A under the Securities Act of 1933. In addition,
the following table summarizes selected unaudited statement of operations and
other operating data of the Registrant for the two-month periods indicated,
which statement of operations and other operating data are reflected in the
preliminary offering memorandum to be used in connection with the offering of
the notes.
<TABLE>
<CAPTION>
Two Months Ended
February 28,
(in thousands)
1999 1998
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<S> <C> <C>
REVENUE:
Leisure and recreation........................ $ 73,282 $ 53,448
Entertainment and sports...................... 17,654 8,069
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Total revenue............................... 90,936 61,517
OPERATING EXPENSES:
Cost of leisure and recreation services....... 25,886 19,377
Cost of entertainment and sports services..... 14,287 12,065
Selling, general and administrative expenses.. 19,003 14,173
Amortization and depreciation expense......... 5,295 4,559
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Total operating expenses.................... 64,471 50,174
Operating income................................ 26,465 11,343
Interest and other income....................... 178 292
Interest and other expense...................... (11,676) (2,342)
Minority interest............................... 23 (751)
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Net income(1)................................... $ 14,990 $ 8,542
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EBITDA:
Leisure and recreation........................ $ 32,153 $ 22,692
Entertainment and sports...................... 1,572 (5,518)
Corporate..................................... (1,787) (980)
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Total EBITDA(2)............................. $ 31,938 $ 16,194
======== ========
</TABLE>
(1) A provision for income taxes has been excluded from the two-month
presentation because the company has adequate net operating loss
carryforwards to offset income.
(2) EBITDA represents earnings before interest, taxes, depreciation,
amortization and minority interest. Our management and certain investors
use EBITDA as an indicator of our historical ability to service debt, to
sustain potential future increases in debt and to satisfy capital
requirements. However, EBITDA is not intended to represent cash flows for
the period. In addition, EBITDA has not been presented as an alternative to
either (a) operating income (as determined by generally accepted
accounting principles, or GAAP) as an indicator of operating performance or
(b) cash flows from operating, investing and financing activities (as
determined by GAAP) and is thus susceptible to varying calculations. EBITDA
and Adjusted EBITDA as presented may not be comparable to other similarly
titled measures of other companies.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
99.1 Press release dated April 5, 1999
</TABLE>
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FLORIDA PANTHERS HOLDINGS, INC.
Date: April 6, 1999 By: WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Senior Vice President, Treasurer and
Chief Financial Officer
<PAGE> 1
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Stan Smith
(954) 627-5021
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FLORIDA PANTHERS HOLDINGS, INC.
ANNOUNCES $300 MILLION PRIVATE PLACEMENT
OF SENIOR SUBORDINATED NOTES
COMPANY ALSO RECEIVES FIRM COMMITMENT
FOR A NEW THREE-YEAR $146 MILLION CREDIT FACILITY
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Fort Lauderdale, Florida (April 5, 1999) -- Florida Panthers Holdings, Inc.
(NYSE:PAW) today announced that it proposes to offer $300 million in aggregate
principal amount of senior subordinated notes due 2009 in a private placement
pursuant to Rule 144A under the Securities Act of 1933. The net proceeds from
the offering, after payment of selling commissions and discounts, and other
expenses of the offering, are expected to be used to retire short-term
indebtedness. The company also announced that it has received a firm commitment
from a financial institution for a new three-year revolving line-of-credit in
the principal amount of $146 million.
The notes will not be registered under the Securities Act of 1933 and may
not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. This press release shall
not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any offer, solicitation or sale of the notes in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under applicable securities laws, absent the
availability of an exemption from such registration or qualification
requirements.
Florida Panthers Holdings, Inc. owns luxury resort properties in Florida
and Arizona. The company's resort portfolio includes the Boca Raton Resort &
Club, the Arizona Biltmore Hotel, the Registry Hotel at Pelican Bay, the
Edgewater Beach Hotel, the Hyatt Regency Pier 66 Hotel and Marina, the Radisson
Bahia Mar Resort and Yachting Center and the Grande Oaks Golf Club. The company
also owns the Florida Panthers Hockey Club and has interests in the operations
of the National Car Rental Center located in Broward County, Florida, the Miami
Arena and two ice skating rinks.
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