AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1997

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

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

PRE-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------

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

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

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

Copies to:

STEPHEN K. RODDENBERRY, ESQ.
AKERMAN, SENTERFITT & EIDSON, P.A.
ONE S.E. THIRD AVENUE, 28TH FLOOR
MIAMI, FLORIDA 33131-1704
(305) 374-5600
------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the Registration Statement becomes effective and after
satisfaction or waiver of all other conditions to the closing of the
Contribution and Exchange pursuant to the Contribution and Exchange Agreement
described in the enclosed Solicitation Statement/Prospectus.
---------------------
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
---------------------
CALCULATION OF REGISTRATION FEE

=======================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE(2)
- -----------------------------------------------------------------------------------------------------------------------

Class A Common Stock, par value $.01
per share............................ 6,148,538(3) $25 3/4 $158,324,854 $47,978
Rights................................. 4,237,891(4) -- -- --
Warrants............................... 919,621(4) -- -- --
=======================================================================================================================

(1) 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 of
the Class A Common Stock as reported on the Nasdaq National Market was
$25 3/4 on June 9, 1997.
(2) Pursuant to Rule 457(b), the registration fee of $47,978 has been reduced by
$27,050, which was paid on April 15, 1997 in connection with the filing
under the Securities Exchange Act of 1934, as amended, of preliminary copies
of the Solicitation Statement/Prospectus included herein. Accordingly, the
registration fee payable upon the filing of this Registration Statement is
$20,928.
(3) Includes 189,574 shares of Class A Common Stock to be issued to certain
affiliates of Boca Raton Hotel and Club Limited Partnership and other shares
which are issuable in connection with the Contribution and Exchange. Also,
includes an additional 300,000 shares to allow for any adjustment in the
number of shares issuable which may occur under the Contribution and
Exchange Agreement.
(4) Pursuant to Rule 457(g), no registration fee is required because the Rights
and the Warrants are being registered in the same registration statement as
the shares of Class A Common Stock which are issuable upon exercise of the
Rights and the Warrants.
---------------------
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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FLORIDA PANTHERS HOLDINGS, INC.

June 12, 1997

Dear Shareholder:

The enclosed Solicitation Statement/Prospectus seeks your consent to a
proposal to approve and adopt a Contribution and Exchange Agreement dated as of
March 20, 1997, as amended and restated (the "Contribution and Exchange
Agreement"), by and among Florida Panthers Holdings, Inc., a Florida corporation
("Panthers Holdings"), Boca Raton Hotel and Club Limited Partnership, a Florida
limited partnership ("Boca Partnership"), BRMC, L.P., a Delaware limited
partnership (the "Boca General Partner"), and BRMC Corporation, a Delaware
corporation and general partner of the Boca General Partner ("BRMC").

Upon the terms and subject to the provisions of the Contribution and
Exchange Agreement, all of the assets of Boca Partnership will be transferred to
Panthers BRHC Limited, a newly-formed Florida limited partnership ("Panthers
BRHC") in which the managing general partner and the limited partner will be
wholly-owned by Panthers Holdings. As set forth in the Contribution and Exchange
Agreement, Panthers Holdings, through the managing general partner, limited
partner and Panthers BRHC, will pay the following consideration: (i) a
non-managing general partnership interest in Panthers BRHC; (ii) warrants to
purchase approximately 918,104 shares of Panthers Holdings' Class A common
stock, par value $.01 per share (the "Class A Common Stock"); (iii)
approximately 4,928,917 shares of Class A Common Stock of which (a) up to
141,232 shares may be used to pay deferred fees owed by Boca Partnership to the
Boca General Partner; (b) 189,574 shares will be used to compensate certain
affiliates of Boca Partnership, who through their affiliates control the Boca
General Partner, for their involvement in integrating Boca Raton Resort and Club
into Panthers Holdings; (c) up to approximately 360,220 shares will be used to
pay additional interest charges to the holder of the third mortgage on Boca
Partnership's assets and other persons to whom Boca Partnership is obligated to
pay fees; and (d) the balance of the shares, or up to approximately 4,237,891
shares, will attach to rights ("Rights") which, when distributed to the Boca
General Partner and the limited partners in accordance with the partnership
agreement of Boca Partnership, will entitle such holders, without any additional
consideration, to sell their partnership interests to an affiliate of Panthers
Holdings in exchange for approximately 4,237,891 shares of Class A Common Stock
exercisable at any time before January 1, 2001; and (iv) the assumption of
indebtedness of Boca Partnership in the amount of approximately $195.0 million,
of which approximately $85.0 million will be repaid upon consummation of the
transaction contemplated by the Contribution and Exchange Agreement (the
"Contribution and Exchange"). Of the $85.0 million to be repaid, $45.0 million
will be paid from Panthers Holdings' working capital and $40.0 million will be
paid from the incurrence of additional debt. Under the terms of the Contribution
and Exchange Agreement, the 4,928,917 shares of Class A Common Stock expected to
be issued may be adjusted depending on the final closing date determination of
the partnership debt to be repaid, which determination may vary based on
prevailing interest rates and the actual date of closing.

including the receipt of requisite approvals from the shareholders of Panthers
Holdings and the limited partners of Boca Partnership.

PLEASE READ THE ENCLOSED SOLICITATION STATEMENT/PROSPECTUS, WHICH PROVIDES
YOU WITH A DESCRIPTION OF THE TERMS OF THE PROPOSED CONTRIBUTION AND EXCHANGE.
THE SOLICITATION STATEMENT/PROSPECTUS ALSO CONTAINS A CONFORMED COPY OF THE
CONTRIBUTION AND EXCHANGE AGREEMENT ATTACHED AS ANNEX A TO THE SOLICITATION
STATEMENT/PROSPECTUS.

In lieu of a special meeting of shareholders of Panthers Holdings, action
to approve and adopt the Contribution and Exchange Agreement will be taken by
written consent of the holders of at least a majority of the total votes
represented by the outstanding shares of each of the Class A Common Stock and
the Panthers Holdings' Class B common stock, par value $.01 per share (the
"Class B Common Stock" and together with the Class A Common Stock, the "Common
Stock"), voting together as a single class. 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 a vote of shareholders. SINCE THE
DIRECTORS AND OFFICERS OF PANTHERS HOLDINGS, WHO IN THE AGGREGATE HELD
APPROXIMATELY 40% OF THE ISSUED AND OUTSTANDING CLASS A COMMON STOCK AND 100% OF
THE ISSUED AND OUTSTANDING CLASS B COMMON STOCK AS OF THE RECORD DATE OF MARCH
20, 1997 (WHICH COLLECTIVELY CONSTITUTES APPROXIMATELY 99.5% OF THE TOTAL VOTES
THAT MAY BE CAST ON MATTERS SUBMITTED TO SHAREHOLDERS VOTING AS A SINGLE CLASS)
HAVE INDICATED THEIR INTENTION TO PROVIDE WRITTEN CONSENTS APPROVING THE
CONTRIBUTION AND EXCHANGE AGREEMENT, SHAREHOLDER APPROVAL OF THE CONTRIBUTION
AND EXCHANGE IS ASSURED.

Regardless of the number of shares of the Common Stock you own, please
complete, sign, date and return the enclosed consent form promptly in the
accompanying prepaid envelope. The Contribution and Exchange Agreement will be
consummated as soon as practicable after Panthers Holdings has received the
requisite number of consents from Panthers Holdings shareholders. YOU ARE URGED,
THEREFORE, TO SIGN, DATE AND RETURN THE ENCLOSED CONSENT FORM PROMPTLY.

ANY QUESTIONS OR REQUESTS FOR ASSISTANCE REGARDING THE SOLICITATION
STATEMENT/PROSPECTUS AND RELATED MATERIALS MAY BE DIRECTED TO STEVEN M. DAURIA,
VICE PRESIDENT AND CORPORATE CONTROLLER, FLORIDA PANTHERS HOLDINGS, INC., 100
NORTHEAST THIRD AVENUE, SECOND FLOOR, FORT LAUDERDALE, FLORIDA, 33301, TELEPHONE
(954) 768-1900.

Sincerely,

/s/ WAYNE
H. Wayne Huizenga
Chairman of the Board

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SOLICITATION STATEMENT/PROSPECTUS
FLORIDA PANTHERS HOLDINGS, INC.

This Solicitation Statement/Prospectus is being furnished to the
shareholders of Florida Panthers Holdings, Inc., a Florida corporation
("Panthers Holdings"), in connection with the solicitation by the Board of
Directors of Panthers Holdings (the "Board") of consents of Panthers Holdings
shareholders to a proposal to approve and adopt a Contribution and Exchange
Agreement dated as of March 20, 1997, as amended and restated (the "Contribution
and Exchange Agreement"), by and among Panthers Holdings, Boca Raton Hotel and
Club Limited Partnership, a Florida limited partnership ("Boca Partnership"),
BRMC, L.P., a Delaware limited partnership (the "Boca General Partner"), and
BRMC Corporation, a Delaware corporation and the general partner of the Boca
General Partner ("BRMC").

Upon the terms and subject to the provisions of the Contribution and
Exchange Agreement, all of the assets of Boca Partnership will be transferred to
Panthers BRHC Limited, a newly-formed Florida limited partnership ("Panthers
BRHC"), in which the managing general partner and the limited partner will be
wholly-owned by Panthers Holdings. As set forth in the Contribution and Exchange
Agreement, Panthers Holdings, through the managing general partner, limited
partner and Panthers BRHC, will pay the following consideration: (i) a
non-managing general partnership interest in Panthers BRHC; (ii) warrants (the
"Warrants") to purchase approximately 918,104 shares of Panthers Holdings' Class
A common stock, par value $.01 per share (the "Class A Common Stock"); (iii)
approximately 4,928,917 shares of Class A Common Stock (the "Share
Consideration") of which (a) up to 141,232 shares may be used to pay deferred
fees owed by Boca Partnership to the Boca General Partner; (b) 189,574 shares
will be used to compensate certain affiliates of Boca Partnership, who through
their affiliates control the Boca General Partner, for their involvement in
integrating Boca Raton Resort and Club into Panthers Holdings; (c) up to
approximately 360,220 shares (the "Fee Shares") will be used to pay additional
interest charges to the holder of the third mortgage on the Boca Partnership's
assets and other persons to whom Boca Partnership is obligated to pay fees; and
(d) the balance of the shares, or up to approximately 4,237,891 shares, will
attach to rights ("Rights") which, when distributed to the Boca General Partner
and the limited partners in accordance with the partnership agreement of Boca
Partnership, will entitle such holders, without any additional consideration, to
sell their partnership interests to an affiliate of Panthers Holdings in
exchange for approximately 4,237,891 shares of Class A Common Stock exercisable
at any time before January 1, 2001; and (iv) the assumption of indebtedness of
Boca Partnership in the amount of approximately $195.0 million, of which
approximately $85.0 million will be repaid upon consummation of the transaction
contemplated by the Contribution and Exchange Agreement (the "Contribution and
Exchange"). Of the $85.0 million to be repaid, $45.0 million will be paid from
Panthers Holdings' working capital and $40.0 million will be paid from the
incurrence of additional debt. Under the terms of the Contribution and Exchange
Agreement, the 4,928,917 shares of Class A Common Stock expected to be issued
may be adjusted depending on the final closing date determination of the
partnership debt to be repaid, which determination may vary based on prevailing
interest rates and the actual date of closing.

Under the terms of the Contribution and Exchange Agreement, the value of
the aggregate consideration to be paid to Boca Partnership, including the
assumption by Panthers Holdings of approximately $195.0 million in debt, is
approximately $325.0 million (approximately $111.8 million of which is
attributable to the value of the shares underlying the Rights), based on the
closing per share price of the Class A Common Stock of $26 3/8 on March 19,
1997, the day before the announcement of the Contribution and Exchange. However,
using the more recent closing per share price of $26 1/8 on June 5, 1997, the
value of the aggregate consideration to be paid, including the assumption by
Panthers Holdings of approximately $195.0 million in debt, is approximately
$323.8 million (approximately $110.8 million of which is attributable to the
value of the shares underlying the Rights). Consummation of the Contribution and
Exchange is subject to customary conditions, including the receipt of requisite
approvals from the shareholders of Panthers Holdings and the limited
5

partners of Boca Partnership. Although the Contribution and Exchange will be
dilutive to current shareholders of Panthers Holdings from a percentage
ownership and voting power standpoint, the Contribution and Exchange will be
accretive with respect to pro forma earnings per share. Specifically, as
reflected on page 22 of this Solicitation Statement/Prospectus, the acquisition
of Boca Partnership improved Panthers Holdings' pro forma results of operations
from a loss of $0.15 per share to income of $0.09 per share for the nine months
ended March 31, 1997.

As of June 5, 1997, there were 23,393,444 shares of the Class A Common
Stock issued and outstanding. The approximately 5,848,538 shares of Class A
Common Stock, which will become issuable upon the consummation of the
Contribution and Exchange, represent approximately 25% of the presently issued
and outstanding shares of the Class A Common Stock and, upon issuance,
approximately 20% of the total shares of the Class A Common Stock which will be
issued and outstanding.

In lieu of a special meeting of the shareholders of Panthers Holdings,
action to approve and adopt the Contribution and Exchange Agreement will be
taken by written consent of at least a majority of the total votes represented
by the outstanding shares of each of the Class A Common Stock and the Panthers
Holdings Class B common stock, par value $.01 per share (the "Class B Common
Stock" and together with the Class A Common Stock, the "Common Stock"), voting
together as a single class. The consents of the limited partners of Boca
Partnership to approve and adopt the Contribution and Exchange Agreement are
being solicited separately by the Boca General Partner.

THE BOARD OF DIRECTORS OF PANTHERS HOLDINGS (THE "BOARD") MET FOR THE
PURPOSE OF EVALUATING THE MERITS OF THE PROPOSED CONTRIBUTION AND EXCHANGE AND
HAS CAREFULLY REVIEWED AND CONSIDERED THE TERMS AND CONDITIONS OF THE
CONTRIBUTION AND EXCHANGE AGREEMENT. AS A RESULT OF THIS REVIEW, THE BOARD
UNANIMOUSLY APPROVED THE PROPOSAL. THE BOARD HAS DETERMINED THAT THE EXCHANGE OF
SHARES OF PANTHERS HOLDINGS, AS PROVIDED IN THE CONTRIBUTION AND EXCHANGE
AGREEMENT, IS FAIR TO, AND IN THE BEST INTERESTS OF, THE SHAREHOLDERS OF
PANTHERS HOLDINGS AND RECOMMENDS THAT THE SHAREHOLDERS OF PANTHERS HOLDINGS
CONSENT TO THE APPROVAL AND ADOPTION OF THE CONTRIBUTION AND EXCHANGE AGREEMENT.
IN EVALUATING THE CONTRIBUTION AND EXCHANGE, THE BOARD DID NOT SEEK THE
ASSISTANCE OF A FINANCIAL ADVISOR, BUT INSTEAD RELIED UPON THE SUBSTANTIAL
EXPERIENCE OF THE DIRECTORS AND OFFICERS OF PANTHERS HOLDINGS IN VALUING
ACQUISITION CANDIDATES.

SINCE THE DIRECTORS AND OFFICERS OF PANTHERS HOLDINGS, WHO IN THE AGGREGATE
HELD APPROXIMATELY 40% OF THE ISSUED AND OUTSTANDING CLASS A COMMON STOCK AND
100% OF THE ISSUED AND OUTSTANDING CLASS B COMMON STOCK AS OF THE RECORD DATE,
AS DEFINED HEREIN (WHICH COLLECTIVELY CONSTITUTES APPROXIMATELY 99.5% OF THE
TOTAL VOTES THAT MAY BE CAST ON MATTERS SUBMITTED TO SHAREHOLDERS VOTING AS A
SINGLE CLASS) HAVE INDICATED THEIR INTENTION TO PROVIDE WRITTEN CONSENTS
APPROVING THE CONTRIBUTION AND EXCHANGE AGREEMENT, PANTHERS HOLDINGS SHAREHOLDER
APPROVAL OF THE CONTRIBUTION AND EXCHANGE IS ASSURED.

CONSENTS TO THE CONTRIBUTION AND EXCHANGE ARE BEING SOLICITED BY THE BOCA
GENERAL PARTNER. THE BOCA GENERAL PARTNER BELIEVES THAT THE CONTRIBUTION AND
EXCHANGE IS FAIR TO, AND IN THE BEST INTERESTS OF, THE LIMITED PARTNERS.
ACCORDINGLY, THE BOCA GENERAL PARTNER HAS APPROVED THE CONTRIBUTION AND EXCHANGE
AND RECOMMENDS ITS APPROVAL AND ADOPTION BY THE LIMITED PARTNERS. HOWEVER,
BEFORE DECIDING WHETHER TO CONSENT TO THE CONTRIBUTION AND EXCHANGE, THE LIMITED
PARTNERS ARE URGED TO CONSIDER CAREFULLY THE BASIS OF THE BOCA GENERAL PARTNER'S
RECOMMENDATION AND THE CONFLICTS OF INTEREST AND RISK FACTORS PRESENT IN THE
CONTRIBUTION AND EXCHANGE. IN ADDITION, THE LIMITED PARTNERS ARE ENCOURAGED TO
CONSULT WITH THEIR INDEPENDENT LEGAL, FINANCIAL AND TAX ADVISORS.

Regardless of the number of shares of the Common Stock you own, please
complete, sign, date and return the enclosed consent form promptly in the
accompanying prepaid envelope. The Contribution and Exchange Agreement will be
consummated as soon as practicable after Panthers Holdings has received the
requisite number of consents from shareholders of Panthers Holdings. YOU ARE
URGED, THEREFORE, TO SIGN, DATE AND RETURN THE ENCLOSED CONSENT FORM PROMPTLY.

Properly executed, dated and returned consent forms shall be given effect
in accordance with the directions thereon. If no directions are indicated, the
holders of shares of the Common Stock represented by such consent form shall be
deemed to have consented to the approval and adoption of the Contribution and

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Exchange Agreement. A shareholder who has delivered a consent form may revoke it
at any time before consents representing the requisite number of shares of the
Common Stock is required to approve and adopt the Contribution and Exchange
Agreement is delivered to Panthers Holdings. Consents may be revoked by
delivering a written notice of revocation of such consent or by submission of a
properly executed later-dated consent form to Steven M. Dauria, Vice President
and Corporate Controller, Florida Panthers Holdings, Inc., 100 Northeast Third
Avenue, Second Floor, Fort Lauderdale, Florida 33301. Written consents shall
only be effective to approve and adopt the Contribution and Exchange Agreement
if the number of consents required to approve such agreement is delivered to
Panthers Holdings within 60 days of the date of the earliest consent delivered
to Panthers Holdings.

Panthers Holdings has also filed a Registration Statement on Form S-4 (the
"Registration Statement") with the Securities and Exchange Commission with
respect to the 5,848,538 shares of Class A Common Stock issuable pursuant to the
Contribution and Exchange Agreement, including shares of Class A Common Stock
underlying the Rights and the Warrants. This Solicitation Statement/Prospectus
constitutes Panthers Holdings' Prospectus filed as part of the Registration
Statement. All information in this Solicitation Statement/Prospectus concerning
Panthers Holdings has been provided by Panthers Holdings and all information in
this Solicitation Statement/Prospectus concerning Boca Partnership, the Boca
General Partner and BRMC has been provided by the Boca General Partner.

Boca Partnership currently has 327 Class A limited partners (holding 253
Class A limited partnership units) and one Class B limited partner. The
aggregate consideration to be paid to the limited partners in connection with
the Contribution and Exchange attributable to the value of the shares underlying
the Rights equals approximately $103.5 million (approximately $406,000 per Class
A limited partnership unit and $790,500 to the Class B limited partner), based
on the closing per share price of 26 3/8 on March 19, 1997. Based on the closing
per share price of $26 1/8 on June 5, 1997, the aggregate consideration to be
paid to the limited partners in connection with the Contribution and Exchange
attributable to the value of the shares underlying the Rights equals
approximately $102.5 million (approximately $402,000 per Class A limited
partnership unit and $790,500 to the Class B limited partner). Additionally,
pursuant to the Contribution and Exchange Agreement, the Class A limited
partners in the aggregate will receive approximately 718,000 Warrants
(approximately 2,838 Warrants per Class A limited partnership unit). The
foregoing amounts are subject to adjustment based on the actual debt assumed on
the closing date, the stock price of the Class A Common Stock on the closing
date and the timing of the closing.

Panthers Holdings' executive offices are located at 100 Northeast Third
Avenue, Second Floor, Fort Lauderdale, Florida 33301, and its telephone number
is (954) 768-1900. Solicitation materials will be mailed to shareholders of
Panthers Holdings on or about June 12, 1997.

The Class A Common Stock is traded on the Nasdaq National Market under the
symbol "PUCK." On June 5, 1997, the last reported sale price of Class A Common
Stock as reported by the Nasdaq National Market was $26 1/8 per share.

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

The date of this Solicitation Statement/Prospectus is June 12, 1997.

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TABLE OF CONTENTS

PAGE
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SUMMARY..................................................... 1
SUMMARY FINANCIAL DATA...................................... 9
RISK FACTORS................................................ 10
PRICE RANGE OF CLASS A COMMON STOCK......................... 23
DIVIDEND POLICY............................................. 23
PANTHERS HOLDINGS SELECTED FINANCIAL DATA................... 24
BOCA PARTNERSHIP SELECTED FINANCIAL DATA.................... 25
SELECTED UNAUDITED PRO FORMA FINANCIAL DATA................. 26
SOLICITATION OF WRITTEN CONSENTS............................ 28
THE CONTRIBUTION AND EXCHANGE............................... 35
THE CONTRIBUTION AND EXCHANGE AGREEMENT..................... 50
COMPARATIVE PER SHARE DATA.................................. 54
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF PANTHERS HOLDINGS............ 55
THE NATIONAL HOCKEY LEAGUE.................................. 64
BUSINESS OF PANTHERS HOLDINGS............................... 66
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF BOCA PARTNERSHIP............. 78
BUSINESS OF BOCA PARTNERSHIP................................ 84
MANAGEMENT OF PANTHERS HOLDINGS............................. 88
CERTAIN TRANSACTIONS OF PANTHERS HOLDINGS................... 93
PRINCIPAL SHAREHOLDERS OF PANTHERS HOLDINGS................. 95
DESCRIPTION OF PANTHERS HOLDINGS CAPITAL STOCK.............. 96
LEGAL MATTERS............................................... 98
EXPERTS..................................................... 98
ADDITIONAL INFORMATION...................................... 98
SHAREHOLDER PROPOSALS....................................... 99
INDEX TO FINANCIAL STATEMENTS............................... F-1

ANNEX

ANNEX A -- CONTRIBUTION AND EXCHANGE AGREEMENT

ANNEX B -- FAIRNESS OPINION OF BT SECURITIES CORPORATION

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SUMMARY

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

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

PANTHERS HOLDINGS

Panthers Holdings currently operates through two business segments: (i)
sports and entertainment (the "Sports and Entertainment Business") and (ii)
leisure and recreation (the "Leisure and Recreation Business"). The Sports and
Entertainment Business currently consists of Panthers Holdings' hockey
operations, arena development and management operations and ice skating rink
operations. The Leisure and Recreation Business consists of Panthers Holdings'
resort property operations, including Pier 66 and Bahia Mar. Panthers Holdings
has also entered into a definitive agreement to acquire the Boca Raton Resort
and Club, a destination luxury resort and private club in Boca Raton, Florida.

SPORTS AND ENTERTAINMENT BUSINESS

PANTHERS HOCKEY OPERATIONS

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

Panthers Holdings intends to capitalize on the increasing popularity of
hockey, in general, and the success achieved by the Panthers during the 1995-96
season, in particular, by continuing to advertise and market the Panthers, as
well as continuing to enhance the service and entertainment provided at games.
9

ARENA DEVELOPMENT AND OPERATIONS

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

In connection with the development of the Broward County Civic Arena,
Panthers Holdings entered into a 30-year license agreement (the "License
Agreement") and co-terminus operating agreement (the "Operating Agreement") with
Broward County, pursuant to which Panthers Holdings will utilize and operate the
Broward County Civic Arena beginning on October 1, 1998, provided that
construction is completed on a timely basis. Under the License Agreement,
Panthers Holdings is entitled to retain 95% of the revenue derived from the sale
of general seating tickets to the Panthers' home games, and all of certain other
hockey related advertising and merchandising revenue. Five percent of the
revenue derived from the sale of general seating tickets, together with revenues
from luxury suites, premium seating and parking, are considered Facility
operating revenue which is the primary source of revenue, in determining net
operating income. Net operating income is the difference between Facility
operating revenue and Facility operating expense. Under the License Agreement,
Panthers Holdings is entitled to receive the first $14.0 million of net
operating income generated from the Broward County Civic Arena and 80% (with
Broward County receiving 20%) of all net operating income in excess of $14.0
million. The Company believes that successful operation of the Broward County
Civic Arena will significantly enhance Panthers Holdings' total revenue. See
"Business of Panthers Holdings -- Sports and Entertainment Business -- Arena
Development and Operations."

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

Panthers Holdings also owns and operates a twin-pad ice rink facility
located in Coral Springs, Florida ("Incredible Ice") and has contracted to
acquire the lease rights of an ice skating rink facility in Pompano Beach,
Florida ("Gold Coast"). Incredible Ice and Gold Coast are open to the general
public and derive revenues from, among other things, (i) fees charged to the
public for use of the facilities for various hockey and skating programs and
open skating sessions, (ii) food and beverage sales and (iii) retail sales.

LEISURE AND RECREATION BUSINESS

RESORTS

Panthers Holdings currently owns two resort and marina properties in South
Florida and has entered into a definitive agreement to acquire a third property
in South Florida.

Pier 66 is a Fort Lauderdale Intracoastal Waterway luxury resort and marina
encompassing 23 acres and consisting of 380 luxury guest rooms, a 142 slip
marina, three swimming pools, 22,000 square feet of meeting space and six
restaurants and lounges. It has received the Mobil Travel Guide's Four Star
Award and AAA's Four Diamond Award. Bahia Mar is a resort and marina complex
encompassing 40 acres and consisting of 297 rooms, a 350 slip marina, four
tennis courts, 20,000 square feet of flexible meeting space and 23,000 square
feet of retail space. Bahia Mar is situated on oceanfront property in South
Florida and has received the Mobile Travel Guide's Three Star Award and AAA's
Three Diamond Award, as well as the 1995 Radisson President's Award and a City
of Fort Lauderdale Community Appearance Award. The marina is host to the
International Boat Show, an annual six day boating and marine event.

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10

BOCA PARTNERSHIP

Boca Partnership was formed in June 1983 for the purpose of purchasing,
owning, managing and operating the Boca Raton Resort and Club, a destination
luxury resort and private club encompassing 298 acres of land fronting on both
the Atlantic Ocean and Intracoastal Waterway in Boca Raton, Florida. The Boca
Raton Resort and Club consists of 963 luxury guest rooms, a 70,000 sq. ft.
convention center, a separate 130,000 sq. ft. convention center currently under
construction, a 25 slip marina, two 18-hole championship golf courses, 31 tennis
courts, five swimming pools, an indoor basketball court, two indoor racquetball
courts, three fitness centers and 15 food and beverage sites, ranging from five
star cuisine to beachside grills.

TERMS OF THE CONTRIBUTION AND EXCHANGE

This Solicitation Statement/Prospectus is being furnished to the
shareholders of Panthers Holdings in connection with the solicitation by the
Board of consents of Panthers Holdings shareholders to a proposal to approve and
adopt the Contribution and Exchange Agreement. Pursuant to the Contribution and
Exchange Agreement, Panthers Holdings will acquire substantially all of the
assets of Boca Partnership in exchange for the consideration described below.

Upon the terms and subject to the provisions of the Contribution and
Exchange Agreement, all of the assets of Boca Partnership will be transferred to
Panthers BRHC. In consideration for such assets, Panthers Holdings, through the
managing general partner, limited partner and Panthers BRHC, will pay the
following consideration: (i) a non-managing general partnership interest in
Panthers BRHC; (ii) Warrants to purchase approximately 918,104 shares of Class A
Common Stock; (iii) the Share Consideration of which (a) up to 141,232 shares
may be used to pay deferred fees owed by Boca Partnership to the Boca General
Partner; (b) 189,574 shares will be used to compensate Messrs. Theodore V.
Fowler and Dennis J. Callaghan, who through their affiliates control the Boca
General Partner, for their involvement in integrating the Boca Raton Resort and
Club into Panthers Holdings; (c) the Fee Shares will be used to pay additional
interest charges to the holder of the third mortgage on Boca Partnership's
assets and other persons to whom Boca Partnership is obligated to pay fees; and
(d) the balance of the shares, or up to approximately 4,237,891 shares, will
attach to Rights which, when distributed to the Boca General Partner and the
limited partners in accordance with the partnership agreement of Boca
Partnership, will entitle such holders, without any additional consideration, to
sell their partnership interests to an affiliate of Panthers Holdings in
exchange for approximately 4,237,891 shares of Class A Common Stock exercisable
at any time before January 1, 2001; and (iv) the assumption of indebtedness of
Boca Partnership in the amount of approximately $195.0 million, of which
approximately $85.0 million will be repaid upon consummation of the Contribution
and Exchange. Of the $85.0 million to be repaid, $45.0 million will be paid from
Panthers Holdings' working capital and $40.0 million will be paid from the
incurrence of additional debt. Consummation of the acquisition is subject to
customary conditions, including the receipt of requisite approvals from the
shareholders of the Company and the limited partners of Boca Partnership. Under
the terms of the Contribution and Exchange Agreement, the 4,928,917 shares of
Class A Common Stock expected to be issued may be adjusted depending on the
final closing date determination of the partnership debt to be repaid, which
determination may vary based on the prevailing interest rates and the actual
date of closing.

Under the terms of the Contribution and Exchange Agreement, the value of
the aggregate consideration to be paid to Boca Partnership, including the
assumption by Panthers Holdings of approximately $195.0 million in debt, is
approximately $325.0 million (approximately $111.8 million of which is
attributable to the value of the shares underlying the Rights). The Boca
Partnership currently has 327 Class A limited partners (holding 253 Class A
limited partnership units) and one Class B limited partner. The aggregate
consideration to be paid to the limited partners in connection with the
Contribution and Exchange attributable to the value of the shares underlying the
Rights equals approximately $103.4 million (approximately $406,000 per Class A
limited partnership unit and $790,500 to the Class B limited partner), based on
the closing per share price of 26 3/8 on March 19, 1997. Based on the closing
per share price of $26 1/8 on June 5, 1997, the aggregate consideration to be
paid to the limited partners in connection with the Contribution and Exchange
attributable to the value of the shares underlying the Rights equals
approximately $102.5 million (approximately $402,000 per Class A limited
partnership unit and $790,500 to the Class B limited partner). Additionally,
pursuant to the Contribution and Exchange Agreement, the Class A limited
partners in the aggregate will

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11

receive approximately 730,000 Warrants (approximately 2,885 Warrants per Class A
limited partnership unit). The foregoing amounts are subject to adjustment based
on the actual debt assumed on the closing date.

As of June 5, 1997, there were 23,393,444 shares of the Class A Common
Stock issued and outstanding. The approximately 5,848,538 shares of Class A
Common Stock which will become issuable upon the consummation of the
Contribution and Exchange constitute approximately 25.0% of the presently issued
and outstanding shares of the Class A Common Stock and, upon issuance,
approximately 20.0% of the shares of the Class A Common Stock which will be
issued and outstanding.

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

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

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12

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

In lieu of a special meeting of the shareholders of Panthers Holdings,
action to approve and adopt the Contribution and Exchange Agreement will be
taken by written consent of at least a majority of the total votes represented
by the outstanding shares of the Class A Common Stock and the Class B Common
Stock, voting together as a single class. The consents of the limited partners
of Boca Partnership to approve and adopt the Contribution and Exchange Agreement
are being solicited separately by the Boca General Partner. The current limited
partners of Boca Partnership will not have appraisal rights in connection with
the Contribution and Exchange. However, no such limited partner will be forced
to exchange his limited partnership interest for the Company's securities.

Since the directors and officers of Panthers Holdings, who in the aggregate
held approximately 40% of the issued and outstanding Class A Common Stock and
100% of the issued and outstanding Class B Common Stock as of the Record Date,
as defined herein (which collectively constitutes approximately 99.5% of the
total votes that may be cast on matters submitted to shareholders voting as a
single class) have indicated their intention to provide written consents
approving the Contribution and Exchange Agreement, Panthers Holdings shareholder
approval of the Contribution and Exchange is assured.

The consummation of the Contribution and Exchange is subject to a number of
conditions which, if not fulfilled or waived, permit termination of the
Contribution and Exchange Agreement, including if the limited partners of Boca
Partnership fail to approve the Contribution and Exchange within ninety (90)
days after the mailing of the Boca Partnership's consent solicitation. The
Contribution and Exchange Agreement may also be terminated at any time prior to
consummation of the Contribution and Exchange by mutual consent and may be
terminated either by Panthers Holdings or Boca Partnership if the Contribution
and Exchange does not occur on or before December 31, 1997. See "The
Contribution and Exchange Agreement -- Termination."

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

Upon consummation of the Contribution and Exchange, the day-to-day
operations of Boca Raton Resort and Club will continue to be managed by the Boca
Raton Resort and Club's current management team.

SOLICITATION OF WRITTEN CONSENTS

In lieu of calling a special meeting of shareholders, the Board is
requesting the shareholders of Panthers Holdings to approve and adopt the
Contribution and Exchange Agreement, pursuant to this Solicitation
Statement/Prospectus, by execution and delivery of written consents.

The Board has fixed the close of business on March 20, 1997, as the date
for the determination of shareholders entitled to consent to the proposed
transactions (the "Record Date").

CONSENTS REQUIRED

Written consents from the holders of at least a majority of the total votes
represented by the outstanding shares of the Class A Common Stock and the Class
B Common Stock, voting together as a single class, are required to approve and
adopt the Contribution and Exchange Agreements. In addition, the consummation of
the Contribution and Exchange is conditioned upon the approval by the limited
partners of Boca Partnership which consent is being solicited by the Boca
General Partner. Only Panthers Holdings shareholders of record at the close of
business on the Record Date are entitled to consent to the proposals to approve
and adopt the Contribution and Exchange Agreement. As of the Record Date,
23,393,444 shares of Class A Common Stock and 255,000 shares of Class B Common
Stock were issued and outstanding and entitled to consent to the proposals to
approve and adopt the Contribution and Exchange Agreement. The Class A Common
Stock and

5
13

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. See "Solicitation of Written
Consents -- Consents Required; Recommendation of the Board" and "Description of
Panthers Holdings Capital Stock."

THE DIRECTORS AND OFFICERS OF PANTHERS HOLDINGS, WHO IN THE AGGREGATE HELD
APPROXIMATELY 40% OF THE ISSUED AND OUTSTANDING CLASS A COMMON STOCK AND 100% OF
THE ISSUED AND OUTSTANDING CLASS B COMMON STOCK AS OF THE RECORD DATE (WHICH
CONSTITUTES APPROXIMATELY 99.5% OF THE TOTAL VOTES THAT MAY BE CAST ON MATTERS
SUBMITTED TO SHAREHOLDERS VOTING AS A SINGLE CLASS) HAVE INDICATED THEIR
INTENTION TO PROVIDE WRITTEN CONSENTS APPROVING THE CONTRIBUTION AND EXCHANGE
AGREEMENT. THEREFORE, APPROVAL OF THE CONTRIBUTION AND EXCHANGE BY PANTHERS
HOLDINGS SHAREHOLDERS IS ASSURED.

RECOMMENDATIONS OF THE BOARD OF PANTHERS HOLDINGS; RECOMMENDATION OF THE BOCA
GENERAL PARTNER

The Board has unanimously approved the Contribution and Exchange Agreement
and the transactions contemplated thereby. The Board has determined that the
exchange of shares of Panthers Holdings, as provided in the Contribution and
Exchange Agreement, is fair to, and in the best interests of, the shareholders
of Panthers Holdings and recommends that the shareholders of Panthers Holdings
consent to the approval and adoption of the Contribution and Exchange Agreement.
In evaluating the Contribution and Exchange, the Board did not seek the
assistance of a financial advisor; but relied upon the substantial experience of
the directors and officers of Panther Holdings in valuing acquisition
candidates. For a discussion of the factors considered by the Board in reaching
its conclusion that the Contribution and Exchange is fair to, and in the best
interests of, the shareholders of Panthers Holdings and its decision to
recommend the approval and adoption of the Contribution and Exchange Agreement
by Panthers Holdings shareholders, see "The Contribution and Exchange -- Reasons
for the Contribution and Exchange; Recommendation of the Board."

The Boca General Partner believes that the Contribution and Exchange is
fair to, and in the best interests of, the limited partners. Accordingly, the
Boca General Partner has approved the Contribution and Exchange and recommends
its approval and adoption by the limited partners. However, before deciding
whether to consent to the Contribution and Exchange, limited partners are urged
to consider carefully the basis of the Boca General Partner's recommendation and
the conflicts of interest and risk factors present in the Contribution and
Exchange. In addition, the limited partners are encouraged to consult with their
independent legal, financial and tax advisors. See "Risk Factors" and
" -- Recommendation of the Boca General Partner."

In reaching its determination that the Contribution and Exchange is fair
to, and in the best interests of, the limited partners, the Boca General Partner
relied in part on the Fairness Opinion of BT Securities Corporation, which was
engaged to render an opinion as to the fairness, from a financial point of view,
to the Boca Partnership of the consideration to be received by the Boca
Partnership in the Contribution and Exchange. THE FULL TEXT OF THE FAIRNESS
OPINION OF BT SECURITIES CORPORATION, WHICH SETS FORTH THE ASSUMPTIONS MADE,
MATTERS CONSIDERED AND LIMITS ON THE REVIEW UNDERTAKEN, IS ATTACHED AS ANNEX B
TO THIS SOLICITATION STATEMENT/PROSPECTUS. BT SECURITIES CORPORATION'S FAIRNESS
OPINION IS DIRECTED ONLY TO THE FAIRNESS OF THE CONSIDERATION TO BE RECEIVED BY
BOCA PARTNERSHIP FROM A FINANCIAL POINT OF VIEW AND DOES NOT (I) CONSTITUTE A
RECOMMENDATION TO ANY PARTNER OF BOCA PARTNERSHIP OR ANY SHAREHOLDER OF PANTHERS
HOLDINGS AS TO HOW SUCH PARTNER OR SHAREHOLDER SHOULD VOTE OR (II) ADDRESS THE
FAIRNESS OF THE CONTRIBUTION AND EXCHANGE CONSIDERATION TO THE PARTNERS OF BOCA
PARTNERSHIP AS A GROUP OR INDIVIDUALLY. THE SUMMARY OF THE OPINION SET FORTH IN
THIS SOLICITATION STATEMENT/PROSPECTUS IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO THE FULL TEXT OF SUCH OPINION. THE SUMMARY OF THE FAIRNESS OPINION SET FORTH
IN THIS SOLICITATION STATEMENT/PROSPECTUS IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE FULL TEXT OF SUCH OPINION. See "Solicitation of Written
Consents -- Fairness Opinion."

INTEREST OF THE BOCA GENERAL PARTNER AND ITS AFFILIATES IN THE CONTRIBUTION AND
EXCHANGE

The Boca General Partner and its affiliates will receive certain
compensation and payments in connection with the Contribution and Exchange. See
"Solicitation of Written Consents -- Interest of the Boca General Partner and
its Affiliates in the Contribution and Exchange."

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14

CLOSING DATE OF THE CONTRIBUTION AND EXCHANGE

It is anticipated that the Contribution and Exchange will close as soon as
practicable after Panthers Holdings and the Boca General Partner have received
the requisite number of consents from their respective shareholders and limited
partners. See "The Contribution and Exchange Agreement."

CONDITIONS TO THE CONTRIBUTION AND EXCHANGE

The obligations of the parties to the Contribution and Exchange Agreement
to consummate the Contribution and Exchange are subject to various conditions,
including obtaining approval of the Contribution and Exchange Agreement from the
shareholders of Panthers Holdings and the limited partners of Boca Partnership,
respectively. See "The Contribution and Exchange Agreement -- Conditions
Precedent to Closing."

NO APPRAISAL OR DISSENTERS' RIGHTS FOR THE LIMITED PARTNERS OF THE BOCA
PARTNERSHIP

If the limited partners owning the requisite number of Units consent to the
Contribution and Exchange, all the limited partners of the Boca Partnership will
be bound by such consent, including the limited partners who have not returned
their consents or who have not consented to the Contribution and Exchange. None
of the Boca Partnership Agreement, Florida law or the proposed terms and
conditions of the Contribution and Exchange provides the limited partners who
object to the Contribution and Exchange with the right to exercise any
dissenters', appraisal or similar rights.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

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

ACCOUNTING TREATMENT

Panthers Holdings will account for the Contribution and Exchange as a
purchase.

TERMINATION

The Contribution and Exchange Agreement may be terminated by any of the
parties under certain circumstances, including if the Contribution and Exchange
has not been consummated by December 31, 1997. See "The Contribution and
Exchange Agreement -- Termination."

DIRECTORS AND OFFICERS AFTER THE CONTRIBUTION AND EXCHANGE AGREEMENT

All of Panthers Holdings' existing directors and officers as of the date
hereof will remain in their respective positions following the Contribution and
Exchange. In addition, Panthers Holdings has agreed to nominate one of Theodore
V. Fowler or Dennis J. Callaghan, each of whom is currently affiliated with the
Boca General Partner, for a seat on the Board of Directors of Panthers Holdings.

RECENT DEVELOPMENTS

Private Placement Transaction. On January 30, 1997, Panthers Holdings
issued and sold 2,460,000 shares of Class A Common Stock in a private placement
transaction (the "Private Placement") at a price of $27.75 per share. The
Private Placement was exempt from registration pursuant to Section 4(2) of the
Securities Act and resulted in net proceeds to Panthers Holdings of
approximately $65.6 million after

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15

deducting placement agency fees. The Company has invested the net proceeds in
short-term interest bearing investments and will use such net proceeds for
working capital and general corporate purposes which may include future
acquisitions.

Class Action Litigation. On January 28, 1997, February 3, 1997 and March
14, 1997, purported class action lawsuits were filed against Panthers Holdings
and Messrs. Huizenga, Johnson, Rochon, Berrard, Hudson, Dauria and Evans in the
United States District Court for the Southern District of Florida. The suits
allege, among other things, that the defendants violated Section 10(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 10b-5
thereunder, by making untrue statements or omitting to state material facts, in
connection with sales of the Class A Common Stock by the plaintiff and others in
the purported class between November 13, 1996 and December 22, 1996. The suits
generally seek, among other things, certification as a class and an award of
damages in an amount to be determined at trial. Panthers Holdings has not fully
assessed the likely outcome of the class action litigation, but intends to
vigorously defend against these suits.

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

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SUMMARY FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

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

NINE MONTHS ENDED
MARCH 31, FISCAL YEARS ENDED JUNE 30,
----------------------------------- ------------------------------------------------
1997 1997 1996 1996 1995 1994
------- ------------ -------- ------------------------ -------- --------
ACTUAL PRO FORMA(F) ACTUAL PRO FORMA(F)
------- ------------ -------- ------------

Revenue:
Sports and Entertainment
Tickets......................... $18,944 $ 18,944 $ 15,379 $ 23,226 $ 23,226 $ 9,559 $ 14,784
Other........................... 13,241 13,597 8,645 10,861 10,861 8,187 6,898
Leisure and Recreation
Rooms........................... 2,535 51,991 -- -- 65,331 -- --
Food and beverage............... 1,209 34,929 -- -- 44,153 -- --
Other........................... 1,208 37,433 -- -- 42,971 -- --
------- -------- -------- -------- -------- -------- --------
Total revenue................... 37,137 156,894 24,024 34,087 186,542 17,746 21,682
Operating expenses:
Cost of services.................. 31,986 86,883 28,372 35,958 105,605 17,210 20,189
Selling, general and
administrative.................. 7,243 42,994 5,055 8,371 58,861 5,569 5,512
Amortization and depreciation..... 3,586 13,651 5,411 9,815 23,141 6,266 6,444
------- -------- -------- -------- -------- -------- --------
Total operating expenses........ 42,815 143,528 38,838 54,144 187,607 29,045 32,145
------- -------- -------- -------- -------- -------- --------
Net operating income (loss)........ (5,678) 13,366 (14,814) (20,057) (1,065) (11,299) (10,463)
Interest and other expense, net.... (1,844) (11,078) (3,538) (5,082) (15,691) (4,087) (2,463)
------- -------- -------- -------- -------- -------- --------
Net income (loss).................. $(7,522) $ 2,288 $(18,352) $(25,139) $(16,756) $(15,386) $(12,926)
======= ======== ======== ======== ======== ======== ========
Pro Forma Data:
Net income (loss) per share........ $ (0.72)(b) $ 0.09(d) $ (3.48)(a) $ (4.76)(a) $ (0.66)(c) $ (2.96)(a) $(2.93)(a)
Weighted average shares
outstanding....................... 10,498(b) 26,770(d) 5,276(a) 5,276(a) 25,309(c) 5,203(a) 4,405(a)

INCEPTION
(DECEMBER 2, 1992)
THROUGH
JUNE 30, 1993
------------------

Revenue:
Sports and Entertainment
Tickets......................... --
Other........................... --
Leisure and Recreation
Rooms........................... --
Food and beverage............... --
Other........................... --
------
Total revenue................... --
Operating expenses:
Cost of services.................. --
Selling, general and
administrative.................. 768
Amortization and depreciation..... 2
------
Total operating expenses........ 770
------
Net operating income (loss)........ (770)
Interest and other expense, net.... (167)
------
Net income (loss).................. $ (937)
======
Pro Forma Data:
Net income (loss) per share........ $ (0.21)(a)
Weighted average shares
outstanding....................... 4,405(a)

MARCH 31, 1997
------------------------
ACTUAL PRO FORMA(G)
-------- ------------

Balance Sheet Data:
Total current assets........................................ $ 87,405 $ 95,959
Total current liabilities................................... 34,685 77,734
Total assets................................................ 262,071 625,681
Non-current obligations..................................... 27,511 235,622
Shareholders' equity........................................ 199,875 312,325

NINE MONTHS ENDED
MARCH 31, FISCAL YEARS ENDED JUNE 30,
------------------------------------ -------------------------------------------------
1997 1996
----------------------- 1996 ----------------------- 1995 1994
PRO PRO
ACTUAL FORMA ACTUAL FORMA

Supplemental Cash Flow Data(e)..... $ (2,092) $ 32,425 $ (9,403) $(10,242) $ 26,152 $ (5,033) $ (4,019)

INCEPTION
(DECEMBER 2, 1992)
THROUGH
JUNE 30, 1993

Supplemental Cash Flow Data(e)..... $ (768)

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

(a) Net loss per share and weighted average shares outstanding are determined
based on the 5,275,678 shares issued in connection with the reorganization
of Panthers Holdings consummated on November 18, 1996 (the "Reorganization")
as follows:
(i) The 4,404,710 shares issued in exchange for the partnership interests
of the Panthers, as if they had been outstanding for the entire period
presented.
(ii) The 870,968 shares issued in exchange for the partnership interests of
Decoma, as if it had been outstanding since August 6, 1994, the date of
its acquisition by Mr. Huizenga.
(b) Net loss per share and weighted average shares outstanding are determined
based on the (i) 5,275,678 shares issued in connection with the
Reorganization as if they had been outstanding for the entire period
presented (ii) 7,300,000 shares issued in connection with the Company's
initial public offering of 2,700,000 shares of Class A Common Stock and
concurrent offering of 4,600,000 shares of Class A Common Stock (the "Prior
Offerings") (iii) 2,460,000 shares issued in the Private Placement, (iv)
212,766 shares issued in the acquisition of Incredible Ice and (v) 8,400,000
shares issued in connection with the acquisition of Pier 66 and Bahia Mar
(the "Resort Facilities Acquisition") (4,450,000 shares for 2301 Ltd. and
3,950,000 shares for Rahn Ltd.) for the period for which they were actually
outstanding.
(c) Net loss per share and weighted average shares outstanding are determined
based on the (i) 5,275,678 shares issued in connection with the
Reorganization, (ii) 4,838,710 shares (of the 7,300,000 shares issued in the
Prior Offerings) issued to repay Panthers Holdings' outstanding
indebtedness, (iii) 8,400,000 shares issued in connection with the Resort
Facilities Acquisition (4,450,000 shares for 2301 Ltd. and 3,950,000 shares
for Rahn Ltd.), (iv) 212,766 shares issued in the acquisition of Incredible
Ice, (v) 4,928,917 shares issuable in connection with the acquisition of the
Boca Raton Resort and Club and (vi) 1,652,589 shares (of the 2,460,000
issued in the Private Placement) used to repay outstanding indebtedness as
if they had been outstanding for the entire period presented.
(d) Net income (loss) per share and weighted average shares outstanding are
determined based on the (i) 5,275,678 shares issued in connection with the
Reorganization as if they had been outstanding for the entire period
presented, (ii) 4,838,710 shares (of the 7,300,000 shares issued in the
Prior Offerings) issued to repay Panthers Holdings' outstanding indebtedness
as if they had been outstanding for the period prior to the Prior Offerings,
(iii) 7,300,000 shares issued in connection with the Prior Offerings for the
period for which they were actually outstanding, (iv) 8,400,000 shares
issued in connection with the Resort Facilities Acquisition (4,450,000
shares for 2301 Ltd. and 3,950,000 shares for Rahn Ltd.) for the entire
period presented, (v) 212,766 shares issued in the acquisition of Incredible
Ice, for the entire period presented, (vi) 2,460,000 shares issued in the
Private Placement for the period for which they were actually outstanding,
(vii) 4,928,917 shares issuable in connection with the acquisition of the
Boca Raton Resort and Club for the entire period presented and (viii)
1,652,589 shares (of the 2,460,000 issued in the Private Placement) used to
repay outstanding indebtedness to be assumed in connection with the
acquisition of the Boca Raton Resort and Club, as if they had been
outstanding for the period prior to the Private Placement.
(e) Represents the difference between Total revenue and Total operating expenses
(exclusive of amortization and depreciation) plus Premier Club membership
deposits for the pro forma periods. When adding the positive cash flows
pertaining to the Boca Raton Resort and Club's Premier Club membership
deposits to the Boca Raton Resort and Club's earnings before interest,
depreciation, amortization and taxes, an informative supplemental
measurement of the Resort's operating results has been provided. This
supplemental cash flow data is not determined in accordance with generally
accepted accounting principles ("GAAP") nor is it intended as an alternative
to GAAP operating income, net income or cash flows from operations, or as a
source of liquidity.
(f) Represents the pro forma results of operations of Panthers Holdings after
giving effect to the (i) Reorganization, (ii) Prior Offerings, (iii) Resort
Facilities Acquisition, (iv) the Private Placement, (v) the Acquisition of
Incredible Ice, and (vi) Contribution and Exchange as if each event had
occurred as of the beginning of the period presented.
(g) Represents pro forma balance sheet data for Panthers Holdings after giving
effect to the Contribution and Exchange as if such event had occurred as of
March 31, 1997.

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RISK FACTORS

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

GENERAL

HISTORY OF LOSSES AND UNCERTAINTY OF FUTURE RESULTS

Panthers Holdings has not generated any earnings to date and has incurred
net losses of approximately $7.5 million, $25.1 million, $15.4 million, $12.9
million and $937,000 for the nine months ended March 31, 1997, the years ended
June 30, 1996, 1995, 1994 and the seven months ended June 30, 1993,
respectively. There can be no assurance that Panthers Holdings will ever achieve
a profitable level of operations or that profitability, if achieved, can be
sustained on an ongoing basis. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations of Panthers Holdings."

NEED FOR ADDITIONAL CAPITAL

Panthers Holdings' business may require substantial capital infusions on a
continuing basis to finance operations and expansion. Panthers Holdings'
additional needs for capital could include cash needed for potential
acquisitions, including acquisitions of additional resort hotels, as well as
capital to be used in connection with its current businesses and operations.
Panthers Holdings intends to use its existing capital and cash flow from
operations to meet its capital needs. Additional capital needs may require
additional borrowings or the sale of debt or equity securities, or some
combination thereof. In the event Panthers Holdings cannot generate sufficient
cash flow from its operations, or is unable to borrow or otherwise obtain
additional funds to finance its operations, Panthers Holdings' financial
condition or results of operations could be materially adversely affected. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations of Panthers Holdings -- Liquidity and Capital Resources."

RISKS RELATING TO EXPANSION OF BUSINESS; USES OF EXCESS PROCEEDS

Panthers Holdings may, as part of its growth strategy, consider making
additional acquisitions of certain sports-related or non-sports-related
businesses as well as certain commercial properties, including properties which
may be owned by Mr. Huizenga or his affiliates. Panthers Holdings may make such
acquisitions with cash or with stock or a combination thereof. If Panthers
Holdings does make any such acquisitions, various associated risks may be
encountered, including potential dilution to the shares of Class A Common Stock
then outstanding due to additional shares of Class A Common Stock or Class B
Common Stock (collectively, the "Common Stock") being issued in connection with
the acquisitions, incurrence or assumption of debt, possible goodwill
amortization or additional depreciation on acquired fixed assets, diversion of
management's attention, possible environmental and other regulatory costs and
unanticipated problems or liabilities, some or all of which could have a
material adverse effect on Panthers Holdings' financial condition or results of
operations. In addition, transactions, including acquisitions, which would
result in the issuance of a significant number of shares of Common Stock may
require consent of the NHL. There is no assurance that Panthers Holdings will be
able to obtain such consent from the NHL. See "Business of Panthers
Holdings -- Sports and Entertainment Business -- Restrictions on Panthers
Holdings and Certain of its Shareholders as a Result of League Membership."

CONTROL BY H. WAYNE HUIZENGA; VOTING RIGHTS

Panthers Holdings has two classes of common stock, comprised of the Class A
Common Stock and the Class B Common Stock. Panthers Holdings has issued shares
of Class B Common Stock to Mr. Huizenga to satisfy certain control requirements
of the NHL. In accordance with the NHL Constitution and the Bylaws, a change in
the controlling shareholder must be approved by the NHL. As such, Mr. Huizenga
is required to maintain control of Panthers Holdings unless the NHL approves the
transfer of his controlling interests. See "The National Hockey
League -- Control Requirement." The Class A Common Stock and Class B Common

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Stock generally vote together on each matter submitted to the shareholders for
approval. Each share of Class A Common Stock is entitled to one vote, and each
share of Class B Common Stock is entitled to 10,000 votes. Consequently, Mr.
Huizenga, as the sole holder (holding 255,000 shares) of the Class B Common
Stock, will be able to control the management and policies of Panthers Holdings
and the outcome of substantially all of the matters submitted to the
shareholders for approval, including the election of directors. See "Management
of Panthers Holdings," "Certain Transactions of Panthers Holdings" and
"Principal Shareholders of Panthers Holdings."

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

DEPENDENCE ON KEY PERSONNEL

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

SHARES OF CLASS A COMMON STOCK ELIGIBLE FOR FUTURE SALE

As of June 5, 1997, Panthers Holdings had 23,393,444 shares of Class A
Common Stock outstanding, all of which shares were either issued in the Prior
Offerings or have been registered for resale, and thus are freely tradeable
without restriction under the Securities Act of 1933, as amended ("Securities
Act"), subject to the lockup agreements described below. The recipients of the
8,400,000 shares of Class A Common Stock which were issued in connection with
the acquisitions of Pier 66 and Bahia Mar (the "Exchanges"), have agreed not to
sell such shares for a period of 180 days from March 4, 1997, the date the
Exchanges were consummated. In addition, Panthers Holdings will register under
the Securities Act the 5,848,538 shares of the Class A Common Stock which are
issuable pursuant to the Contribution and Exchange and has registered 2,600,000
shares of the Class A Common Stock reserved for issuance under the Stock Option
Plan and 6,000,000 shares of Class A Common Stock which may be issued in
connection with potential future acquisitions and resales thereof by the
recipients. Shares so registered could be sold in the public market at any time.
No predictions can be made as to the effect, if any, that market sales of shares
of Class A Common Stock or the availability of the shares of Class A Common
Stock for sale will have on the market price for shares of Class A Common Stock
prevailing from time to time. Sales of substantial amounts of shares of Class A
Common Stock in the public market, including those shares which become issuable
in connection with the Contribution and Exchange, could adversely affect the
market price of the Class A Common Stock and could impair Panthers Holdings'
future ability to raise capital through an offering of equity securities.

POSSIBLE VOLATILITY OF STOCK PRICE

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

ABSENCE OF DIVIDENDS

Panthers Holdings does not intend to pay any cash dividends with respect to
its Common Stock in the foreseeable future. Furthermore, Panthers Holdings'
ability to declare or pay dividends on its Common Stock

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is limited by the provisions of the NHL Bylaws and is expected to be limited by
the terms of its new credit facility (the "New Credit Facility"). See "Dividend
Policy" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations of Panthers Holdings -- Liquidity and Capital Resources."

CLASS ACTION LITIGATION

On January 28, 1997, February 3, 1997 and March 14, 1997, purported class
action lawsuits were filed against Panthers Holdings and certain of its
directors and officers in the United States District Court for the Southern
District of Florida. The suits allege, among other things, that the defendants
violated Section 10(b) of the Exchange Act and Rule 10b-5 thereunder by making
untrue statements or omitting to state material facts in connection with sales
of the Class A Common Stock by the plaintiff and others in the purported class
between November 13, 1996 and December 22, 1996. The suits generally seek, among
other things, certification as a class and an award of damages in an amount to
be determined at trial. Panthers Holdings has not fully assessed the likely
outcome of the class action litigation. An unfavorable outcome may have a
material adverse effect on Panthers Holdings' financial condition or results of
operations.

SPORTS AND ENTERTAINMENT BUSINESS

HISTORY OF LOSSES AND UNCERTAINTY OF FUTURE RESULTS.

The Panthers currently play in the Miami Arena, which has a seating
capacity of 14,703, the smallest arena in the NHL. Under the terms of the
Panthers' current agreement, the Miami Heat of the National Basketball
Association, as the primary tenant, controls revenue generated from the sale of
suites and a majority of the advertising, limiting Panthers Holdings' ability to
generate certain revenue which is generally available to other NHL franchises.
In addition, the size of the Miami Arena limits Panthers Holdings' ability to
generate revenue from the sale of additional tickets. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations of
Panthers Holdings" and "Business of Panthers Holdings -- Sports and
Entertainment Business -- Hockey Operations -- Miami Arena." It is currently
anticipated that the Panthers will incur net losses while playing at the Miami
Arena. In the event the Broward County Civic Arena is not completed in time for
the 1998-99 season, the Panthers could incur additional operating losses. There
can be no assurance that the Panthers will ever achieve a profitable level of
operations or that profitability, if achieved, can be sustained on an ongoing
basis. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations of Panthers Holdings."

COMPETITION

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

DEPENDENCE ON COMPETITIVE SUCCESS OF THE PANTHERS

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

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UNCERTAINTIES OF INCREASES IN PLAYERS' SALARIES

Players' salaries in the NHL have increased significantly over the last two
seasons. The aggregate Panthers players' salaries nearly doubled from
approximately $10.2 million during the 1993-94 season to approximately $20.1
million during the 1995-96 season. In comparison, average aggregate players'
salaries for NHL teams have increased 48% from approximately $14.3 million
during the 1993-94 season to approximately $21.2 million during the 1995-96
season. The NHL Collective Bargaining Agreement is designed, in part, to control
the rate of increase in players' salaries. However, there can be no assurance
that the rate of increase in players' salaries will be effectively controlled.
Significant increases in players' salaries could have a material adverse effect
on Panthers Holdings' financial condition or results of operations.

LITIGATION RELATING TO MIAMI ARENA

On July 23, 1996, the Miami Sports and Exhibition Authority ("MSEA" or the
"Plaintiff") filed a lawsuit against, among others, Mr. Huizenga, Mr. Richard C.
Rochon, Vice-Chairman of the Board of Panthers Holdings, the Panthers, Decoma,
Arena Development and Arena Operator (collectively, the "Defendants") in the
United States District Court for the Southern District of Florida. The suit
alleges that the Defendants have conspired to restrain trade in the South
Florida sports and entertainment facility market by monopolizing or attempting
to monopolize such market in violation of federal antitrust laws. The Plaintiff
seeks, among other things, to (i) nullify certain provisions of the Miami Arena
Contract, dated as of December 13, 1990 (the "Miami Arena Contract"), by and
between Decoma and MSEA, specifically provisions restricting MSEA from
developing a new state-of-the-art arena in Miami (the "Dade Arena"), and (ii)
force the Defendants to divest their control over the Miami Arena and the
Broward County Civic Arena. In addition, the Plaintiff seeks treble damages as
well as reimbursement for reasonable attorneys' fees and costs. The Defendants
believe that the suit is without merit and intend to vigorously defend against
this suit. An unfavorable outcome of this litigation may have a material adverse
effect on Panthers Holdings' financial condition or results of operations.

UNCERTAINTY REGARDING AVAILABILITY AND OCCUPANCY OF MIAMI ARENA

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

Panthers Holdings owns approximately 78% of the partnership interests in
Decoma, which derives all of its revenue from its Miami Arena operations. The
City of Miami recently announced that it intends to build the Dade Arena which
will be utilized by the Miami Heat. In the event that the Dade Arena is
completed and upon completion of the Broward County Civic Arena, the Miami Arena
will not have a base tenant and will compete with these new facilities for the
rights to host various events, including sports events and concerts. Decoma
revenues for the six months ended December 31, 1996 and the year ended June 30,
1996 directly

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attributable to the Panthers and Miami Heat were approximately $190,000 and
$130,000, and $500,000 and $380,000, respectively. Management plans to seek
other tenants to offset reduced revenues resulting from the potential loss of
the Miami Arena's base tenants. There can be no assurance that the Miami Arena
can successfully compete with the Dade Arena and the Broward County Civic Arena.
In the event the Miami Arena is unable to attract various sports and non-sports
events, the financial condition or results of operations of Decoma will be
adversely affected.

DEPENDENCE ON TALENTED PLAYERS

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

ABSENCE OF INSURANCE; RISK OF INJURIES

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

SEASONALITY OF HOCKEY OPERATIONS

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

UNCERTAINTIES RELATING TO LABOR RELATIONS IN PROFESSIONAL SPORTS

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

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

Because the NHL is a joint venture, the Panthers and other members of the
NHL are generally jointly and severally liable for the debts and obligations of
the league. Any failure of other members of the NHL to pay their pro rata share
of any such debt or obligation could adversely affect the Panthers. The success
of the NHL and its members depends in part on the competitiveness of the teams
in the NHL and their ability to maintain fiscally sound franchises. Certain NHL
franchises have at times encountered financial difficulties, and there can be no
assurance that the NHL and its respective franchises will continue to be able to
operate

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on a fiscally stable and effective basis. In addition, the Panthers and their
personnel are bound by a number of rules, regulations and agreements, including,
but not limited to, the Constitution and Bylaws of the NHL, national television
contracts and the NHL Collective Bargaining Agreement. Any change to the rules,
regulations and agreements adopted by the NHL will be binding upon the Panthers
and their personnel, regardless of whether the Panthers agree or disagree with
such changes, and it is possible that any such change could adversely affect the
Panthers.

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

The NHL Constitution and Bylaws contain provisions which may in some
circumstances operate to prohibit a person from acquiring Class A Common Stock
and affect the value of such Class A Common Stock. In general, any acquisition
of shares of Class A Common Stock which will result in a person or a group of
persons holding a 5% or more interest in Panthers Holdings, and each acquisition
of shares of Class A Common Stock which will result in a person or a group of
persons holding any multiple of a 5% interest, will require the prior approval
of the NHL, which may be granted or withheld in the sole discretion of the NHL.
The prospective purchaser will be required to submit to the NHL an application,
in a form to be prescribed from time to time by the NHL, providing certain
information relating to that person's background. Upon receipt of such
application, the Commissioner shall have the right to conduct an investigation
with respect to the prospective purchaser, which may include an interview by the
Commissioner's office or one or more NHL owners and the submission of such
information about the prospective purchaser, whether or not confidential, as the
Commissioner shall deem relevant in his sole discretion. In addition, the NHL
may condition its approval upon the execution, delivery and performance by the
prospective purchaser of such documents as the Commissioner shall prescribe. The
expenses of the NHL's investigation must be paid by the prospective purchaser,
whether or not its application is approved. If and when a prospective purchaser
receives the NHL's consent to acquire a 5% or more interest in Panthers
Holdings, such prospective purchaser will be required to acknowledge that the
purchaser shall be bound by the applicable provisions of the NHL Constitution
and Bylaws.

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

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

Failure by a holder of a 5% or more interest to comply with these
restrictions may result in a forced sale of such holder's interest in Panthers
Holdings or the repurchase of such interests by Panthers Holdings. Panthers
Holdings' Articles of Incorporation provide that Panthers Holdings may redeem,
at the lower of fair market value or cost, shares held by any person or entity
who becomes the owner of 5% or more of Panthers Holdings'

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shares without the approval of the NHL. These restrictions will be contained in
a legend on each certificate issued evidencing shares of Class A Common Stock.

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

POSSIBILITY OF INCREASED COMPETITION AS A RESULT OF NHL EXPANSION

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

UNCERTAINTIES REGARDING RENEWAL OF MEDIA CONTRACTS

Prior to the commencement of the 1994-95 season, the NHL entered into a
new, seven-year $275.0 million television contract (the "Fox Contract") with Fox
Broadcasting Co. ("Fox") and extended its existing contract with ESPN, Inc.
("ESPN") through the end of the 1998-99 season (pursuant to which ESPN agreed to
pay the NHL approximately $65.0 million) for the national broadcast of certain
games in the U.S. Under the Fox Contract, Fox may choose to terminate the
contract after five years. In the event Fox chooses to terminate the contract
after five seasons, Fox is required to pay the NHL the difference between the
amount paid through the date of termination pursuant to the Fox Contract prior
to termination and $155.0 million. In addition, the NHL also renewed its
contract with Molson Breweries of Canada Limited ("Molson") for the national
broadcast of certain NHL games in Canada. A percentage of the revenue generated
from such contracts is divided equally among the members of the NHL. For the
year ended June 30, 1996, this revenue constituted approximately 8% of Panthers
Holdings' total revenue. There can be no assurance that Fox, after the initial
five-year period, will choose to continue its contract with the NHL or that the
NHL, upon expiration of its contracts with each of Fox, ESPN and Molson, will be
able to enter into new agreements on terms as favorable as those in the current
contracts.

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

In addition, in August 1996, Panthers Holdings entered into a letter of
intent (the "Sunshine Letter of Intent") with Sunshine Wireless Company, Inc.
("Sunshine"), for the proposed local English language radio broadcast of all the
Panthers games during the 1996-97 hockey season. On October 24, 1996, the
Company entered into a letter of intent (the "Beasley-Reed Letter of Intent")
with Beasley-Reed Acquisition Corporation for the proposed local English
language radio broadcast of all the Panthers games during the 1997-98, 1998-99,
1999-2000, 2000-01 and 2001-02 hockey seasons.

DEVELOPMENT OF THE BROWARD COUNTY CIVIC ARENA

Panthers Holdings recently entered into the Development Agreement, pursuant
to which Panthers Holdings will develop the Broward County Civic Arena.
Construction projects, such as the development of a

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24

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

In addition, on January 9, 1997, a lawsuit was filed by Arena Development,
seeking a determination as to the applicability of Broward County's Prevailing
Wage Ordinance to the construction of the Broward County Civic Arena. The suit
was filed in the Seventeenth Judicial Circuit in and for Broward County,
Florida. The complaint filed alleged that the Prevailing Wage Ordinance did not
apply to the construction of the Facility for two reasons: (i) the Prevailing
Wage Ordinance only applies to construction contracts in excess of $250,000 to
which Broward County is a party and Broward County is not a party to the
construction contract between Arena Development and the general contractor, and
(ii) the Development Agreement contains all the obligations and responsibilities
of both parties and does not include a provision mandating that Arena
Development comply with the Prevailing Wage Ordinance. The Prevailing Wage
Ordinance requires that all contracts to which the ordinance applies contain
such a provision. The lawsuit asked for a declaratory judgment finding that the
Prevailing Wage Ordinance did not apply to the construction of the Facility and
that Arena Development could continue without reference to the ordinance. On
February 21, 1997, the Seventeenth Judicial Circuit Court ruled against Panthers
Holdings' complaint, finding that the Prevailing Wage Ordinance was applicable.
Panthers Holdings has not yet determined whether to pursue an appeal. An
unfavorable outcome of this suit may require Panthers Holdings to incur
additional costs of up to $7,500,000.

OPERATION OF THE BROWARD COUNTY CIVIC ARENA

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

LEISURE AND RECREATION BUSINESS

OPERATING RISKS

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

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25

COMPETITION

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

CAPITAL EXPENDITURES

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

ENVIRONMENTAL MATTERS

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

PROPERTY TAX AND INSURANCE FLUCTUATIONS

Each of the Resort Facilities is subject to real property taxes. Real
property taxes may increase or decrease as property tax rates change and as the
Resort Facilities are assessed or reassessed by taxing authorities. In addition,
each of the Resort Facilities is covered by property and casualty insurance.
Property and casualty insurance rates may increase depending upon claims
experience, insurance market conditions and the replacement value of the Resort
Facilities. A significant increase in the tax rate, the amount assessed by

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26

the taxing authority or the casualty insurance rate could have a material
adverse effect on Panthers Holdings' financial condition or results of
operations.

SEASONALITY OF THE RESORT BUSINESS; ADVERSE WEATHER

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

LOSSES IN EXCESS OF INSURANCE COVERAGE

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

INTEGRATION OF THE BOCA RATON RESORT AND CLUB

The Boca Raton Resort and Club is subject to the same industry risk factors
as outlined above for Panthers Holdings' existing Resort Facilities.
Additionally, prospective investors should consider the following risk factors
relating to the acquisition of the Boca Raton Resort and Club.

SUBSTANTIAL LEVERAGE

In connection with the consummation of the Contribution and Exchange,
Panthers Holdings will assume approximately $195.0 million in indebtedness, of
which $85.0 million will be repaid upon consummation of the transaction
contemplated by the Contribution and Exchange Agreement. Of the $85.0 million to
be repaid, $45.0 million will be paid from Panthers Holdings' working capital
and $40.0 million will be paid from the incurrence of additional debt. After
giving pro forma effect to the Contribution and Exchange, Panthers Holdings had
total assets of $624.1 million, shareholders' equity of $312.3 million and
non-current obligations of $235.1 million at March 31, 1997. The ability of
Panthers Holdings to repay its indebtedness will depend upon future operating
performance, including that of the Boca Raton Resort and Club, prevailing
economic conditions, levels of interest rates and financial, business and other
factors, many of which are beyond Panthers Holdings' control.

Panthers Holdings believes that it will have sufficient resources to pay
its obligations and commitments. However, there can be no assurance that future
cash flows of Panthers Holdings will be sufficient to meet all such obligations
and commitments. If Panthers Holdings is unable to generate sufficient cash
flows from operations in the future to meet its obligations and commitments,
Panthers Holdings could be required to pursue one or more alternatives, such as
attempting to arrange a refinancing or restructuring of its indebtedness,
selling material assets or operations or seeking to obtain additional debt or
equity financing. There can be no assurance that any of these actions could be
effected on satisfactory terms, that they would enable Panthers Holdings to
continue to satisfy its capital requirements or that they would be permitted by
the terms of applicable debt agreements. In addition, if Panthers Holdings were
to encounter difficulty in covering its fixed charges, it would have to consider
reductions in its operations and deferrals of planned capital expenditures and
any potential acquisitions.

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CHALLENGES OF BUSINESS INTEGRATION

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

DILUTION TO CURRENT SHAREHOLDERS

The Contribution and Exchange will be dilutive to current shareholders of
Panthers Holdings from a percentage of ownership and voting power standpoint.
Specifically, the Contribution and Exchange will result in percentage of
ownership dilution of approximately 17% to current shareholders, based on the
23,648,444 shares of Class A Common Stock which were issued and outstanding on
the Record Date. With regard to voting power, current shareholders will
experience minimal dilution, but will continue to control approximately 99.5% of
the total voting power of Panthers Holdings' Common Stock. The Contribution and
Exchange will, however, be accretive with respect to pro forma earnings per
share, with pro forma net income per share of $.09 versus actual net loss per
share of $.72 for the nine months ended March 31, 1997 (see page 26).

BOCA PARTNERSHIP'S HISTORY OF LOSSES

Boca Partnership has a history of losses before accounting for
extraordinary items. No assurance can be made that such losses will not continue
indefinitely after the consummation of the Contribution and Exchange. The Boca
Partnership loss before extraordinary items was approximately $3.2 million, $1.8
million and $9.3 million, respectively, for the three years ended December 31,
1996, 1995 and 1994.

SUBJECTIVITY OF VALUATION OF BOCA PARTNERSHIP

The consideration being paid for the Boca Partnership was determined by the
Board of Panthers Holdings subjectively rather than by quantitative analysis,
and was based, in part, on the historical cash flows from operations of Boca
Raton Resort and Club. The Board also considered the potential increase in the
value of the Boca Raton Resort and Club as a result of the improvements
currently under construction (including the construction of the 130,000 sq. ft.
convention center) and the golf course currently under renovation. In light of
the subjectivity of the Board's analysis, there is no assurance that the
valuation is accurate or that Panthers Holdings will not pay an excessive
premium in connection with the Contribution and Exchange.

CONFLICTS OF INTEREST OF THE BOCA GENERAL PARTNER

In connection with the Contribution and Exchange, the limited partners
should be aware that certain conflicts of interest exist between the limited
partners, on the one hand, and the Boca General Partner and certain of its
affiliates, on the other hand. If the Contribution and Exchange is consummated,
the Boca General Partner and its affiliates will be entitled to receive certain
compensation and payments. For information relating to the compensation to be
received by the Boca General Partner and its affiliates, see "Solicitation of
Written Consents -- Interest of the Boca General Partner and its Affiliates in
the Contribution and Exchange." While the Boca General Partner has taken steps,
including procuring the services of a financial advisor which has rendered a
fairness opinion, to ensure that the proposed Contribution and Exchange is fair
to the limited partners from a financial point of view, an inherent conflict of
interest exists where the Boca General Partner and its affiliates stand to
benefit from the consummation of the proposed Contribution and Exchange.

NO ASSURANCE AS TO COMPLETION OR TIMING OF THE CONTRIBUTION AND EXCHANGE

There can be no assurance that the Contribution and Exchange will be
consummated. The Contribution and Exchange cannot be consummated unless the
requisite consents are obtained from shareholders of Panthers Holdings as well
as the limited partners. In addition, the consummation of the Contribution and
Exchange will be subject to satisfaction of the other conditions set forth in
the Contribution and Exchange

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Agreement. If the Contribution and Exchange is ultimately consummated, there can
be no assurance as to its timing. The limited partners should be aware that the
value of the consideration to be received by the Boca Partnership between the
mailing of its Consent Solicitation Statement and the closing of the
Contribution and Exchange may decline depending on the time of the closing.
Although the Boca General Partner currently anticipates that the Contribution
and Exchange will be completed on or about June 30, 1997, it is not possible to
predict when or if the Contribution and Exchange will actually be completed.

EXPENSES OF THE CONTRIBUTION AND EXCHANGE

The Boca Partnership will incur certain expenses in connection with the
Contribution and Exchange, which expenses are expected to total approximately
$11 million. See "Solicitation of Written Consents -- Expenses of the
Contribution and Exchange." If the closing of the Contribution and Exchange
occurs, Panthers BRHC will be responsible for the payment of all such expenses
incurred by Boca Partnership. However, if the closing of the Contribution and
Exchange does not occur, Boca Partnership will be responsible for the payment of
such expenses (other than that portion of the fee owed to BT Securities
Corporation which is only payable upon the closing of the Contribution and
Exchange) from its own funds. As there can be no assurance that the Contribution
and Exchange will be completed, it is possible that Boca Partnership will be
required to pay such expenses incurred in connection with the Contribution and
Exchange.

EXERCISE OF RIGHTS AND WARRANTS

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

TAX RISK FACTORS

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

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

Possible Acceleration of Gain. There is no assurance that the IRS (or a
state or local tax authority) will agree with the anticipated tax reporting
positions of Boca Partnership. In particular, the IRS may not agree that the
exchange of most of Boca Partnership's property for a general partnership
interest in Panthers BRHC is a tax-deferred transaction. Because the limited
partners of Boca Partnership will receive the Rights and Panthers Holdings has
the right to purchase Boca Partnership's interest in Panthers BRHC after January
31, 2001, the IRS might assert that the Contribution and Exchange should be
characterized for tax purposes as a

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fully taxable exchange by Boca Partnership for the Warrants and Rights. If such
a position were successfully asserted, the result would be the recognition of
gain to the limited partners of Boca Partnership equal to the excess of the
value of the Warrants and Rights (which might be valued as equivalent to the
Class A Common Stock) received by such limited partners, plus the limited
partners' share of the Boca Partnership's nonrecourse liabilities, over the
limited partner's adjusted tax basis of his or her Units. For a more complete
discussion, see "The Contribution and Exchange -- Certain Federal Income Tax
Consequences -- General Tax Treatment of the Transaction." The IRS could also
assert that the elements of the Contribution and Exchange result in a partial
sale of the existing assets of Boca Partnership upon which gain must be
recognized. Although there is substantial authority supporting Boca
Partnership's tax position, because of the factual nature of the issues and
uncertainty in the law, counsel was unable to render an opinion that the IRS
would not be successful if the IRS challenged the tax deferred nature of the
Contribution and Exchange. See "The Contribution and Exchange -- Certain Federal
Income Tax Consequences -- General Tax Treatment of the Transaction," " -- The
Contribution of Assets for the General Partnership Interest" and " -- The
Distribution of the Rights and Warrants." Accordingly, limited partners of Boca
Partnership should consult with their tax advisors to determine the effect of
the possible recognition of gain if the Contribution and Exchange were treated
as a sale at the closing of the Contribution and Exchange.

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

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

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

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PRICE RANGE OF CLASS A COMMON STOCK

The Class A Common Stock began trading on the Nasdaq National Market on
November 13, 1996 under the symbol "PUCK." The following table sets forth, for
the quarters indicated, the range of the high and low sale prices per share for
the Class A Common Stock on the Nasdaq National Market.

PRICE RANGE
OF COMMON STOCK
---------------
HIGH LOW
----- ----

1996
Second Fiscal Quarter (from November 13, 1996 through
December 31, 1996)........................................ $20 $10
1997
Third Fiscal Quarter (from January 1, 1997 through March 31,
1997)..................................................... $32 1/8 $16 5/8
Fourth Fiscal Quarter (from April 1, 1997 through June 5,
1997)..................................................... $27 1/4 $21

On March 19, 1997, the last trading day immediately prior to the
announcement of the Contribution and Exchange, the last reported sale price of
the Class A Common Stock was $26 3/8. On June 5, 1997, the last reported sale
price of the Class A Common Stock was $26 1/8. There were approximately 7,448
record holders of the Class A Common Stock on June 5, 1997.

DIVIDEND POLICY

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

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PANTHERS HOLDINGS SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The following information has been derived from the financial statements of
Panthers Holdings and the unaudited pro forma financial statements contained
elsewhere in this Solicitation Statement/Prospectus. The financial statements of
Panthers Holdings as of and for the periods ended June 30, 1996, 1995, 1994 and
1993 have been audited by Arthur Andersen LLP, independent certified public
accountants. The audited financial statements as of June 30, 1996 and 1995 and
for the three years ended June 30, 1996 are included elsewhere herein. The
selected financial data as of March 31, 1997 and for the nine months ended March
31, 1997 and 1996 are derived from the unaudited interim financial statements
contained elsewhere herein. Operating results for the nine months ended March
31, 1997 are not necessarily indicative of results that may be expected for the
year ending June 30, 1997. The financial data set forth below should be read in
conjunction with the financial statements and notes thereto contained elsewhere
in this Solicitation Statement/Prospectus. See also "Management's Discussion and
Analysis of Financial Condition and Results of Operations of Panthers Holdings."

NINE MONTHS ENDED INCEPTION
MARCH 31, FISCAL YEARS ENDED JUNE 30, (DECEMBER 2, 1992)
------------------- -------------------------------- THROUGH JUNE 30,
1997 1996 1996 1995 1994 1993

STATEMENT OF OPERATIONS DATA:
Revenue.......................... $37,137 $ 24,024 $ 34,087 $ 17,746 $ 21,682 $ --
Operating expenses:
Cost of services............... 31,986 28,372 35,958 17,210 20,189 --
Selling, general and
administrative............... 7,243 5,055 8,371 5,569 5,512 768
Amortization and
depreciation................. 3,586 5,411 9,815 6,266 6,444 2
------- -------- -------- -------- -------- ------
Total operating loss..... 42,815 38,838 54,144 29,045 32,145 770
------- -------- -------- -------- -------- ------
Net operating loss............... (5,678) (14,814) (20,057) (11,299) (10,463) (770)
Interest and other income........ 1,014 85 122 38 65 --
Interest and other expense....... (2,858) (3,623) (5,204) (4,125) (2,528) (167)
------- -------- -------- -------- -------- ------
Net loss......................... $(7,522) $(18,352) $(25,139) $(15,386) $(12,926) $ (937)
======= ======== ======== ======== ======== ======
PRO FORMA DATA:
Net loss per share............... $ (0.72)(b) $ (3.48)(a) $(4.76)(a) $ (2.96)(a) $ (2.93)(a) $(0.21)(a)
Weighted average shares
outstanding.................... 10,498(b) 5,276(a) 5,276(a) 5,203(a) 4,405(a) 4,405(a)

JUNE 30,
MARCH 31, -------------------------------------------
1997 1996 1995 1994 1993

BALANCE SHEET DATA:
Total current assets................................ $ 87,405 $ 3,756 $ 3,408 $ 2,996 $ 9,117
Total current liabilities........................... 34,685 67,786 50,292 17,712 15,605
Total assets........................................ 262,071 47,760 53,587 49,019 59,669
Non-current obligations............................. 27,511 28,277 25,643 45,169 45,000
Shareholders' equity................................ 199,875 (48,303) (22,348) (13,862) (937)

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

(a) Net loss per share and weighted average shares outstanding are determined
based on the 5,275,678 shares issued in connection with the Reorganization
as follows:
(i) The 4,404,710 shares issued in exchange for the partnership interests
of the Panthers, as if they had been outstanding for the entire period
presented.
(ii) The 870,968 shares issued in exchange for the partnership interests in
Decoma, as if it had been outstanding since August 6, 1994, the date
of its acquisition by Mr. Huizenga.
(b) Net loss per share and weighted average shares outstanding are determined
based on the (i) 5,275,678 shares issued in connection with the
Reorganization as if they had been outstanding for the entire period
presented and (ii) 7,300,000 shares issued in connection with the Prior
Offerings, (iii) 2,460,000 shares issued in the Private Placement, (iv)
212,766 shares issued in the acquisition of Incredible Ice and (v) 8,400,000
shares issued in the Resort Facilities Acquisition (4,450,000 shares for
Pier 66 and 3,950,000 shares for Bahia Mar) for the period for which they
were actually outstanding.

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BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The following information has been derived from the financial statements of
Boca Raton Hotel and Club Limited Partnership. The financial statements of Boca
Raton Hotel and Club Limited Partnership as of and for the years ended December
31, 1995, 1994, 1993 and 1992 have been audited by Ernst and Young LLP,
independent certified public accountants. The financial statements of Boca Raton
Hotel and Club Limited Partnership as of and for the year ended December 31,
1996, have been audited by Price Waterhouse LLP, independent certified public
accountants. The audited financial statements as of December 31, 1996 and 1995
and for the three years ended December 31, 1996 are included elsewhere herein.
The selected financial data as of March 31, 1997 and for the three months ended
March 31, 1997 and 1996 are derived from the unaudited interim financial
statements contained elsewhere herein. The financial data set forth below should
be read in conjunction with the financial statements and notes thereto contained
elsewhere in this Solicitation Statement/Prospectus. See also "Management's
Discussion and Analysis of Financial Condition and Results of Operations of Boca
Partnership."

THREE MONTHS ENDED
MARCH 31, FISCAL YEARS ENDED DECEMBER 31,
------------------- ----------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
-------- -------- -------- -------- -------- -------- --------

STATEMENT OF OPERATIONS DATA:
Revenue:
Rooms................................. $ 18,523 $ 17,593 $ 44,856 $ 44,050 $ 41,191 $ 42,083 $ 42,695
Food and beverage..................... 10,443 10,582 34,762 32,764 32,841 32,114 32,659
Club Membership, Retail and Other..... 10,664 9,454 34,109 31,376 29,339 28,537 26,813
-------- -------- -------- -------- -------- -------- --------
Total revenue.................. 39,630 37,629 113,727 108,190 103,371 102,734 102,167
Cost of Revenue:
Rooms................................. 3,194 3,126 10,913 10,228 10,038 10,408 10,676
Food and beverage..................... 7,545 7,356 26,363 24,814 25,136 25,114 25,807
Club Membership, Retail and Other..... 5,772 5,142 19,005 17,569 17,103 16,548 15,471
Selling, general and administrative... 4,334 4,270 17,999 16,679 19,498 25,849 16,044
Property maintenance and energy
costs............................... 2,444 2,555 10,959 11,125 9,604 10,036 10,346
Other indirect costs.................. 2,007 2,369 8,911 8,041 6,799 5,798 7,141
-------- -------- -------- -------- -------- -------- --------
Total cost of revenue.......... 25,296 24,818 94,150 88,456 88,178 93,753 85,485
Depreciation and amortization........... 1,559 1,391 6,215 6,623 7,108 7,334 7,439
-------- -------- -------- -------- -------- -------- --------
Operating income........................ 12,775 11,420 13,362 13,111 8,085 1,647 9,243
Interest expense, net................... (5,008) (3,903) (16,562) (14,909) (17,382) (20,701) (19,872)
-------- -------- -------- -------- -------- -------- --------
Profit (loss) before extraordinary
items................................. 7,767 7,517 (3,200) (1,798) (9,297) (19,054) (10,629)
Extraordinary gain (loss) on debt
restructuring......................... -- -- (8,932) 10,328 6,704 14,157 --
-------- -------- -------- -------- -------- -------- --------
Net income (loss)....................... $ 7,767 $ 7,517 $(12,132) $ 8,530 $ (2,593) $ (4,897) $(10,629)
======== ======== ======== ======== ======== ======== ========

MARCH 31, DECEMBER 31,
--------- ----------------------------------------------------
1997 1996 1995 1994 1993 1992
--------- -------- -------- -------- -------- --------

BALANCE SHEET DATA:
Total current assets....................... $ 53,554 $ 44,205 $ 40,499 $ 31,583 $ 24,825 $ 25,940
Total current liabilities.................. 31,249 31,787 37,296 57,558 49,727 42,012
Total assets............................... 188,094 178,259 158,433 155,957 151,795 150,570
Non-current obligations.................... 233,311 231,205 190,606 176,398 177,474 179,067
Partners' deficit.......................... (76,466) (84,233) (69,469) (77,999) (75,406) (70,509)

Supplemental Cash Flow Data(a)..... $ 16,550 $ 14,017 $ 25,626 $ 23,721 $ 20,963 $ 13,869 $ 23,095

- ---------------
(a) Represents the difference between Total revenue and Total cost of revenue,
plus Premier Club membership deposits (see page F-63 and the related
footnotes). When adding the positive cash flows pertaining to the Boca Raton
Resort and Club's membership deposits to the Boca Raton Resort and Club's
earnings before interest, depreciation, amortization and taxes, an
informative supplemental measurement of the Boca Raton Resort and Club's
operating results has been provided. This supplemental cash flow data is not
determined in accordance with GAAP nor is it intended as an alternative to
GAAP operating income, net income or cash flows from operations, or as a
source of liquidity.

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

The following unaudited pro forma financial data for the nine months ended
March 31, 1997 and the year ended June 30, 1996 give effect to the Prior
Offerings, Contribution and Exchange, the Resort Facilities Acquisition and the
acquisition of Incredible Ice (collectively, the "Acquisitions"), and the
Private Placement, in the aggregate, as if all such transactions had occurred at
the beginning of the periods presented for results of operations data and as if
all such transactions had occurred as of the balance sheet date for balance
sheet data. The selected unaudited pro forma financial data was derived from,
and should be read in conjunction with, the unaudited pro forma financial
statements and the notes thereto appearing elsewhere in this Solicitation
Statement/Prospectus. The unaudited pro forma data is not necessarily indicative
of the combined results of operations or financial position that would have
occurred if the Contribution and Exchange, the Acquisitions or the Private
Placement had occurred at the beginning of the periods presented, nor are they
necessarily indicative of future operating results. There can be no assurance
that the Contribution and Exchange will be completed.

NINE MONTHS ENDED FISCAL YEAR ENDED
MARCH 31, 1997 JUNE 30, 1996
--------------------- ----------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA

Revenue....................................... $37,137 $156,894 $ 34,087 $186,542
Operating expenses:
Cost of services............................ 31,986 86,883 35,958 105,605
Selling, general and administrative......... 7,243 42,994 8,371 58,861
Amortization and depreciation............... 3,586 13,651 9,815 23,141
------- -------- -------- --------
Total operating expenses............ 42,815 143,528 54,144 187,607
------- -------- -------- --------
Net operating income (loss)................... (5,678) 13,366 (20,057) (1,065)
Interest and other expense, net............... (1,844) (11,078) (5,082) (15,691)
------- -------- -------- --------
Net income (loss)............................. $(7,522) $ 2,288 $(25,139) $(16,756)
======= ======== ======== ========
PRO FORMA DATA:
Net income (loss) per share................... $ (0.72)(b) $ 0.09(d) $ (4.76)(a) $ (0.66)(c)
Weighted average shares outstanding........... 10,498(b) 26,770(d) 5,276(a) 25,309(c)

MARCH 31, 1997
--------------------
ACTUAL PRO FORMA

BALANCE SHEET DATA:
Total current assets........................................ $ 87,405 $ 95,959
Total current liabilities................................... 34,685 77,734
Total assets................................................ 262,071 625,681
Non-current obligations..................................... 27,511 235,622
Shareholders' equity........................................ 199,875 312,325

NINE MONTHS FISCAL YEAR
ENDED ENDED
MARCH 31, 1997 JUNE 30, 1996
--------------------- ----------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA

Supplemental Cash Flow Data(e)................ $(2,092) $ 32,425 $(10,242) $ 26,152

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

(a) Net loss per share and weighted average shares outstanding are determined
based on the 5,275,678 shares issued in connection with the Reorganization
as if they had been outstanding for the entire period presented.
(b) Net loss per share and weighted average shares outstanding are determined
based on the (i) 5,275,678 shares issued in connection with the
Reorganization as if they had been outstanding for the entire period
presented, (ii) 7,300,000 shares issued in connection with the Prior
Offerings, (iii) 2,460,000 shares issued in the Private Placement, (iv)
212,766 shares issued in the acquisition of Incredible Ice and

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34

(v) 8,400,000 shares issued in the Resort Facilities Acquisition (4,450,000
shares for Pier 66 and 3,950,000 shares for Bahia Mar) for the period which
they were outstanding.
(c) Net loss per share and weighted average shares outstanding are determined
based on the (i) 5,275,678 shares issued in connection with the
Reorganization, (ii) 4,838,710 shares (of the 7,300,000 shares issued in the
Prior Offerings) issued to repay Panthers Holdings' outstanding
indebtedness, (iii) 8,400,000 shares issued in connection with the Resort
Facilities Acquisition (4,450,000 shares for 2301 Ltd. and 3,950,000 shares
for Rahn Ltd.), (iv) 212,766 shares issued in the acquisition of Incredible
Ice, (v) 4,928,917 shares issuable in connection with the acquisition of the
Boca Raton Resort and Club, and (vi) 1,652,589 shares (of the 2,460,000
issued in the Private Placement) used to repay outstanding indebtedness to
be assumed in connection with the acquisition of the Boca Raton Resort and
Club, as if they had been outstanding for the entire period presented.
(d) Net income (loss) per share and weighted average shares outstanding are
determined based on the (i) 5,275,678 shares issued in connection with the
Reorganization as if they had been outstanding for the entire period
presented, (ii) 4,838,710 shares (of the 7,300,000 shares issued in the
Prior Offerings) issued to repay Panthers Holdings' outstanding indebtedness
as if they had been outstanding for the period prior to the Prior Offerings,
(iii) 7,300,000 shares issued in connection with the Prior Offerings for the
period for which they were actually outstanding, (iv) 8,400,000 shares
issued in connection with the Resort Facilities Acquisition (4,450,000
shares for 2301 Ltd. and 3,950,000 shares for Rahn Ltd.) for the entire
period presented, (v) 212,766 shares issued in the acquisition of Incredible
Ice for the entire period presented, (vi) 2,460,000 shares issued in the
Private Placement for the period for which they were actually outstanding,
(vii) 4,928,917 shares issuable in connection with the acquisition of the
Boca Raton Resort and Club for the entire period presented, and (viii) the
1,652,589 (of the 2,460,000 issued in the Private Placement) used to repay
outstanding indebtedness to be assumed in connection with the acquisition of
the Boca Raton Resort and Club, as if they had been outstanding for the
period prior to the Private Placement.
(e) Represents the difference between Total revenue and Total operating expenses
(exclusive of amortization and depreciation), plus Premier Club membership
deposits for the pro forma periods. When adding the positive cash flows
pertaining to the Boca Raton Resort and Club's Premier Club membership
deposits to the Boca Raton Resort and Club's earnings before interest,
depreciation, amortization and taxes, an informative supplemental
measurement of the Boca Raton Resort and Club's operating results has been
provided. This supplemental cash flow data is not determined in accordance
with GAAP nor is it intended as an alternative to GAAP operating income, net
income or cash flows from operations, or as a source of liquidity.

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35

SOLICITATION OF WRITTEN CONSENTS

ACTION BY WRITTEN CONSENT; PURPOSE; RECORD DATE

This Solicitation Statement/Prospectus is being furnished to shareholders
of Panthers Holdings in connection with the solicitation of written consents to
proposals to approve and adopt the Contribution and Exchange Agreement. As a
result of the Contribution and Exchange, Panthers Holdings will own, directly or
indirectly, substantially all of the assets of Boca Partnership.

In lieu of a special meeting of shareholders of Panthers Holdings, action
to approve and adopt the Contribution and Exchange Agreement will be taken by
written consent. The Contribution and Exchange will be consummated as soon as
practicable after the requisite number of shares of Class A Common Stock and
Class B Common Stock, voting together class, have consented to approve and adopt
the Contribution and Exchange Agreement. Notwithstanding the foregoing, written
consents to approve and adopt the Contribution and Exchange Agreement shall only
be effective to take such corporate action if the number of consents required to
approve and adopt the Contribution and Exchange Agreement are delivered to
Panthers Holdings within 60 days of the date of the earliest consent delivered
to Panthers Holdings.

The Board has fixed the close of business on March 20, 1997 as the Record
Date for the determination of Panthers Holdings shareholders entitled to consent
to the proposal to approve and adopt the Contribution and Exchange Agreement.

CONSENTS REQUIRED; RECOMMENDATION OF THE BOARD

Written consents from the holders of a majority of the votes represented by
the outstanding shares of Class A Common Stock and Class B Common Stock
outstanding on the Record Date, voting together as a single class, are required
to approve and adopt the Contribution and Exchange Agreement. Only shareholders
of record at the close of business on the Record Date are entitled to consent to
the proposals to approve and adopt the Contribution and Exchange Agreement. As
of the Record Date, 23,393,444 shares of Class A Common Stock and 255,000 shares
of Class B Common Stock were issued and outstanding and entitled to consent to
the proposal to approve and adopt the Contribution and Exchange Agreement. 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. See "Description of
Panthers Holdings Capital Stock."

SINCE THE DIRECTORS AND OFFICERS OF PANTHERS HOLDINGS, WHO IN THE AGGREGATE
HELD APPROXIMATELY 40% OF THE ISSUED AND OUTSTANDING CLASS A COMMON STOCK AND
100% OF THE ISSUED AND OUTSTANDING CLASS B COMMON STOCK AS OF THE RECORD DATE
(WHICH CONSTITUTES APPROXIMATELY 99.5% OF THE TOTAL VOTES THAT MAY BE CAST ON
MATTERS SUBMITTED TO SHAREHOLDERS VOTING AS A SINGLE CLASS) HAVE INDICATED THEIR
INTENTION TO PROVIDE WRITTEN CONSENTS APPROVING THE CONTRIBUTION AND EXCHANGE
AGREEMENT, PANTHERS HOLDINGS SHAREHOLDER APPROVAL OF THE CONTRIBUTION AND
EXCHANGE IS ASSURED.

PANTHERS HOLDINGS SHAREHOLDERS WHO FAIL TO PROPERLY EXECUTE AND RETURN A
CONSENT FORM WITH RESPECT TO THEIR SHARES OF PANTHERS COMMON STOCK WILL IN
EFFECT BE VOTING AGAINST THE PROPOSALS TO APPROVE AND ADOPT EACH OF THE EXCHANGE
AGREEMENTS.

THE BOARD UNANIMOUSLY BELIEVES THAT THE CONTRIBUTION AND EXCHANGE IS FAIR
TO, AND IN THE BEST INTERESTS OF, PANTHERS HOLDINGS AND ITS SHAREHOLDERS AND
RECOMMENDS THAT PANTHERS HOLDINGS SHAREHOLDERS VOTE TO APPROVE AND ADOPT THE
CONTRIBUTION AND EXCHANGE AGREEMENT.

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36

USE AND REVOCATION OF CONSENT FORMS; SOLICITATION

Shares of Panthers Holdings Common Stock which are represented by properly
executed, dated and returned consent forms will be given effect in accordance
with the directions thereon, unless such consent forms shall have previously
been properly revoked. Under Florida law, a shareholder may revoke his proxy
prior to Panthers Holdings receiving the requisite number of shares to approve
the transaction. As certain directors and officers of Panthers Holdings who
control a majority of votes which may be cast have indicated their intention to
vote in favor of the Contribution and Exchange, the shareholders may be limited
in their ability to revoke consents prior to the approval of the Contribution
and Exchange Agreement. If no directions are indicated, the shares of Panthers
Holdings Common Stock represented by such consent form shall be deemed to have
consented to the approval and adoption of the Contribution and Exchange
Agreement. A shareholder who has delivered a consent form may revoke it at any
time before unrevoked consents representing the requisite number of shares of
Class A Common Stock and Class B Common Stock required to approve and adopt the
Contribution and Exchange Agreement have been received by Panthers Holdings.
Consents may be revoked by delivering a written notice of revocation of such
consent, or by submission of a properly executed consent form bearing a later
date than the consent form being revoked, to Steven M. Dauria, Vice President
and Corporate Controller, Florida Panthers Holdings, Inc., 100 Northeast Third
Avenue, Second Floor, Fort Lauderdale, Florida 33301.

In addition to soliciting consents by mail, directors, officers and
employees of Panthers Holdings, without receiving additional compensation
therefor, may solicit consents personally or by telephone, telegram or other
forms of wire or facsimile communications. Such persons will not be additionally
compensated, but will be reimbursed for reasonable out-of-pocket expenses
incurred in connection with such solicitation. Arrangements may also be made
with brokerage firms, nominees, fiduciaries and other custodians for the
forwarding of solicitation material to the beneficial owners of shares of the
Panthers Common Stock held of record by such persons, and Florida Panthers will
reimburse such persons for their reasonable out-of-pocket expenses in connection
therewith. Any questions or requests for assistance regarding this Solicitation
Statement/Prospectus and related materials may be directed to Steven M. Dauria
in writing at 100 Northeast Third Avenue, Second Floor, Fort Lauderdale, Florida
33301 or by telephone at (954) 768-1900.

APPRAISAL RIGHTS

The shareholders of Panthers Holdings and the limited partners of Boca
Partnership will have no appraisal rights in connection with the Contribution
and Exchange.

REASONS FOR AND BACKGROUND OF THE CONTRIBUTION AND EXCHANGE AGREEMENT FROM BOCA
PARTNERSHIP'S PERSPECTIVE

The Boca General Partner replaced VMS Realty Partners ("VMS") as the
general partner of Boca Partnership in January 1993. Since that date, the Boca
General Partner has (i) reduced and refinanced Boca Partnership's debt and
settled other significant obligations of Boca Partnership which existed on
January 13, 1993, which the Boca General Partner believes resulted, prior to the
commencement of the expansion of the Boca Raton Resort and Club and the
financings incurred in connection therewith, in a substantial reduction of Boca
Partnership's indebtedness and other contingent obligations and (ii) in 1996
commenced an expansion of the Boca Raton Resort and Club.

With these steps accomplished, the Boca General Partner believed that
factors affecting the market for commercial real estate generally, and hotels in
particular, made this an appropriate time to explore alternatives which might
give the limited partners the choice of receiving immediate liquidity for an
investment they made in 1983 or retaining, on a potentially tax deferred basis,
a liquid investment that would in part represent a continuing interest in the
Boca Raton Resort and Club as well as an investment in a vehicle holding, or
seeking to hold, a diverse portfolio of resort and hospitality assets.

In January 1997, the Boca General Partner retained BT Securities
Corporation to act as advisor to Boca Partnership to explore the possibilities
of finding (i) a partner who privately owned resort and club properties which,
when combined with the Boca Raton Resort and Club, might represent a sufficient
asset grouping to

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37

permit the combined group of assets to form a public company; (ii) a partner who
owned (or desired to own), in a publicly-traded company, assets compatible with
those of Boca Partnership and who might be desirous of merging or joint
venturing with Boca Partnership for the purpose of implementing a high growth,
well-financed strategy to acquire, operate and develop a diversified portfolio
of destination resorts (the "Resort Operating Company Strategy"); or (iii) an
equity partner willing to finance, via a joint venture, the balance of Boca
Partnership's expansion plans and acquisitions of other resort and club
properties such that, in due course, the joint venture would become the resort
operating company and have sufficient size and profitability to launch an
initial public offering. In connection with this endeavor, in early March 1997,
Boca Partnership received an offer from Panthers Holdings which culminated in
the execution of the Contribution and Exchange Agreement.

ALTERNATIVES CONSIDERED BY BOCA PARTNERSHIP

Prior to embarking on its chosen course of action and retaining BT
Securities Corporation as advisor to Boca Partnership, three alternative
transaction types were considered by the Boca General Partner. First, the Boca
General Partner considered the possibility of an immediate sale of Boca
Partnership's assets as part of an all cash transaction. Second, the Boca
General Partner considered the possibility of a sale of Boca Partnership's
assets to a publicly-traded real estate investment trust ("REIT") in exchange
for shares in the REIT. While the Boca General Partner has received a number of
offers or indications of interest in the past regarding these two types of
transactions, they were all at valuations which were less than the present
offer. Most recently, in April 1997, the Boca General Partner received an offer
from a REIT to purchase substantially all of the assets of the Boca Partnership
for approximately $310 million, which the Boca General Partner deemed inadequate
and too conditional in comparison to the Contribution and Exchange. Third, the
Boca General Partner also analyzed the possibility of the Boca Partnership
continuing to operate the Boca Raton Resort and Club with a view toward
effecting a disposition of the Boca Raton Resort and Club after such time as the
contemplated expansion plan would have been completed and the incremental net
operating income projected to result from such expansion might have
materialized. Under this strategy, however, Boca Partnership would not be able
to dispose of the Boca Raton Resort and Club for a period of 18-24 months, and
in addition to the limited partners' investment in the Boca Raton Resort and
Club continuing to be illiquid, would involve the following risks: (i)
incremental actual net operating income relating to the contemplated expansion
plan falling short of projections; (ii) the present value of a future sale of
the Boca Raton Resort and Club being less than the offering price under the
Contribution and Exchange; and (iii) a potential downturn in the economy.

RECOMMENDATION OF THE BOCA GENERAL PARTNER

The Boca General Partner believes that the Contribution and Exchange is
fair to, and in the best interests of, the limited partners. Accordingly, the
Boca General Partner has approved the Contribution and Exchange and recommends
its approval and adoption by limited partners. However, before deciding whether
to consent to the Contribution and Exchange, the limited partners are urged to
consider carefully the basis of the Boca General Partners's recommendation
described below and the conflicts of interest and risk factors present in the
Contribution and Exchange. See "Risk Factors." In addition, the limited partners
are encouraged to consult with their independent legal, financial and tax
advisors.

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Based on its analysis of market conditions and discussions between
representatives of the Boca General Partner and representatives of BT Securities
Corporation and given the improving conditions in the broader real estate
industry and other factors that have resulted in increased investor demand for
the securities of selected real estate companies, the Boca General Partner
believes that this is an opportune time to complete the Contribution and
Exchange. It is uncertain if or for how long this opportunity will continue.
Accordingly, the Boca General Partner believes that Boca Partnership should
attempt to take advantage of the current market environment and endeavor to
complete the Contribution and Exchange while market conditions remain favorable.

The Boca General Partner also believes that the structure of the
Contribution and Exchange is attractive to the limited partners in the following
respects: (i) the transfer is "substantially" tax deferred to the limited
partners until such time as the limited partners exercise their Exchange Rights
(or the events described herein relating to the optional buy-out right or the
senior credit facility occur); (ii) the Contribution and Exchange provides the
limited partners liquidity, as they can freely exchange, in whole or in part,
their Units for Class A Common Stock, which is publicly-traded, at any time they
individually desire to do so prior to the exercise by Panthers Holdings of the
optional buy-out right; (iii) the Contribution and Exchange provides the limited
partners the option of retaining, on a potentially tax efficient basis, a liquid
investment that would in part represent a continuing interest in the Boca Raton
Resort and Club; and (iv) if the closing of the Contribution and Exchange
occurs, Panthers BRHC will be responsible for the payment of all Contribution
and Exchange costs incurred by Boca Partnership in connection with the
Contribution and Exchange.

GENERAL PARTNER'S OVERVIEW OF FAIRNESS OPINION.

BT Securities Corporation ("BT") was retained by the Boca General Partner
to express a fairness opinion for the benefit of Boca Partnership in respect of
the Contribution and Exchange. The Boca General Partner requested BT to (i)
opine, from a financial point of view, on the fairness to Boca Partnership of
receipt by it of approximately $325.0 million in aggregate consideration for the
assets and liabilities being conveyed by Boca Partnership to Panthers BHRC in
the Contribution and Exchange, see, "Opinion of Financial Advisor to Boca
Partnership -- Comparable Acquisition Analysis," and (ii) provide an analysis of
Panthers Holdings' Class A Common Stock, because that was the consideration to
be received in exchange for the assets and liabilities of Boca Partnership,
considering the $325.0 million aggregate consideration to be paid, less $195
million in debt to be assumed, at the closing price of Panthers Holdings' Class
A Common Stock of $26 3/8 on the day before the announcement of the Contribution
and Exchange. See, "Opinion of Financial Advisor to Boca Partnership -- Stock
Trading History Analysis," "-- Comparable Company Analysis" and "-- Discounted
Cash Flow Analysis."

As set forth in "Opinion of Financial Advisor to Boca Partnership," the BT
analysis addresses the above two issues as requested by the Boca General Partner
and indicates that (i) the consideration to be paid in the Contribution and
Exchange is fair from a financial point of view to Boca Partnership, and (ii)
the per share price of Panthers Holdings Class A Common Stock is within the
range of comparable company evaluation criteria.

OPINION OF FINANCIAL ADVISOR TO BOCA PARTNERSHIP.

Opinion of BT Securities Corporation to Boca Partnership. BT delivered to
Boca Partnership its written opinion that, as of June 9, 1997, the consideration
to be received by Boca Partnership pursuant to the Contribution and Exchange is
fair to Boca Partnership from a financial point of view.

THE FULL TEXT OF THE OPINION OF BT, WHICH SETS FORTH THE ASSUMPTIONS MADE,
MATTERS CONSIDERED AND LIMITS ON THE REVIEW UNDERTAKEN, IS ATTACHED AS ANNEX B
TO THIS SOLICITATION STATEMENT/PROSPECTUS. BT'S OPINION IS DIRECTED ONLY TO THE
FAIRNESS OF THE CONSIDERATION TO BE RECEIVED BY BOCA PARTNERSHIP FROM A
FINANCIAL POINT OF VIEW AND DOES NOT (I) CONSTITUTE A RECOMMENDATION TO ANY
PARTNER OF BOCA PARTNERSHIP OR ANY SHAREHOLDER OF PANTHERS HOLDINGS AS TO HOW
SUCH PARTNER OR SHAREHOLDER SHOULD VOTE OR (II) ADDRESS THE FAIRNESS OF THE
CONTRIBUTION AND EXCHANGE CONSIDERATION TO ANY CLASS OF PARTNER OF BOCA
PARTNERSHIP AS A GROUP OR INDIVIDUALLY. ALTHOUGH THE SUMMARY OF THE OPINION SET
FORTH IN THIS SOLICITATION STATEMENT/

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PROSPECTUS ADDRESSES ALL MATERIAL ASPECTS OF THE FAIRNESS ANALYSES CONDUCTED BY
BT, THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF
SUCH OPINION.

The opinion of BT was originally rendered on March 20, 1997. Pursuant to
the engagement agreement between Boca Partnership and BT, BT has been requested
to reconfirm their opinion to Boca Partnership prior to the date of the mailing
of Boca Partnership's Consent Solicitation Statement. Such reconfirmed opinion
is attached hereto as Annex B. BT has consented to the references to its opinion
contained in this Solicitation Statement/Prospectus.

In arriving at its opinion, BT (i) reviewed the financial terms and
conditions of the Contribution and Exchange Agreement; (ii) analyzed certain
historical business and financial information relating to Boca Partnership and
Panthers Holdings, including certain public filings made by Panthers Holdings
with the Securities and Exchange Commission; (iii) reviewed various financial
forecasts and other data relating to certain of the properties of Boca
Partnership and Panthers Holdings, respectively; (iv) participated in
discussions with members of the managements of Boca Partnership and Panthers
Holdings with respect to the businesses and prospects of Boca Partnership and
Panthers Holdings, respectively; (v) reviewed public information with respect to
certain other companies which BT believed to be relevant or comparable to Boca
Partnership and Panthers Holdings, the securities of which other companies are
publicly traded; (vi) reviewed the financial terms of certain other sale
transactions which BT believed to be relevant or comparable to the transaction
contemplated by the Contribution and Exchange Agreement; (vii) reviewed the
historical stock prices and trading volumes of shares of the Class A Common
Stock; and (viii) conducted such other financial studies, analyses and
investigations and considered such other information, financial studies,
analyses and economic and market data as BT deemed appropriate. In addition, in
rendering its opinion, BT assumed that the market price of Panthers Holdings
Class A Common Stock will not be less than $26.00 per share.

In connection with its review, BT did not independently verify any of the
foregoing information and relied on such information being complete and accurate
in all material respects. With respect to the financial forecasts, BT assumed
that they had been reasonably prepared on bases reflecting the best currently
available estimates and judgments as to the future financial performance of Boca
Partnership or Panther Holdings, as the case may be. In addition, BT did not
make an independent evaluation or appraisal of any of the assets of Boca
Partnership or Panther Holdings.

In connection with its June 9, 1997 fairness opinion, BT performed the
following analyses:

Comparable Acquisition Analysis. BT reviewed the consideration paid in
numerous recent resort hotel sales, including the recent sales of the following
five hotels in the southeastern United States: the Hotel Nikko in Atlanta,
Georgia; the Marriott Casa Marina Resort in Key West, Florida; the Ritz-Carlton
Buckhead in Atlanta, Georgia; the Ritz-Carlton Naples in Naples, Florida; and
the Hyatt Regency Westshore in Tampa, Florida. The comparable sales indicated
values ranging from approximately $162,000 to $330,000 on a per room basis, and
capitalization rates on estimated net operating income ranging from 8.0% to
9.5%. The transaction involving the Boca Raton Resort and Club results in
approximately a $338,000 price per room and capitalization rates on 1996 net
operating income, estimated 1997 net operating income and estimated 1998 net
operating income of 8.3%, 10.0% and 12.2%, respectively (including net
membership sales) and 7.4%, 8.5% and 10.8%, respectively (excluding net
membership sales), assuming an aggregate consideration of approximately $325.0
million to be paid to Boca Partnership (including the assumption of
liabilities).

Stock Trading History Analysis. BT considered the recent trading history
of the Class A Common Stock during the period January 2, 1997 to June 9, 1997.
During that period, the price of the Class A Common Stock ranged from $16 5/8 to
$32 1/8; during the same period the Class A Common Stock had an average daily
trading volume of 142,000 shares.

Comparable Company Analysis. BT compared certain financial information of
Panthers Holdings with that of publicly traded companies engaged in the business
segments in which Panthers Holdings is engaged. Because of the diverse holdings
of Panthers Holdings, there were no companies directly comparable to Panthers
Holdings and, accordingly, BT selected companies with operations similar to
Panthers Holdings

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40

business segments. BT considered over 40 companies in the analysis, including
companies in the hospitality, professional sports, entertainment and media
sectors.

BT compared the multiple of book value to market capitalization for fifteen
of the companies sampled to that of Panthers Holdings. Of these companies, the
multiple of book value to market capitalization ranged from 1.1 to 1.9, 1.1 to
3.0 and 1.9 to 4.0 for the companies identified in the professional sports,
entertainment and media peer groups, respectively. A range of multiples of book
value to market capitalization for Panthers Holdings' resort hotel segment was
similarly determined by reference to a number of hotel companies. The resulting
range of multiples was from 2.0 to 3.2. These book value ranges were then
related to the business segment mix of Panthers Holdings to arrive at an
indication of pro forma value. The analysis resulted in a range per share of
Panthers Holdings Class A Common Stock of $17.45 to $36.38 on a fully diluted
basis. The assumed market price of $26.00 per share referenced above is within
this range.

Discounted Cash Flow Analysis. BT undertook a discounted cash flow
analysis of future performance of the respective business segments of Panthers
Holdings to estimate a present equity value reference range of the Class A
Common Stock. A terminal value for each of the two Panthers Holdings segments
was determined using a range of multiples for each business segment of Panthers
Holdings. In connection with the calculation of a terminal value at the end of
year 2000, a range of multiples was determined for each segment. The multiple
times year 2001 forecast EBITDA was used to estimate total enterprise value at
year end 2000; this amount, less projected debt plus projected cash for the
terminal year, was added to year 2000 cash flow and discounted along with
interim period net cash flows to provide a range for the total equity present
value of Panthers Holdings. For the professional sports, entertainment and media
segment, the EBITDA multiples ranged from 10.0x to 18.2x; for the resort hotel
segment, the multiples ranged from 21.0x to 26.0x. Likewise, the cash flows for
each segment were discounted using a range of discount rates. For the
professional sports, entertainment and media segment, annual discount rates
ranging from 11.0% to 15.0% were considered; for the hotel segment, annual
discount rates ranged from 10.0% to 14.0%. The analysis resulted in a range per
share of Panthers Holdings Class A Common Stock from $20.95 to $30.69 on a fully
diluted basis. The assumed market price of $26.00 per share referenced above is
within this range.

In arriving at its opinion dated June 9, 1997, BT performed certain
financial analyses, the material portions of which are summarized above. BT
believes that its analyses and the summary set forth above must be considered as
a whole and that selecting portions of its analyses could create an incomplete
view of the process underlying the analyses undertaken by BT. In performing its
analyses, BT made numerous assumptions with respect to industry performance,
general business, economic, market and financial conditions and other matters,
many of which are beyond the control of Panthers Holdings and Boca Partnership.
The above indicated ranges do not purport to be indicative of actual trading
values of Class A Common Stock, which may be significantly more or less than the
indicated ranges. Actual trading values will depend upon several factors,
including events affecting Panthers Holdings' industry, general economic, market
and interest rate conditions and other factors which generally influence the
price of securities.

No company or transaction used in the comparable company analysis or
comparable acquisition analysis summarized above is identical to Panthers
Holdings or the contemplated transaction. Accordingly, any such analysis of the
value of the proposed Contribution and Exchange involves complex considerations
and judgments concerning differences in the potential financial and operating
characteristics of the comparable companies and other factors in relation to the
trading and acquisition values of the comparable companies and publicly
announced transactions.

Fees to be Paid to BT. Boca Partnership has agreed to pay BT $250,000 for
rendering each of the March and June fairness opinions. In addition, Boca
Partnership has agreed to pay BT an advisory fee of approximately $6.8 million
and to reimburse BT for its out-of-pocket expenses, including reasonable fees
and disbursements of counsel. Further, an affiliate of BT will receive
approximately $2.0 million of a prepayment fee that will be paid in respect of
the retirement of certain indebtedness upon consummation of the Contribution and
Exchange.

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41

INTEREST OF THE BOCA GENERAL PARTNER AND ITS AFFILIATES IN THE CONTRIBUTION AND
EXCHANGE

The Boca General Partner and its affiliates will be entitled to receive
certain compensation and payments in connection with the Contribution and
Exchange in the form of (i) Rights and Warrants, (ii) shares of Class A Common
Stock in satisfaction of a previously deferred fee obligation of the Boca
Partnership to the Boca General Partner and (iii) employment and consulting
agreements between Panthers Holdings and its affiliates.

Based on the calculation relating to the distribution of the Rights and the
Warrants, the Boca General Partner will receive approximately 6.81% of the
aggregate Rights and 9.5% of the aggregate Warrants received by Boca Partnership
in payment of the fee owed to it pursuant to the Boca Partnership Agreement.
Boca Partnership owes the Boca General Partner $3.725 million as a deferred fee
obligation, and in satisfaction thereof, the Boca General Partner will also
receive up to 141,232 shares of Class A Common Stock.

The Contribution and Exchange Agreement provides, for the purpose of (i)
maintaining a continuity of management and operations at the Boca Raton Resort
and Club and (ii) implementing the Resort Operating Company Strategy, that
Panthers Holdings will enter into employment or consulting agreements with
Messrs. Fowler and Callaghan (or their respective firms). Affiliates of Messrs.
Fowler and Callaghan control the Boca General Partner. As currently
contemplated, Messrs. Fowler and Callaghan would each enter into three year
employment agreements providing for annual salaries of $250,000 for 50% of their
time, and will each receive stock options for 250,000 shares of Class A Common
Stock with an exercise price of $26 3/8 per share, which options will ratably
vest over a three year period with forfeiture of such options upon the
occurrence of certain events. In addition, each of Messrs. Fowler and Callaghan
will have the right to purchase 94,787 shares of Class A Common Stock for $0.50
per share. Such right to purchase the shares of Class A Common Stock will be
exercisable in equal annual installments over a period of three years. It is
contemplated that Mr. John Temple would enter into a three year consulting
agreement providing for an annual fee of $80,000 for 10% of his time and will
receive stock options for 50,000 shares of Class A Common Stock with an exercise
price of $26 3/8 per share. Therefore, the General Partner and its Affiliates
may stand to benefit if the Transaction is approved. See "Certain Risk
Factors -- Conflicts of Interest."

EXPENSES OF THE CONTRIBUTION AND EXCHANGE

The Boca Partnership will incur certain expenses in connection with the
Contribution and Exchange, which expenses are expected to be approximately $11
million. Such expenses include legal fees, financial advisory fees, accounting
fees, consent solicitation expenses and fees relating to the fairness opinion.

If the closing of the Contribution and Exchange occurs, Panthers BRHC will
be responsible for the payment of all such expenses incurred by the Boca
Partnership. However, if the closing of the Contribution and Exchange does not
occur, Boca Partnership will be responsible for the payment of such expenses
(other than that portion of the fee owed to BT Securities Corporation which is
only payable upon the closing of the Contribution and Exchange) from its own
funds.

NO APPRAISAL OR DISSENTERS' RIGHTS FOR THE LIMITED PARTNERS

If the limited partners owning the requisite number of Units consent to the
Contribution and Exchange, all the limited partners of the Boca Partnership will
be bound by such consent, including the limited partners who have not returned
their consents or who have not consented to the Contribution and Exchange. None
of the Boca Partnership Agreement, Florida law or the proposed terms and
conditions of the Contribution and Exchange provide the limited partners who
object to the Contribution and Exchange with the right to exercise any
dissenters', appraisal or similar rights.

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THE CONTRIBUTION AND EXCHANGE

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

GENERAL

Upon the terms and subject to the provisions of the Contribution and
Exchange Agreement, all of the assets of Boca Partnership will be transferred to
Panthers BRHC. As set forth in the Contribution and Exchange Agreement, Panthers
Holdings, through the managing general partner, limited partner and Panthers
BRHC, will pay the following consideration: (i) a non-managing general
partnership interest in Panthers BRHC; (ii) Warrants to purchase approximately
918,104 shares of the Class A Common Stock; (iii) the Share Consideration of
which (a) up to 141,232 shares may be used to pay deferred fees owed by Boca
Partnership to the Boca General Partner; (b) 189,574 shares will be used to
compensate Messrs. Theodore V. Fowler and Dennis J. Callaghan, who through their
affiliates control the Boca General Partner, as consideration for their
involvement in integrating Boca Raton Resort and Club into Panthers Holdings;
(c) the Fee Shares will be used to pay additional interest charges to the holder
of the third mortgage on Boca Partnership's assets and other persons to whom
Boca Partnership is obligated to pay fees; and (d) the balance of the shares, or
up to approximately 4,237,891 shares, will attach to Rights which, when
distributed to the Boca General Partner and the limited partners in accordance
with the partnership agreement of Boca Partnership, will entitle such holders,
without any additional consideration, to sell their partnership interests to an
affiliate of Panthers Holdings in exchange for approximately 4,237,891 shares of
Class A Common Stock exercisable at any time before January 1, 2001; and (iv)
the assumption of indebtedness of Boca Partnership in the amount of
approximately $195.0 million, of which approximately $85.0 million will be
repaid or refinanced upon consummation of the Contribution and Exchange. Of the
$85.0 million to be repaid, $45.0 million will be paid from Panthers Holdings'
working capital and $40.0 million will be paid from the incurrence of additional
debt. Under the terms of the Contribution and Exchange Agreement, the 4,928,917
shares of Class A Common Stock expected to be issued may be adjusted depending
on the final closing date determination of the partnership debt to be repaid,
which determination may vary based on prevailing interest rates and the actual
date of closing.

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

THE RIGHTS AND THE WARRANTS

The Rights to be issuable in connection with the Contribution and Exchange
will be exercisable for an aggregate of approximately 4,237,891 shares of the
Class A Common Stock. Each of the Rights will be immediately exercisable,
without further consideration, for one share of the Class A Common Stock. The
Rights will expire on January 31, 2001.

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

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43

DISTRIBUTION OF FEE SHARES, RIGHTS AND WARRANTS

The Fee Shares, Rights and the Warrants will be distributed based on the
following distribution calculation methodology(1):

Number of
Underlying Fee
Dollar Shares and
Value of Exchange Number of
Consideration Rights Warrants(8)
------------- -------------- -----------

A. THE BASE CONSIDERATION
Senior Mortgage Indebtedness Assumed........................ $110,000,000
Other Loan and Indebtedness Repayments......................
Subordinate First Mortgage Note (including premium)..... 24,000,000
Second Mortgage Note (including premium)................ 51,000,000
Third Mortgage Note..................................... 500,000
RMA Note................................................ 9,700,000
-----------
Subtotal............................................ 85,200,000
===========
Deferred Fee Due to Boca General Partner.................... 3,725,000
------------
Total Assumed Liabilities........................... 198,925,000
===========
Balance Payable in Fee Shares, Rights and Panthers BRHC
Interest.................................................. 121,075,000(2)
-----------
Total Base Consideration............................ $320,000,000
===========
B. PAYMENTS OF FEE SHARES AND RIGHTS
Fee Shares Due Third Mortgage Holder(3)
Base Payment............................................ 750,000
Bonus Payment (@ 5% of balance after Base Payment)...... 6,016,250
===========
less: Previously Paid Additional Interest............... (125,000)
----------- --------- -------
Subtotal............................................ 6,641,250 251,801 45,905
=========== ========= =======
Limited Partner Distribution (subject to Fee agreements).... 114,433,750
===========
Fee Shares Due Temple Management Co.(4)
Base Payment............................................ 150,000
1/4% on 1st $25,000,000................................ 62,500
1/2% on 2nd $25,000,000................................ 125,000
1% of Remaining Balance................................. 644,338
----------- --------- -------
Subtotal............................................ 981,838 37,226 8,722
=========== ========= =======
Fee Shares Due Operating Management(5)
7.5% on 1st $25,000,000 over $83,500,000................ 1,631,890
10.0% of Net Balance (After Payments to Temple
Management Co. & The Boca Raton Management Company
("BRMC").............................................. N/A
----------- --------- -------
Subtotal............................................ 1,631,890 61,873 58,219
=========== ========= =======
Rights Due BRMC(6)
Deferred Fee from Prior Distribution (1% of
$2,500,000)........................................... 25,000
Fee on Next $47,500,000................................. 1,475,000
10.0% of Net Balance.................................... 6,693,375
----------- --------- -------
Subtotal............................................ 8,193,375 310,649 87,220
=========== ========= =======
Rights Due Limited Partners
Return of Capital -- 'A' Units (net of prior $2.5 mm
distribution)......................................... 48,100,000 1,823,667
-- 'B' Unit.............................. 790,500 29,972
'A' Unit Cumulative Preference Return(7)................ 54,736,147 2,075,304 718,038
=========== ========= =======
Post Preference Payment Share -- 'A' Unit............... N/A N/A N/A
-- 'B' Unit.................. N/A N/A N/A
----------- --------- -------
Subtotal............................................ 103,626,647 3,928,972 718,038
=========== ========= =======
Total Value of Fee Shares and Rights.................. $121,075,000 4,590,521 918,104
=========== ========= =======
Aggregate 'A' Unit Share of Base Consideration.............. $102,836,147
===========
'A' Unitholder Per Unit Base Consideration and Warrants..... $ 406,467 15,411 2,838
=========== ========= =======

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

(1) The distribution calculation is based on a $26 3/8 price per share of Class
A Common Stock at closing and an estimated closing date of June 30, 1997. As
the payment of certain fees and/or payments to the Boca General Partner and
other parties is based on the aggregate value of the consideration received
from the Contribution and Exchange and the timing of the closing of the
Contribution and Exchange, a different price per share at closing (or a
different closing date) would result in a different distribution
calculation. The distribution calculation is also based on all of the Rights
retained by Panthers Holdings ultimately being distributed to Boca
Partnership. ACTUAL DISTRIBUTIONS MAY VARY FROM THIS CALCULATION.
(2) Aggregate equity consideration is (i) approximately $121.0 million, which
represents, after deducting from the Base Consideration (as defined below)
all assumed liabilities, the value of the Class A Common Stock which would
be received in Fee Shares and upon exercise of all of the Rights based on a
$26 3/8 price per share plus (ii) the value of the Warrants which, for the
purposes of the distribution calculations have been allocated according to
percentage shares as provided for in the subject agreements relating
thereto. The Base Consideration consists of (A) assumption by Panthers BRHC
of Boca Partnership's $110.0 million senior indebtedness, (B) the assumption
of all Boca Partnership's junior mortgage indebtedness and unsecured
indebtedness, including prepayment penalties, estimated to be approximately
$85.0 million and (C) up to 141,232 shares of Class A Common Stock which may
be used to pay deferred fees owed by Boca Partnership to the Boca General
Partner.
(3) See "Business of Boca Partnership -- Mortgages and Other Loans Payable."
(4) John Temple, the owner of Temple Management Co., was provided a consulting
agreement in connection with BRMC's removal of VMS as general partner of
Boca Partnership in January 1993; the agreement provides for these fees to
be paid in connection with a transaction such as the Contribution and
Exchange.
(5) The five senior executives of Boca Partnership responsible for the
day-to-day operations of the Boca Raton Resort and Club were given new
employment agreements, which, in return for reduced current salaries and
more stringent performance tests attributable to earning annual bonuses,
provided for incentive compensation fees to be paid in connection with a
transaction such as the Contribution and Exchange.
(6) This payment is the fee to be paid to the Boca General Partner pursuant to
Section 9(d)(v) of the Boca Partnership Agreement. This payment includes (i)
a deferred fee of $25,000 accruing in respect of a prior distribution made
by Boca Partnership to the limited partners in the amount of $2.5 million
and (ii) is calculated in conformity with the cash value of the
consideration. The Boca General Partner does not intend to receive any
distributions pursuant to Section 11 of the Boca Partnership Agreement.
(7) Limited partners owning 'A' units are entitled, pursuant to the Boca
Partnership Agreement, to receive cumulative annual 10% preference return
distributions in respect of their original $50.6 million capital
contribution to Boca Partnership before the holders of the 'B' unit share in
additional distributions. As the amount of cumulative preference returns to
which the 'A' unitholders are entitled exceeds the remaining value of Base
Consideration available for distribution (after all prior applications of
such Base Consideration), the interest of the 'B' unit in the Base
Consideration is limited to the return of its original capital investment.
(8) Warrants are allocated to the fee interests therein at the applicable
percentage, with the net balance available to the 'A' unitholders in further
satisfaction of their right to receive cumulative preference returns as
discussed in Note 7 above.

BACKGROUND OF THE CONTRIBUTION AND EXCHANGE

In early March 1997, the Boca General Partner indirectly contacted the
management of Panthers Holdings through the Boca General Partner's financial
advisor to inquire as to whether Panthers Holdings would be interested in
acquiring the Boca Raton Resort and Club. Boca Partnership chose to approach
Panthers Holdings regarding a potential acquisition because Panthers Holdings
had recently acquired resort hotel properties in South Florida and Panthers
Holdings' willingness to consider further acquisitions activity had been
publicly disclosed. Panthers Holdings is constantly reviewing possible
acquisition candidates, but no specific alternative transaction was considered
in lieu of the Contribution and Exchange. Boca Partnership considered a sale for
cash, a sale to a real estate investment trust and continuing to operate
independently as alternatives to the Contribution and Exchange. However, Boca
Partnership elected to pursue the Contribution

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45

and Exchange because Panthers Holdings' offer was the highest offer made and
because of the uncertainty of closing any one of the alternative sale
transactions. With regard to the option of continuing to operate independently,
Boca Partnership chose to engage in the Contribution and Exchange because of the
risk that the present value of an ultimate future sale price might be less than
the consideration to be received in connection with the Contribution and
Exchange and the risk that there might be a downturn in the economy prior to
such future sale. See "Solicitation of Written Consents -- Alternatives
Considered by Boca Partnership."

After discussing the opportunity internally, management of Panthers
Holdings contacted the Boca General Partner and indicated that Panthers Holdings
was interested in engaging in preliminary discussions regarding the possible
acquisition of the Boca Raton Hotel and Club. Thereafter, Panthers Holdings and
its representatives, conducted a detailed due diligence investigation of the
business and operations of Boca Partnership and the Boca Raton Hotel and Club.
The due diligence investigation included, among other things, a physical
inspection of the Boca Raton Resort and Club and a review of the organizational
records, material contracts and financial records of Boca Partnership and the
Boca Raton Resort and Club. The due diligence investigation did not reveal any
extraordinary risks associated with Boca Partnership or Boca Raton Resort and
Club. Prior to the commencement of negotiations relating to the Contribution and
Exchange, there were no material business relationships between Boca Partnership
or its affiliates, on the one hand, and Panthers Holdings or its affiliates, on
the other hand.

Based on the results of its due diligence investigation, Panthers Holdings'
management and advisors began negotiations on the Contribution and Exchange
Agreement. After extensive discussions, Panthers Holdings proposed and the Boca
General Partner agreed to a valuation of Boca Partnership equal to approximately
$325.0 million. This valuation was based on a subjective rather than
quantitative analysis, and was based, in part, on the historical cash flows from
operations of Boca Raton Resort and Club, as well as the value to be provided by
improvements currently under construction and a golf course currently under
renovation. By way of comparison, in July 1996, Boca Partnership was appraised
at a value of $221.5 million ($283.5 million assuming the completion of
expansion plans then in progress) in connection with the negotiation of a $165.0
million financing. The valuation of $325.0 million represents a premium of
approximately 47% compared to the appraised value of $221.5 million and a
premium of approximately 15% compared to the appraised value of $283.5 million.
No subsequent material changes have been made to the consideration to be paid in
connection with the Contribution and Exchange. On March 19, 1997, a draft of the
Contribution and Exchange Agreement was presented at a special meeting of the
Board of Panthers Holdings. At the meeting, the Board proceeded to consider the
merits of the proposed Contribution and Exchange. Specifically, in analyzing the
proposed Contribution and Exchange, the Board considered the financial and other
terms of the Contribution and Exchange Agreement, the historical operating
results of Boca Partnership, the potential future impact of improvements
currently in process (i.e., the convention center under construction and the
extensive golf course renovations), the opportunity to acquire a unique and
historic property such as the Boca Raton Resort and Club and the opportunity to
expand Panthers Holdings' leisure and recreation business. In evaluating the
Contribution and Exchange, the Board did not seek the assistance of a financial
advisor, but instead relied upon the substantial experience of the directors and
officers of Panthers Holdings in valuing acquisition candidates. After a
thorough discussion of the material terms of the Contribution and Exchange
Agreement, the Board of Panthers Holdings unanimously approved the Contribution
and Exchange.

The Board considered the valuation of the Boca Partnership properties
relative to the market capitalization of Panthers Holdings in determining the
number of shares to be issuable in the Contribution and Exchange. Given the
relative value of Boca Partnership to Panthers Holdings and the substantial
number of shares to be issued in the Contribution and Exchange, the Board
determined that issuance of a set number of shares, which number is subject to
adjustments based on amount of total obligations to be assumed, was appropriate.
The total of 5,848,538 shares to be issuable in connection with the Contribution
and Exchange was determined based on the $325.0 million purchase price less the
assumed liabilities of Boca Partnership.

Panthers Holdings and Boca Partnership agreed to use the Rights and the
Warrants as a portion of the consideration in the Contribution and Exchange
because such a structure met Panthers Holdings' desire to use

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46

its capital stock in connection with acquisitions and Boca Partnership's desire
to provide its limited partners with a tax deferral option. Panthers Holdings
decided to assume all of Boca Partnership's assumable debt, with the remainder
of the consideration to be predominantly in the form of the Rights and Warrants.
The general partnership also agreed to issue the non-managing general
partnership interest to facilitate the desired tax-deferred status of the
transaction. The number of shares issuable upon the exercise of the Rights
reflect the agreed upon consideration of approximately $325.0 million, less the
amount of assumed liabilities. The Warrants were issued at an above-market
exercise price to provide Boca Partnership with the opportunity to participate
in possible upside equity appreciation.

The Contribution and Exchange Agreement was executed on March 20, 1997, and
the proposed Contribution and Exchange was announced by press release on March
20, 1997.

REASONS FOR THE CONTRIBUTION AND EXCHANGE AGREEMENT; RECOMMENDATION OF THE BOARD

THE BOARD OF PANTHERS HOLDINGS BELIEVES THAT THE TERMS OF THE CONTRIBUTION
AND EXCHANGE ARE FAIR TO THE PANTHERS HOLDINGS' SHAREHOLDERS, FROM A FINANCIAL
POINT OF VIEW, AND RECOMMENDS THAT THE SHAREHOLDERS OF PANTHERS HOLDINGS CONSENT
TO THE PROPOSALS TO APPROVE AND ADOPT THE CONTRIBUTION AND EXCHANGE AGREEMENT
AND THE TRANSACTION CONTEMPLATED THEREBY.

In making its determination, the Board considered the following material
factors:

(1) the financial and other terms and conditions of the Contribution
and Exchange Agreement;

(2) the belief of the Board that, based on historical cash flows and
income from operations of Boca Partnership, the acquisition of the assets
of Boca Partnership would provide Panthers Holdings with a means of
internally generating growth in revenue, cash flow and operating income.
The basis of Panthers Holdings' determination in this regard was a review
of the historical financial results of Boca Partnership;

(3) the potential future benefits to be derived from group business
which will be attracted and retained as a result of the completion of Boca
Partnership's current construction projects in progress; and

(4) the desire of Panthers Holdings to continue pursuing its strategy
of becoming a diversified sports, entertainment and leisure company by
taking advantage of the opportunity to acquire unique, high-profile resort
properties.

The Board did not assign relative weights to the foregoing factors or
determine that any factor was of particular importance. Rather, the Board viewed
its position and recommendations as being based on the totality of the
information presented to and considered by it. Individual members of the Board
may have given different weights to different factors. The Board also considered
certain risks associated with expanding Panthers Holdings' resort hotel
business, such as seasonality of the hotel business in South Florida and the
general impact that economic trends can have on tourism and the hotel industry,
as well as the outstanding mortgage debt of Boca Partnership. Additionally, the
Board considered the historical net losses realized by Boca Partnership, but
discounted these net losses due to the fact that historical cash flows of Boca
Partnership are substantial and such net losses (i) resulted largely from
substantial interest expenses associated with the significant debt carried on
the property and high interest rates associated with certain components of such
debt, (ii) include substantial non-cash charges for depreciation and
amortization and (iii) exclude cash flow from the sale of net new Premier Club
memberships which have been significant on a recurring basis. Although the
Contribution and Exchange will be dilutive from a percentage ownership and
voting power standpoint to current shareholders, the Contribution and Exchange
will be accretive with respect to pro forma earnings per share. For a discussion
of the effect of the Contribution and Exchange on Panthers Holdings' results of
operations, anticipated liquidity and capital resources, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations of
Panthers Holdings."

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The summary contained in this section sets forth the opinion of Akerman,
Senterfitt & Eidson, P.A., counsel to Panthers Holdings, regarding the material
United States federal income tax consequences to Boca

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47

Partnership's limited partners (the "Limited Partners") and to Panthers Holdings
arising from the Contribution and Exchange. This summary is based upon the
Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury
Regulations adopted thereunder, reported judicial decisions and IRS rulings all
as currently in effect as of the date hereof, and all of which are subject to
prospective or retroactive change in a manner which could adversely affect the
Limited Partners.

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

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

PARTNERSHIP CLASSIFICATION

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

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

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realized after the consummation of the Contribution and Exchange by Boca
Partnership with respect to its interest in Panthers BRHC would not be treated
as passive income.

Assuming Boca Partnership currently qualifies to be taxed as a partnership
for federal income tax purposes, and while not free from doubt, it is the
opinion of tax counsel that the consummation of the Contribution and Exchange
and the distribution and exercise of Rights should not cause Boca Partnership to
become a publicly-traded partnership and taxed as a corporation.

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

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

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

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

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

GENERAL TAX TREATMENT OF THE TRANSACTION

Generally, no gain or loss is recognized under Section 721 of the Code by a
partner on the transfer of assets to a partnership in exchange for a partnership
interest. The transfer of assets by Boca Partnership to

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Panthers BRHC in exchange for a partnership interest in Panthers BRHC has been
structured to facilitate non-recognition of gain under Section 721 of the Code.
The partner's adjusted tax basis in the partnership interest is equal to the
adjusted tax basis of the assets transferred to the partnership. If, however,
the transferred assets transferred to the partnership are subject to
liabilities, the transferring partner recognizes gain to the extent (i) the
amount of the liabilities subject to the transferred assets, exceeds (ii) the
sum of (x) the adjusted basis of the transferred assets, and (y) the partner's
share of the liabilities of the transferee partnership immediately after the
transfer. Any gain recognized would be treated as gain from the sale or exchange
of the transferred assets.

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

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

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

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

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

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other are presumed to be a sale unless the facts and circumstances clearly
establish that either the transfers do not constitute a sale or an exception to
disguised sale treatment applies.

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

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

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

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

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

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

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

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

A Limited Partner who purchased one Unit in the original offering of Boca
Partnership paid $200,000 for the Unit which, together with the Partner's share
of the Partnership's nonrecourse liabilities, established the

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Partner's initial tax basis in his Unit. Based on Boca Partnership's prior tax
reporting, for the period ended December 31, 1996, primarily as a result of the
allocation of losses, such Partner's tax basis of his or her Unit has been
decreased in the aggregate amount of approximately $604,500. Following enactment
of the passive loss limitations in the Tax Reform Act of 1986, individual
Limited Partners have been restricted from deducting the full amount of losses
from the Partnership, except generally to the extent such Partners have had
passive activity income from the Partnership or from other investments (such as
from being limited partners in other partnerships engaged in an active
business). For example, assuming an original Limited Partner has had no passive
activity income or losses other than from ownership of a Unit, on December 31,
1996, such Limited Partner could have suspended passive activity losses of
approximately $344,400, which will be allowed as a deduction against passive
activity income from a sale or exchange of his Unit or from Boca Partnership's
sale or exchange of its assets. If the Limited Partner receives Exchange Rights
exercisable for 15,645 shares of Panthers Class A Common Stock which trade at
$26.375 per share plus Panthers' Warrants and immediately exercises the Exchange
Rights, the value of the Panthers Class A Common Stock received would be
approximately $412,600 resulting in a taxable passive activity gain to the
Partner of approximately $817,000 plus the value of the Panthers' Warrants, most
of which gain would be taxable as a long-term capital gain and as passive
activity income. The Partner would also be allowed to deduct against such gain
the amount of any suspended passive losses ($344,400 if none of these suspended
losses have been used against passive activity income from other investments.)
If the Panthers Class A Common Stock were then sold for $26.375 per share, the
former Partner would have no further gain or loss on the sale and would receive
$412,600 in cash (excluding selling expenses).

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

TAX CONSEQUENCES OF THE SALE

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

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

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consideration received, as increased by any valuation adjustment attributable to
the Rights and Warrants, as being received in exchange for a portion of all of
the Contributed Assets, resulting in a substantial gain.

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

THE CONTRIBUTION OF ASSETS FOR THE GENERAL PARTNERSHIP INTEREST

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

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

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

THE DISTRIBUTION OF THE RIGHTS AND WARRANTS

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

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

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

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

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

THE LIMITED PARTNERS SHARE OF DEBT

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

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

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

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

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

THE EXERCISE OF THE RIGHTS AND EXERCISE OF THE WARRANTS

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

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

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

TAX CONSEQUENCES OF AN INVESTMENT IN PANTHERS BRHC

Income, gains, losses, deductions and credits of Panthers BRHC for federal
income tax purposes will be allocated to Boca Partnership, and thereafter to the
Boca General Partner and the Limited Partners, in a

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manner generally consistent with the respective partnership agreements. Such
allocations are intended to conform with existing Treasury Regulations.

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

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

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

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

TAX CONSEQUENCES OF A SALE OF PARTNERSHIP INTERESTS

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

For purposes of the passive activity loss limitations of the Code, gain or
loss recognized from transactions treated as a sale or exchange of a limited
partnership interest, such as the transfer of the Contributed Assets,
distribution of Rights and Warrants, and conversion of Rights, generally will be
treated as passive activity income or loss. Passive activity income recognized
by a Limited Partner generally may be used to offset passive loss from Boca
Partnership or other passive activities of such Limited Partner.

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

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THE CONTRIBUTION AND EXCHANGE AGREEMENT

The following is a brief summary of certain terms of the Contribution and
Exchange Agreement, a copy of which is attached as Annex A to this Solicitation
Statement/Prospectus and is incorporated herein by reference. All material terms
of the Contribution and Exchange Agreement are discussed herein. However, this
summary is qualified in its entirety by reference to the full text of the
Contribution and Exchange Agreement.

THE CONTRIBUTION AND EXCHANGE AGREEMENT

Upon the terms and subject to the provisions of the Contribution and
Exchange Agreement, all of the assets of Boca Partnership will be transferred to
Panthers BRHC. In consideration for such assets, Panthers Holdings, through the
managing general partner, limited partner and Panthers BRHC, will pay the
following consideration: (i) a non-managing general partnership interest in
Panthers BRHC; (ii) Warrants to purchase approximately 918,104 shares of Class A
Common Stock; (iii) the Share Consideration of which (a) up to 141,232 shares
may be used to pay deferred fees owed by the Boca Partnership to the Boca
General Partner; (b) 189,574 shares will be used to compensate Messrs. Theodore
V. Fowler and Dennis J. Callaghan, who through their affiliates control the Boca
General Partner, for their involvement in integrating Boca Raton Resort and Club
into Panthers Holdings; (c) the Fee Shares will be used to pay additional
interest charges to the holder of the third mortgage on Boca Partnership's
assets and other persons to whom Boca Partnership is obligated to pay fees; and
(d) the balance of the shares, or up to approximately 4,237,891 shares, will
attach to Rights which, when distributed to the Boca General Partner and the
limited partners in accordance with the partnership agreement of Boca
Partnership, will entitle such holders, without any additional consideration, to
sell their partnership interests to an affiliate of Panthers Holdings in
exchange for 4,237,891 shares of Class A Common Stock exercisable at any time
before January 1, 2001; and (iv) the assumption of indebtedness of Boca
Partnership in the amount of approximately $195.0 million, of which
approximately $85.0 million will be repaid upon consummation of the Contribution
and Exchange. Of the $85.0 million to be repaid, $45.0 million will be paid from
Panthers Holdings' working capital and $40.0 million will be paid from the
incurrence of additional debt. Consummation of the acquisition is subject to
customary conditions, including the receipt of requisite approvals from the
shareholders of Panthers Holdings and the limited partners of Boca Partnership.
Under the terms of the Contribution and Exchange Agreement, the 4,928,917 shares
of Class A Common Stock expected to be issued may be adjusted depending on the
final closing date determination of the partnership debt to be repaid, which
determination may vary based on prevailing interest rates and the actual date of
closing.

REPRESENTATIONS AND WARRANTIES

The Contribution and Exchange Agreement contains various representations
and warranties, none of which will survive the Closing Date. The representations
and warranties of Boca Partnership, the Boca General Partner and BRMC relate to,
among other things: (i) the organization and current status of Boca Partnership,
the Boca General Partner and BRMC, (ii) subsidiaries of Boca Partnership, (iii)
the power and authority of Boca Partnership, the Boca General Partner and BRMC
to conduct business as now conducted and to enter into the Contribution and
Exchange Agreement, (iv) the due execution and enforceability of the
Contribution and Exchange Agreement, (v) pending or threatened litigation
involving Boca Partnership, the Boca General Partner and BRMC, (vi) government
consents or approvals needed to effectuate the Contribution and Exchange, (vii)
the financial statements of Boca Partnership, (viii) liabilities of Boca
Partnership, (ix) real estate of Boca Partnership, (x) lack of condemnation
proceedings involving Boca Partnership, (ix) ownership of assets, (xii)
compliance with applicable laws, (xiii) labor and employment matters, (xiv)
employee benefit matters, (xv) tax matters, (xvi) licenses and permits, (xvii)
insurance matters, (xviii) adequacy of assets, (xvix) relationships with
customers and suppliers, (xx) affiliated party transactions, (xxi) intellectual
property, (xxii) material contracts, (xxiii) access to Boca Partnership
information, (xxiv) bank accounts, (xxv) business locations, (xxvi) fictitious
names, (xxvii) the lack of an obligation to pay any finder, broker or agent fees
or commissions, (xxviii) Premier Club Notes and Deposits, as such terms are
defined in the Contribution and Exchange Agreement, and (xxix) environmental
matters.

The representations and warranties of Panthers Holdings relate to: (i) the
organization and current status of Panthers Holdings, (ii) the power and
authority of Panthers Holdings to enter into the Contribution and Exchange
Agreement, (iii) the due execution and enforceability of the Contribution and
Exchange

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Agreement, (iv) valid issuance of the General Partnership Interests, the
Panthers Warrants and the underlying Panthers Class A Common Stock to be issued
in connection with the Contribution and Exchange, (v) the lack of an obligation
to pay any finder, broker or agent fees or commissions, (vi) the fact that the
execution and delivery of the Contribution and Exchange Agreement will not
violate any laws or other provisions applicable to Panthers Holdings or Panthers
BRHC, (vii) the timeliness and accuracy of Panthers Holdings' Securities and
Exchange Commission filings, and (viii) the capitalization of Panthers Holdings.

CERTAIN COVENANTS

Prior to the Closing Date, Boca Partnership has agreed to, among other
things, to conduct its business only in the ordinary and usual course of
business, consistent with past practice.

CONDITIONS PRECEDENT TO CLOSING

The obligations of Boca Partnership to consummate the Contribution and
Exchange are subject to satisfaction of the following additional conditions on
or prior to the Closing Date, unless waived: (i) the representations and
warranties of Panthers Holdings shall be true and correct at and as of the
Closing Date; (ii) Panthers Holdings shall have performed and complied with all
of its obligations under the Contribution and Exchange Agreement; (iii) Panthers
Holdings shall have delivered a certificate to Boca Partnership certifying that
the representations and warranties as provided in the Contribution and Exchange
Agreement are true and correct and that all obligations have been complied with
and performed; and (iv) there shall be no pending or threatened litigation
against Panthers Holdings which could reasonably be expected to impair the
Contribution and Exchange Agreement.

The obligations of Boca Partnership, the Boca General Partner and BRMC to
consummate the Contribution and Exchange are subject to satisfaction of the
following additional conditions on or prior to the Effective Time, unless
waived: (i) The representations and warranties of Panthers Holdings contained in
this Agreement shall be true and correct at and as of the Closing Date with the
same force and effect as though made at and as of that time, (ii) Panthers
Holdings shall have performed and complied with all of its obligations required
by this Agreement to be performed or complied with at or prior to the Closing
Date, (iii) Panthers Holdings shall have delivered to a representative of Boca
Partnership a certificate, dated as of the Effective Date, and signed by a duly
authorized executive officer, certifying that such representations and
warranties are true and correct and that all such obligations have been complied
with and performed, (iv) Boca Partnership shall have received all of the Rights
(less the Held Back Interests) and the Warrants, (v) There shall not be pending
or threatened any action or proceeding by or before any court or other
governmental body which in the judgment of the Boca General Partner makes it
inadvisable to proceed with the transactions contemplated hereunder and other
transactions contemplated by the Contribution and Exchange Agreement, (vi) Any
applicable Hart-Scott-Rodino waiting period shall have expired or been
terminated, (vii) All required partner consents shall have been obtained, (viii)
The registration statement(s) required by the Contribution and Exchange
Agreement shall be effective, (ix) Boca Partnership shall have received an
opinion dated as of the Closing Date from counsel for Panthers Holdings, in form
and substance acceptable to Partnership, to the effect that: (a) Panthers
Holdings is a corporation duly organized, validly existing and in good standing
under the laws of the State of Florida; Panthers has the requisite power and
authority to carry on its business as now being conducted; (b) Panthers Holdings
has the power and authority to execute and deliver this Agreement, to perform
their respective obligations hereunder and to consummate the transactions
contemplated hereby; (c) Panthers Holding has taken all action necessary to
authorize its execution and delivery of this Agreement including obtaining all
required consents; and (d) The execution and delivery of this Agreement by
Panthers Holdings and the performance of its agreements in this Agreement do not
violate the Articles of Incorporation, or the Bylaws of Panthers Holdings; (x)
This Agreement has been duly executed and delivered by Panthers and constitutes
a legal, valid and binding obligation of it enforceable against each of them in
accordance with its terms, except as the same may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and general equitable principles
regardless of whether such enforceability is considered in a proceeding at law
or in equity, (xi) Upon consummation of the transactions contemplated hereunder
and the

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issuance and delivery of certificates representing the Panthers Shares, the
Panthers Shares will be validly issued, fully paid and non-assessable shares of
Panthers Common Stock; and (g) There shall not have occurred a Material Adverse
Effect with respect to Panthers Holdings which causes the stock price of
Panthers Holdings on the NASDAQ Stock Market to fall below $26.375.

The obligation of Panthers Holdings to consummate the Contribution and
Exchange Agreement is subject to satisfaction of the following additional
conditions on or prior to the Closing Date, unless waived: (i) the
representations and warranties of Boca Partnership, the Boca General Partner and
BRMC contained in the Contribution and Exchange Agreement shall be true and
correct in all material respects at and as of the Closing Date with the same
force and effect as though made at and as of that time, (ii) Boca Partnership,
the Boca General Partner and BRMC shall have performed and complied in all
material respects with all of their respective obligations required by this
Agreement to be performed or complied with at or prior to the Closing Date,
(iii) Boca Partnership, the Boca General Partner and BRMC shall have delivered
to Panthers a certificate, dated as of the Closing Date, duly signed (in the
case of the Partnership, by its General Partner), certifying that such
representations and warranties are true and correct in all material respects and
that all such obligations have been complied with and performed in all material
respects, (iv) there shall have been no Material Adverse Change to Boca
Partnership, and there shall have been delivered to Panthers Holdings a
certificate to that effect, dated the Closing Date and signed by or on behalf of
Boca Partnership, (v) the General Partner shall have delivered to Panthers
Holdings a certificate of good standing of Boca Partnership issued by the
Secretary of State of the State of Florida and each other state in which Boca
Partnership is qualified to do business as of a date not more than fifteen (15)
days prior to the Closing Date, (vi) Boca Partnership shall have delivered to
Panthers the certificate of the Boca General Partner of the Partnership
authorizing the transactions contemplated by the Contribution and Exchange
Agreement, (vii) Panthers Holdings shall have received a legal opinion dated as
of the Closing Date from counsel for Boca Partnership, in form and substance
acceptable to Panthers, to the effect that: (a) Boca Partnership is a limited
partnership, duly organized, validly existing and in good standing under the
laws of the State of Florida and is authorized to carry on the business now
conducted by it; (b) Boca Partnership has obtained all necessary authorizations
and consents to effect the Contribution and Exchange Agreement; (c) All general
partnership interests of Boca Partnership are owned as set forth in the
Contribution and Exchange Agreement; (d) Such counsel does not know or have
reason to believe that there is any litigation, proceeding or investigation
pending or threatened which might result in any Material Adverse Change in the
properties, business or prospects or in the condition of the Partnership; and
(e) The Contribution and Exchange Agreement is a valid and binding obligation of
Boca Partnership, the Boca General Partner and BRMC, and is enforceable against
Boca Partnership, the Boca General Partner and BRMC, in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting the enforcement of creditors'
rights generally or general equitable principles, (viii) Boca Partnership,
Panthers Holdings and shall have received all necessary consents and otherwise
complied with applicable laws in connection with the transactions contemplated
by the Contribution and Exchange Agreement, (ix) The Boca General Partner and
Boca Partnership shall have delivered to Panthers Holdings a letter agreement
acknowledging receipt of SEC filings of Panthers, in form and substance
satisfactory to the Panthers Holding; (x) Boca Partnership shall have delivered
to Panthers BRHC Limited all assignments, warranty deeds and other instruments
reasonably required to evidence the conveyance of all of the Contributed Assets,
as defined in the Contribution and Exchange Agreement, (xi) There shall not be
pending or threatened any action or proceeding by or before any court or other
governmental body which, in the judgment of Panthers Holdings, makes it
inadvisable to proceed with the transaction contemplated hereunder and other
transactions contemplated by the Contribution and Exchange Agreement, (xii) Any
applicable Hart-Scott-Rodino waiting period shall have expired or been
terminated, and (xiii) The SEC shall have cleared the consent Solicitation
Statement/Prospectus and all necessary approvals of the NASDAQ Stock Market
shall have been obtained. While any of the referenced conditions to closing may
legally be waived, Panthers Holdings does not currently plan to waive any of
such conditions.

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TERMINATION

The Contribution and Exchange Agreement may be terminated and the
Contribution and Exchange contemplated by the Contribution and Exchange
Agreement may be abandoned prior to the Closing Date:

(a) by mutual written consent of all parties to the Contribution and
Exchange Agreement;

(b) by Panthers Holdings in the event of a material breach by any of
Boca Partnership, the Boca General Partner or BRMC of any provision of the
Exchange Agreement;

(c) by Boca Partnership in the event of a material breach by Panthers
Holdings of any provision of the Contribution and Exchange Agreement;

(d) by any of Panthers Holdings or Boca Partnership if the Closing has
not occurred by December 31, 1997.

(e) by either Panthers Holdings or Boca Partnership if the requisite
consents of the limited partners of Boca Partnership are not obtained
within ninety (90) days of the mailing of Boca Partnership's consent
solicitation statement; or

(f) by Boca Partnership upon the payment of a termination fee of $10.0
million, as provided for in the Contribution and Exchange Agreement.

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COMPARATIVE PER SHARE DATA

Set forth below are historical earnings (loss) and book value per common
share data of Panthers Holdings, individually, and unaudited pro forma per
common share data for Boca Partnership individually and Panthers Holdings and
Boca Partnership combined ("Panthers Holdings -- Pro Forma"). The Panthers
Holdings -- Pro Forma Income (loss) per share gives effect to the consummation
of the Prior Offerings, the Contribution and Exchange, the Resort Facilities
Acquisition, the Acquisition of Incredible Ice and the Private Placement as if
such events occurred at the beginning of the periods presented. The Panthers
Holdings -- Pro forma Book value per share gives effect to the consummation of
the Contribution and Exchange as if such event had occurred at the balance sheet
date. The unaudited pro forma data for Panthers Holdings was derived from, and
should be read in conjunction with, the Unaudited Pro Forma Consolidated
Financial Statements and notes thereto included elsewhere in this Proxy
Statement. No cash dividends were declared on the common stock of Panthers
Holdings for the periods presented. The information set forth below should be
read in conjunction with the respective audited and unaudited consolidated
financial statements of Panthers Holdings and Boca Partnership including the
notes thereto, and the Unaudited Pro Forma Consolidated Financial Statements
included elsewhere in this Proxy Statement.

NINE MONTHS ENDED ON YEAR ENDED ON OR AT
OR AT MARCH 31, 1997 JUNE 30, 1996
-------------------- -------------------

PANTHERS HOLDINGS -- HISTORICAL
Loss per share......................................... $ (0.72)(b) $ (4.76)(a)
Book value (deficit) per share......................... $ 8.45(b) $ (9.16)(a)
BOCA PARTNERSHIP -- PRO FORMA
Income (loss) per share................................ $ 0.44(c) $ (0.47)(c)(d)
Book value (deficit) per share......................... $(15.51)(c) $(15.96)(c)(d)
PANTHERS HOLDINGS -- PRO FORMA
Income (loss) per share................................ $ 0.09(e) $ (0.66)(e)
Book value per share................................... $ 10.93(e) $ 11.32(e)

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

(a) Loss per share and book value per share outstanding are determined based on
the 5,275,678 shares issued in connection with the Reorganization as if
they had been outstanding for the entire period presented.
(b) Loss per share and book value per share are based on the (i) 5,275,678
shares issued in connection with the Reorganization as if they had been
outstanding for the entire period presented, (ii) 7,300,000 shares issued
in connection with the Company's initial public offering of 2,700,000
shares of Class A Common Stock and concurrent offering of 4,600,000 shares
of Class A Common Stock (the "Prior Offerings"), (iii) 2,460,000 shares
issued in the Private Placement, (iv) 212,766 shares issued in the
acquisition of Incredible Ice and (v) 8,400,000 shares issued in the Resort
Facilities Acquisition (4,450,000 shares for Pier 66 and 3,950,000 shares
for Bahia Mar).
(c) Income (loss) per share and book value per share are based on the 4,928,917
shares to be issued in connection with the Contribution and Exchange
Agreement.
(d) Boca Partnership has a fiscal year which ends on December 31. Reflected
hereon are the results of operations for Boca Partnership for the twelve
month period ended June 30, 1996.
(e) Income (loss) per share and book value per share are based on the (i)
5,275,678 shares issued in connection with the Reorganization as if they
had been outstanding for the entire period presented, (ii) 7,300,000 shares
issued in connection with the Company's initial public offering of
2,700,000 shares of Class A Common Stock and concurrent offering of
4,600,000 shares of Class A Common Stock (the "Prior Offerings"), (iii)
2,460,000 shares issued in the Private Placement, (iv) 212,766 shares
issued in the acquisition of Incredible Ice, (v) 8,400,000 shares issued in
the Resort Facilities Acquisition (4,450,000 shares for Pier 66 and
3,950,000 shares for Bahia Mar) and (vi) the 4,928,917 shares to be issued
in connection with the Contribution and Exchange Agreement.

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

Certain statements and information included herein may constitute
"forward-looking statements" within the meaning of Federal Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of Panthers Holdings to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. The following discussion should be
read in conjunction with the unaudited condensed consolidated financial
statements and notes thereto included elsewhere herein.

The historical selected financial data of Panthers Holdings included herein
include the financial position and results of operations of Decoma Investment,
Inc. I ("Decoma I") and Decoma Investment, Inc. II ("Decoma II"), which Mr.
Huizenga acquired in August of 1994, for all periods presented. As this
transaction was among entities under common control, it has been accounted for
on an historical cost basis in a manner similar to a pooling of interests, and,
accordingly, Panthers Holdings' historical balance sheets, statements of
operations, statements of shareholders' equity and statements of cash flows have
been presented as if Panthers Holdings were combined with Decoma I and Decoma II
(collectively, the "Decoma Entities") as of the date Mr. Huizenga acquired the
Decoma Entities. Businesses acquired during the three month period ended March
31, 1997 (the "3rd Quarter Acquisitions") and accounted for under the purchase
method of accounting are included in the unaudited condensed consolidated
statement of operations for the nine months ended March 31, 1997 from their
respective dates of acquisition and are not incorporated in any of the
historical selected financial data for any other prior periods presented.

BUSINESSES ACQUIRED DURING THREE MONTHS ENDED MARCH 31, 1997

On January 31, 1997, Panthers Holdings acquired certain assets relating to
the business of owning and operating a twin-pad ice rink facility located in
Coral Springs, Florida in exchange for $1.0 million in cash, 212,766 shares of
the Class A Common Stock and the assumption by Panthers Holdings of a maximum of
approximately $8.1 million in construction-related obligations, of which
approximately $6.7 million was repaid upon consummation of the acquisition. This
acquisition has been accounted for under the purchase method of accounting.

On March 4, 1997, Panthers Holdings acquired all of the ownership
interests, comprised of capital stock and partnership interests, of each of the
entities which own, directly or indirectly, all of the general and limited
partnership interests in Pier 66 for 4,450,000 shares of Class A Common Stock.
This acquisition has been accounted for under the purchase method of accounting.

On March 4, 1997 Panthers Holdings acquired all of the ownership interests,
comprised of capital stock and partnership interests, of each of the entities
which own, directly or indirectly, all of the general and limited partnership
interests in Bahia Mar in exchange for 3,950,000 shares of Class A Common Stock.
This acquisition has been accounted for under the purchase method of accounting.

PRIVATE PLACEMENT TRANSACTION

On January 30, 1997, Panthers Holdings issued and sold 2,460,000 shares of
Class A Common Stock in the Private Placement at a price of $27.75 per share.
The Private Placement resulted in net proceeds to Panthers Holdings of
approximately $65.6 million after deducting placement agency fees.

PANTHERS LTD. OVERVIEW

The operations of Panthers Ltd. are seasonal. Panthers Ltd. receives a
substantial portion of its receipts from the advance sale of regular season
tickets during the months of July and August, prior to the commencement of the
NHL regular season. For financial reporting purposes, hockey related revenue and
team operating expenses are recognized during the regular season, which extends
from early October through

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mid-April. In the event the Panthers participate in the playoffs, additional
revenue will be realized and additional expenses will be incurred for each
playoff series.

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

The 1994-95 season was shortened (from the normal 84 game schedule to a 48
game schedule) as a result of a player lockout in a dispute over the then
existing collective bargaining agreement, and the results of operations for the
year ended June 30, 1995 reflect the reduced number of games played.

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

Panthers Holdings incurred net losses of approximately $7.5 million, $25.1
million, $15.4 million and $12.9 million during the nine month period ended
March 31, 1997 and the years ended June 30, 1996, 1995 and 1994, respectively.
Such net losses were primarily a result of Panthers Ltd. having entered into an
unfavorable agreement with the Miami Arena which does not provide Panthers Ltd.
with certain sources of revenue, including revenue from the sale of suites and
parking and a majority of the advertising space, which are generally available
to other hockey franchises. The Miami Arena, with a seating capacity of 14,703,
is currently the smallest arena in the NHL. These seating limitations have
precluded Panthers Ltd. from receiving additional revenue from the sale of
additional tickets. In addition, Panthers Ltd.'s net losses were abnormally high
due to the amortization of the original franchise cost totaling approximately
$2.7 million, $9.1 million, $5.7 million and $6.2 million for the nine months
ended March 31, 1997 and the years ended June 30, 1996, 1995 and 1994,
respectively. Approximately $25.7 million of the Panthers' original franchise
cost was allocated to player contracts and is being amortized over approximately
six years, of which $21.3 million had been amortized as of March 31, 1997. The
remaining $24.3 million of the original franchise cost is being amortized over
40 years. Interest expense incurred during the three years ended June 30, 1996,
1995, 1994 was approximately $5.2 million, $4.1 million and $2.5 million,
respectively. Such interest expense related to two term loans and advances from
Mr. Huizenga. These term loans were repaid after the consummation of the Prior
Offerings. The cumulative advances provided by Mr. Huizenga were contributed
pursuant to the Reorganization prior to the consummation of the Prior Offerings.

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

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

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RESULTS OF OPERATIONS

Panthers Holdings currently operates through two business segments: (i)
sports and entertainment and (ii) leisure and recreation. Panthers Holdings'
sports and entertainment segment currently consists of Panthers Holdings' hockey
operations, arena development and management operations and ice skating rink
operations, while the leisure and recreation segment consists of Panthers
Holdings' resort property operations, including Pier 66 and Bahia Mar. Panthers
Holdings has also entered into a definitive agreement to acquire the Boca Raton
Resort and Club.

NINE MONTHS ENDED MARCH 31, 1997 COMPARED TO THE NINE MONTHS ENDED MARCH 31,
1996

The following table sets forth revenue, operating expenses and net
operating income (loss) for each of Panthers Holdings' business segments for the
nine months ended March 31, 1997 and 1996.

NINE MONTHS ENDED
MARCH 31,
------------------
1997 1996
------- --------

Revenue:
Sports and Entertainment.................................. $32,185 $ 24,024
Leisure and Recreation.................................... 4,952 --
------- --------
37,137 24,024
Operating Expenses:
Sports and Entertainment.................................. 39,035 38,838
Leisure and Recreation.................................... 3,122 --
Corporate................................................. 658 --
------- --------
42,815 38,838
Net Operating Income (Loss):
Sports and Entertainment.................................. (6,850) (14,814)
Leisure and Recreation.................................... 1,830 --
Corporate................................................. (658) --
------- --------
$(5,678) $(14,814)
======= ========

Revenue. Revenue from the sports and entertainment segment increased
approximately 34% or $8.2 million for the nine months ended March 31, 1997,
primarily as a result of increased Panthers ticket sales due to all home games
being sold out during the 1996-97 season and increases in revenue from
broadcasting and advertising/promotion contracts.

Revenue from the newly formed leisure and recreation segment, directly
related to the March 4, 1997 acquisition of Pier 66 and Bahia Mar, was
approximately $5.0 million in the nine months ended March 31, 1997, of which
approximately 50% pertained to room revenue.

Cost of Services. Cost of services incurred in the sports and
entertainment segment increased approximately 7% or $2.0 million during the nine
month period ended March 31, 1997, and was primarily attributable to higher
player salaries and higher ticketing and arena operation costs associated with
increased attendance at Panthers home games.

Cost of services incurred in the leisure and recreation segment were
approximately $1.6 million in the nine months ended March 31, 1997 and was
directly related to the acquisition of Pier 66 and Bahia Mar.

Amortization and Depreciation. Amortization and depreciation expenses were
approximately $3.6 million and $5.4 million for the nine month periods ended
March 31, 1997 and 1996, respectively. Most of the decrease related to the
amortization during fiscal 1996 of the contracts of players selected in the 1993
draft to better reflect current value of remaining players contracts. As of
March 31, 1997, the remaining unamortized portion of such players contracts was
approximately $4.4 million which will be completely amortized by May, 1999.

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Selling, General, and Administrative (SG&A). Total SG&A expenses increased
approximately $2.2 million during the nine months ended March 31, 1997, as
compared to the nine months ended March 31, 1996, primarily as a result of the
additional $1.2 million of SG&A expenses incurred by the newly acquired resort
and marine properties during the period from March 4, 1997 (the date of
acquisition) through March 31, 1997. Panthers Holdings also incurred
approximately $660,000 of various corporate SG&A expenses considered customary
for a public versus private entity during the nine month period ended March 31,
1997.

Interest and Other Income. Investment interest income earned increased
approximately $900,000 during the nine months ended March 31, 1997 as compared
to the nine months ended March 31, 1996 due to the interest earned on the $65.6
million net proceeds received from the Private Placement on January 30, 1997
(See Footnote 2 within Notes to Unaudited Condensed Consolidated Financial
Statements).

Interest and Other Expense. Panthers Holdings' interest and other expenses
were approximately $2.9 million and $3.6 million for the nine months ended March
31, 1997 and 1996, respectively. Interest expenses decreased primarily due to
the repayment of approximately $86.0 million of debt in connection with the
Reorganization and from the net proceeds from the Prior Offerings in November of
1996.

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

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

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

Other revenue increases, including advertising, promotions and concessions,
also resulted from the increase in the number of home games played.

Cost of Services. Cost of services increased 109%, or approximately $18.7
million. Approximately 70-75% of cost of services pertains to team operations,
which consists primarily of player salary costs, as well as hockey operating
costs, scouting, and player development costs. Approximately $17.0 million of
the increase was attributable to team operations of which players' salaries were
approximately $11.8 million higher primarily because there were increases in the
total compensation paid to the first and second round draft picks during the
1995-96 season and players were paid only 58% (pro-rated for the shortened
season) of their contracted salaries during the 1994-95 season. Additionally,
ticketing and arena operating costs increased $1.8 million as a result of the
increase in the number of home games played in the 1995-96 season (including the
Stanley Cup playoffs), with arena rent accounting for most of the increase.

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

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year ended June 30, 1995, amortization of player contracts was approximately
$5.1 million, which included approximately $960,000 related to the write-off of
three players' contracts.

Interest and Other Expense. Net interest and other expenses increased 26%,
or approximately $1.1 million primarily as a result of the increase in
accumulated borrowings from Mr. Huizenga which were used to fund operating
losses.

Selling, General, and Administrative (SG&A). SG&A increased approximately
50%, or $2.8 million, mostly due to increased playoff costs.

Interest and Other Income. Interest and other income was approximately
$100,000 and $90,000 in the years ended June 30, 1996 and 1995 and it is derived
from interest earned on cash balances in place during the respective years.

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

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

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

Cost of Services. Cost of services decreased 15%, or approximately $3.0
million, of which approximately $2.0 million related to team operating costs.
This decrease was primarily the result of the decrease in players' salaries of
15%, or approximately $1.5 million, which was due to a $5.8 million reduction in
actual salaries paid as a result of the shortened season, partially offset by
annual player contract increases of approximately $4.3 million. Ticketing and
arena operating costs also decreased as a result of playing fewer home games.

Selling, General and Administrative (SG&A). SG&A costs were approximately
$5.5 million in both the years ended June 30, 1995 and 1994.

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

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

Interest and Other Income. Interest and other income was minimal in both
years ended June 30, 1995 and 1994.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used for operating activities was $4.0 million, $17.4 million,
$8.8 million and $11.6 million for the nine months ended March 31, 1997 and the
years ended June 30, 1996, 1995, and 1994, respectively. Net

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cash flow from financing activities totaled approximately $86.9 million during
the nine month period ended March 31, 1997 and primarily consisted of the $66.3
million net proceeds from the Prior Offerings and the $65.6 million net proceeds
from the Private Placement. Additionally, $45.0 million of the net proceeds from
the Prior Offerings were used to repay Panthers Holdings' outstanding
indebtedness under the two term loans. Panthers Holdings has invested the
remaining net proceeds in short-term, investment grade, interest bearing
investments. Such available capital will be used to finance operations and
capital infusions relating to expansions, including future acquisitions such as
the pending acquisition of Boca Partnership. See "-- Financial Condition" for
further discussions regarding Panthers Holding debt structure. Net cash flow
from financing activities for the years ended June 30, 1996, 1995 and 1994,
consisted entirely of borrowings and repayments of the loans from Mr. Huizenga.

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

Capital expenditures were approximately $950,000 during the nine month
period ended March 31, 1997 and were approximately $140,000, $160,000 and $1.3
million during the years ended June 30, 1996, 1995 and 1994, respectively. The
recent increase in capital expenditures were primarily attributable to the
various activities of the businesses acquired during the nine month period ended
March 31, 1997.

Additionally, Decoma I and Decoma II made distributions to their minority
owners of approximately $571,000, $400,000, and $490,000, during the nine months
ended March 31, 1997, the year ended December 31, 1995, and the period from
August 6, 1994 to December 31, 1994, respectively. Future cash distributions to
minority owners of Decoma I and Decoma II will not have a material impact on
Panthers Holdings.

Panthers Holdings is in the process of negotiating a New Credit Facility.
It is anticipated that the New Credit Facility will provide for a line of credit
up to $150.0 million and will be secured by certain tangible and intangible
assets of Panthers Holdings. The New Credit Facility is expected to limit
Panthers Holdings' ability to pay cash dividends. In addition, the NHL's Bylaws
preclude any one of its members from paying cash dividends, unless paying such
cash dividends will not impair the member's ability to (i) meet its projected
expenses for the ensuing 12 month period without the use of borrowed funds,
other than short-term borrowings, and (ii) maintain adequate reserves to fund
the future payment of all deferred player compensation and other deferred
obligations for past services.

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

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

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FINANCIAL CONDITION

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

Prior to the 3rd Quarter Acquisitions, net cash flow deficits for Panthers
Holdings were anticipated to be as much as $15.0 to $20.0 million each year
until the Broward County Civic Arena was completed in 1998. With the completed
acquisitions of Pier 66 and Bahia Mar, net cash flows are expected to improve by
approximately $12.5 million per year. Additionally, Panthers Holdings' net cash
flows are anticipated to improve as much as $24.0 million per year with the
addition of the Boca Resort. Such annual cash flows will be sufficient to
service Panthers Holdings' total long-term debt which is shown to be $191.1
million on the unaudited pro forma consolidated balance sheet as of March 31,
1997. However, there can be no assurance that future cash flows of Panthers
Holdings will be sufficient to meet all such obligations and commitments. If
Panthers Holdings is unable to generate sufficient cash flows from operations in
the future to meet its obligations and commitments, Panthers Holdings could be
required to pursue one or more alternatives, such as attempting to arrange a
refinancing or restructuring of its indebtedness, selling material assets or
operations or seeking to obtain additional debt or equity financing. There can
be no assurance that any of these actions could be effected on satisfactory
terms, that they would enable Panthers Holdings to continue to satisfy its
capital requirements or that they would be permitted by the terms of applicable
debt agreements. In addition, if Panthers Holdings were to encounter difficulty
in covering its fixed charges, it would have to consider reductions in its
operations and deferrals of planned capital expenditures and any potential
acquisitions.

As of September 30, 1996, the last quarter previous to the Prior Offerings,
Panthers Holdings had a net deficit in working capital of approximately $53.7
million. After the Prior Offerings, recapitalization of Mr. Huizenga's
cumulative advances, and recording the effect of the 3rd Quarter Acquisitions
and the Private Placement, Panthers Holdings' net shareholders' equity improved
to approximately $200.0 million as of March 31, 1997. After considering the
effect to the Contribution and Exchange, the unaudited pro forma consolidated
balance sheet as of March 31, 1997 shows a net equity balance of approximately
$312.3 million.

Cash and cash equivalents at March 31, 1997 were approximately $75.1
million as compared to approximately $470,000 at June 30, 1996. The increase was
attributable primarily to the net proceeds of the Prior Offerings on November
13, 1996 and the Private Placement on January 31, 1997.

Accounts receivable at March 31, 1997 were approximately $10.4 million as
compared to $3.1 million at June 30, 1996. This increase was mainly caused by
increased contractual advertising and broadcasting receivables for the 1996-97
season and the added receivables relating to the newly acquired resort and
marina properties.

Prepaid expenses and other assets at March 31, 1997 were approximately $1.8
million as compared to approximately $170,000 at June 30, 1996. This increase
was mainly attributable to the newly acquired resort and marina properties.

Property and equipment increased to approximately $129.1 million at March
31, 1997 from approximately $1.0 million at June 30, 1996, primarily due to the
various business acquisitions.

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Other intangible assets were $6.1 million at March 31, 1997 and were
comprised of the goodwill recorded in connection with the acquisition of the ice
rink facility on January 31, 1997.

Deferred revenue at March 31, 1997 was approximately $6.5 million as
compared to approximately $1.0 million at June 30, 1996. This increase was
caused by playoff ticket collections which occurred in March 1997 which will be
recognized on a per game basis during the Stanley Cup Playoffs in the fourth
quarter. To the extent all playoff games are not played customer deferred
revenue balances will either be refunded or carried over to the 1997-98 season.
The $1.0 million deferred revenue balance at June 30, 1996 represented playoff
ticket dollars collected but not earned in the prior year Stanley Cup Finals
because the final round of playoffs ended after four games.

Accounts payable and accrued expenses were $9.3 million at March 31, 1997
as compared to $2.3 million at June 30, 1996. The increase is primarily
attributable to the various business acquisitions.

Current maturities of long-term debt was $15.2 million at March 31, 1997
and was related to the debt assumed in connection with the acquisition of Bahia
Mar.

Long-term debt of approximately $26.0 million at March 31, 1997 related to
the debt assumed in connection with the acquisition of Pier 66, while
approximately $25.0 million of long-term debt associated with the formation of
the hockey franchise was in place at June 30, 1996 and was paid off with the
proceeds from the Prior Offerings.

Shareholders equity increased approximately $248.0 million during the nine
months ended March 31, 1997 primarily due to the sale of Class A Common Stock
and the Reorganization in November 1996 and the Private Placement in January
1997, and the various business acquisitions during the period.

ACCOUNTING STANDARDS

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

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

In February 1997, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 128, "Earnings Per Share" ("SFAS No. 128"). SFAS No. 128 supersedes
Accounting Principles Board Opinion No. 15, "Earnings Per Share", and specifies
the computation, presentation and disclosure requirements for earnings or loss
per share ("EPS") for entities with publicly held common stock or potential
common stock, SFAS No. 128 replaces presentation of primary EPS with a
presentation of basic EPS and fully diluted EPS with diluted EPS. The provisions
of SFAS No. 128 require dual presentation of basic and diluted EPS on the face
of the statement of operations for all entities with complex capital structures.
Furthermore, the provisions of SFAS No. 128 require basic EPS and diluted EPS be
presented for both income (loss) from continuing operations and net income
(loss) on the face of the statement of operations. SFAS No. 128 also requires a

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reconciliation of the numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS computation.

The provisions of SFAS No. 128 are effective for financial statements for
both interim and annual periods ending after December 15, 1997. After adoption,
all prior period EPS data presented shall be restated to conform with the
provisions of SFAS No. 128.

Panthers Holdings will adopt the provision of SFAS No. 128, as required.
Panthers Holdings' management believes such adoption will not have a material
impact on Panthers Holdings' EPS calculations.

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THE NATIONAL HOCKEY LEAGUE

GOVERNANCE

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

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

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

RESTRICTION ON OWNERSHIP

The NHL Constitution and Bylaws contain provisions which may in some
circumstances operate to prohibit a person from acquiring the Class A Common
Stock and affect the value of such Class A Common Stock. In general, any
acquisition of shares of Class A Common Stock which will result in a person or a
group of persons holding a 5% or more interest in Panthers Holdings, and each
acquisition of shares of Class A Common Stock which will result in a person or a
group of persons holding any multiple of a 5% interest, will require the prior
approval of the NHL, which may be granted or withheld in the sole discretion of
the NHL. The prospective purchaser will be required to submit to the NHL an
application, in a form to be prescribed from time to time by the NHL, providing
certain information relating to that person's background. Upon receipt of such
application, the Commissioner shall have the right to conduct an investigation
with respect to the prospective purchaser, which may include an interview by the
Commissioner's office or one or more NHL owners and the submission of such
information about the prospective purchaser, whether or not confidential, as the
Commissioner shall deem relevant in his sole discretion. In addition, the NHL
may condition its approval upon the execution, delivery and performance by the
prospective purchaser of such documents as the Commissioner shall prescribe. The
expenses of the NHL's investigation must be paid by the prospective purchaser,
whether or not its application is approved. If and when a prospective purchaser
receives the NHL's consent to acquire a 5% or more interest in Panthers
Holdings, such prospective purchaser will be required to acknowledge that the
purchaser shall be bound by the applicable provisions of the NHL Constitution
and Bylaws.

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

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

CONTROL REQUIREMENT

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

COLLECTIVE BARGAINING AGREEMENT

The NHL and the NHL Players' Association entered into a seven-year NHL
Collective Bargaining Agreement on August 11, 1995 that took retroactive effect
as of September 16, 1993. The NHL Collective Bargaining Agreement expires on
September 15, 2000.

FREE AGENTS

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

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

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

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

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

As of October 5, 1996, the opening day of the 1996-97 regular season, the
Panthers did not have any NHL player eligible for restricted free agency.

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BUSINESS OF PANTHERS HOLDINGS

GENERAL

Panthers Holdings currently operates through two business segments: (i) the
Sports and Entertainment Business and (ii) the Leisure and Recreation Business.
The Sports and Entertainment Business is comprised of Panthers Holdings'
ownership and operation of the Panthers, Arena Development, Arena Operator and
the Ice Rink Business. In addition, Panthers Holdings owns approximately 78% of
the partnership interests in Decoma. The Leisure and Recreation Business is
comprised of Panthers Holdings' ownership of Pier 66 and Bahia Mar. In addition,
Panthers Holdings has entered into a definitive agreement to acquire the Boca
Raton Resort and Club.

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

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

Panthers Holdings also owns and operates Incredible Ice and has contracted
to acquire the lease rights to Gold Coast. Incredible Ice and Gold Coast are
open to the general public and derive their revenues from, among other things,
(i) fees charged to the public for the use of the facilities for various hockey
and skating programs and open skating sessions, (ii) food and beverage sales and
(iii) retail sales.

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

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SPORTS AND ENTERTAINMENT BUSINESS

HOCKEY OPERATIONS

Sources of Revenue

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

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

National Television. In 1994, the NHL entered into a seven-year $275.0
million television contract with Fox, Pursuant to which the NHL granted Fox
exclusive commercial over-the-air television rights to broadcast certain NHL
regular season and playoff games within the United States. Under the terms of
the Fox Contract, Fox may choose to terminate the contract after five seasons.
In the event Fox chooses to terminate the contract after five seasons, Fox is
required to pay the NHL the difference between the amounts paid through the date
of termination pursuant to the Fox Contract and $155.0 million. In addition, in
1994, the NHL extended its existing contract with ESPN through the end of the
1998-99 season pursuant to which ESPN agreed to pay the NHL approximately $65.0
million for cable rights to broadcast certain NHL regular season and playoff
games within the United States.

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

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

THE COMPANY'S SHARE
SEASON (IN THOUSANDS)
- ------ -------------------

1994-95.................................................... $ 2,750
1995-96.................................................... 2,980
1996-97.................................................... 3,275
1997-98.................................................... 3,697
1998-99.................................................... 2,307(1)
-------
Total............................................ $15,009
=======

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

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

Local Television, Cable and Radio. In August 1996, Panthers Holdings
entered into the SportsChannel Letter of Intent with SportsChannel Florida for
the local broadcast (other than radio broadcast) of the Panthers' games. Under
the terms of the SportsChannel Letter of Intent, Panthers Holdings granted to
SportsChannel Florida broadcast rights (other than radio broadcast rights) to a
pre-determined number of the Panthers' pre-season, regular season and certain
post-season games during the 1996-97 season. The SportsChannel Letter of Intent
provided Panthers Holdings with the option to grant SportsChannel Florida
exclusive or nonexclusive broadcast rights. In return, Panthers Holdings was
entitled to 11% (for the grant of exclusive broadcast rights) or 5.5% (for the
grant of non-exclusive broadcast rights) of SportsChannel

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Florida's gross receipts for the 1996-97 season, provided that Panthers Holdings
should in no event be entitled to receive less than $2.5 million or $1.2
million, respectively. Although the Panthers' games were broadcast pursuant to
the SportsChannel Letter of Intent during the 1996-97 season, there can be no
assurance that Panthers Holdings and SportsChannel Florida will enter into a
comparable arrangement for the 1997-98 hockey season.

In addition, in August 1996, Panthers Holdings entered into the Sunshine
Letter of Intent with Sunshine for the local radio broadcast of all the
Panthers' games during the 1996-97 hockey season. Under the terms of the
Sunshine Letter of Intent, Panthers Holdings granted to Sunshine local radio
broadcast rights for broadcast of all of the Panthers' pre-season, regular
season and post-season games during the 1996-97 season. On October 24, 1996, the
Company entered into the Beasley-Reed Letter of Intent for the proposed local
English language radio broadcast of all the Panthers games during the 1997-98,
1998-99, 1999-2000, 2000-01 and 2001-02 hockey seasons.

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

Miami Arena

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

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

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

Competition

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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. The Panthers compete with other NHL and non-NHL teams, professional and
otherwise, for available players.

ARENA DEVELOPMENT AND OPERATIONS

Development of the Broward County Civic Arena

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

Operation of the Broward County Civic Arena

In June 1996, Panthers Holdings entered into the License Agreement and the
Operating Agreement pursuant to which Panthers Holdings will utilize and operate
the Broward County Civic Arena. Under the License Agreement, Panthers Holdings
is entitled to retain 95% of all revenue derived from the sale of general
seating tickets to the Panthers' home games and all of certain other
hockey-related advertising and merchandising revenue. Five percent of the
revenue derived from the sale of general seating tickets, together with luxury
suites, premium seating and parking, are considered Facility operating revenue,
which is the primary source of revenue in determining net operating income. Net
operating income is the difference between the Facility operating revenue and
Facility operating expense. Panthers Holdings is entitled to receive the first
$14.0 million of the net operating income generated from the Broward County
Civic Arena and 80% (with Broward County receiving 20%) of all net operating
income in excess of $14.0 million. The License Agreement requires that Panthers
Holdings loan to Broward County all amounts that are necessary to allow Broward
County to meet certain financial obligations relating to the Broward County
Civic Arena at an interest rate of prime plus two percent. Broward County is
required to repay any loan made by Panthers Holdings on a priority basis from
revenue generated from the collection of taxes.

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

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

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Ice Rinks

Panthers Holdings currently owns and operates Incredible Ice and has
contracted to acquire the lease rights to Gold Coast. Incredible Ice and Gold
Coast are open to the general public and derive their revenues from, among other
things, (i) fees charged to the public for use of the facilities for various
hockey and skating programs and open skating sessions, (ii) food and beverage
sales and (iii) retail sales. In addition, Panthers Holdings owns the
architectural designs to Incredible Ice as well as predevelopment rights to
develop other similar ice rink facilities at various sites located throughout
Florida. Panthers Holdings contemplates that, as part of its strategy to expand
the Ice Rink Business and as opportunities arise in the future, it may develop
and operate other similar ice rinks throughout Florida.

Decoma

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

LEISURE AND RECREATION BUSINESS

RESORT FACILITIES

The following are key statistics for the Resort Facilities for their most
recent fiscal year.

Pier 66

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

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Pier 66 Marina

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

Bahia Mar Resort

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

Bahia Mar Marina

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

BUSINESS/CREDIT RISK

Any substantial change in economic conditions or any significant price
fluctuations related to the travel and tourism industry could affect
discretionary consumer spending and have a material impact on each of Pier 66's
and Bahia Mar's business. In addition, each of Pier 66 and Bahia Mar is subject
to competition from other entities engaged in the business of resort development
and operations, including interval ownership facilities, condominiums, hotels
and motels.

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

MANAGEMENT AGREEMENTS

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

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

FRANCHISE, OWNER AND LICENSE AGREEMENTS

Franchise Agreements

On November 14, 1994, Pier 66 Management entered into a franchise agreement
(the "Hyatt Franchise Agreement") with Hyatt Franchise Corporation ("Hyatt").
The agreement is for a 20 year term ending November 14, 2014 and contains
various early termination provisions and provides for liquidated damages upon
such early termination. The Hyatt Franchise Agreement provides for monthly
royalty fees based on a percentage of gross room revenue, in the amount of four
percent from December 1, 1996 through November 30, 1997 and five percent
thereafter. Royalty fees totaled $398,175 in 1996.

The Hyatt Franchise Agreement also provides for the pro rata allocation of
certain Hyatt "allocable chain expenses" based on the relation of Pier 66's
total number of guest rooms to the average number of guest rooms in all Hyatt
hotels in the United States along with assessments for Gold Passport and
national/regional sales promotions. A fee for the use of the Hyatt reservation
system is also allocated to Pier 66. Total Hyatt expenses other than royalty
fees amounted to $502,658 as of December 31, 1996 and are included primarily in
rooms and marketing expense in the accompanying financial statements.

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

Owner Agreement

The Company, Pier 66 Management and Hyatt are parties to a Hyatt Hotel
Franchise Owner Agreement dated November 14, 1994 (the "Owner Agreement")
pursuant to which the parties agree that Hyatt shall notify the Company upon a
voluntary surrender, a default or a breach by Pier 66 Management under the Hyatt
Franchise Agreement and the Company shall have an opportunity to cure any such
breach or default. In addition, upon any termination of Pier 66 Management under
the Pier 66 Management Agreement, the Hyatt Franchise Agreement shall terminate
and Panthers Holdings shall have the right to employ a substitute manager that
Hyatt will approve provided such manager is qualified under the terms of the
Owner agreement. The substitute manager will assume the duties and
responsibilities as franchisee under the Hyatt Franchise Agreement. The Owner
Agreement also contains requirements that Hyatt consent to any financing
transactions, sales or other transfers involving Pier 66, which consent shall
not be unreasonably withheld or delayed by Hyatt. The Owner Agreement also
obligates Panthers Holdings to observe and be bound by certain terms, conditions
and restrictions contained in the Hyatt Franchise Agreement.

License and Franchise Agreement

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

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through December 31, 1997. The remainder of the term requires fees in the amount
of five percent of gross room sales. Fees paid to Radisson pursuant to the
Radisson License Agreement totaled $206,438 in 1996.

PROPERTIES

The Company acquired the property on which Pier 66 is situated, subject to
the assumption of a portion of a mortgage loan in the principal amount of
$22,000,000 ("Note 1") from Kemper Investors Life Insurance Company ("Kemper").
In addition, the Company assumed an additional mortgage note from Kemper for
$4,000,000 ("Note 2") to be drawn upon to finance the cost of certain capital
improvements, to provide initial working capital, and to fund interest accrued
on the mortgage notes between January 1, 1994 and December 31, 1995 to the
extent cash flows from operations are insufficient for such payment. Both
mortgage notes mature on June 28, 2000 and bear interest at varying rates for
specified periods. The mortgage notes require monthly payments of interest only
throughout the term. A balloon payment of the entire outstanding principal
amount, together with the final monthly payment of interest, will be due at
maturity. At maturity, Panthers Holdings will either refinance the property or
pay off the mortgage notes depending on Panthers Holdings' working capital
position and business plan at that time. Both mortgage notes are collateralized
by substantially all property and equipment of Pier 66 including the alcoholic
beverage license, a security interest in the Hyatt Franchise Agreement, and an
assignment of leases, rents and profits, trademarks and the Pier 66 Management
Agreement.

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

DECEMBER 31, 1996
-----------------

Note 1...................................................... $21,951,325
Note 2...................................................... 4,000,000
-----------
25,951,325
Less unamortized discount based on imputed interest rate of
9.0%...................................................... (209,396)
-----------
$25,741,929
===========

As required by the loan agreement relating to Note 1 and Note 2, (the "Pier
66 Loan Agreement") Panthers Holdings maintains a Capital Expenditure Program
("CEP") reserve fund for the replacement of capital assets. The CEP reserve
equals three percent of gross revenues net of amounts expended by Pier 66 for
replacement of capital assets and is funded quarterly for the preceding quarter.
Beginning July 1, 1995, Pier 66 voluntarily increased the CEP reserve to four
percent of gross revenues. However, the Pier 66 Loan Agreement fund is only
funded for the required three percent. The CEP fund is also pledged as
additional security pursuant to the Pier 66 Loan Agreement. At December 31,
1996, the balance of the CEP reserve was $1,284 and was included in other
assets. The Pier 66 Loan Agreement also requires Panthers Holdings to maintain a
reserve fund for property taxes to provide for each year's anticipated payments.
Property taxes are to be paid no later than March 31 each calendar year for the
preceding calendar year.

Panthers Holdings leases the Bahia Mar site from the City of Fort
Lauderdale under an operating lease (the "Rahn Lease Agreement") which was
initially extended through September 30, 2037. On January 4, 1995, the term of
the Rahn Lease Agreement was further extended for a period commencing October 1,
2037 through August 31, 2062 (the "Second Extended Term"). Under the Rahn Lease
Agreement, Panthers Holdings is required to pay the lessor an annual rental
(payable in quarterly installments) equal to the greater of (i) a percentage
(4.0% through September 30, 2012 and 4.25% thereafter) of the annual gross
operating revenue, as defined in the Rahn Lease Agreement, or (ii) a minimum
annual rent payment of $300,000. During the Second Extended Term, the minimum
annual rent will be the greater of $300,000 or 80% of the average total annual
rent paid during the three lease years immediately preceding the lease year for
which the minimum annual rent is being calculated. Rent expense under the Rahn
Lease Agreement totaled $632,907 for the year ended December 31, 1996.

The Rahn Lease Agreement requires Panthers Holdings to set aside cash for
the purchase, replacement and upgrade of furniture, fixtures and equipment. The
amount to be restricted is three percent of Bahia Mar's

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revenues, as defined in the Rahn Lease Agreement. All cash was spent on its
required purpose at December 31, 1996.

Panthers Holdings currently has a $15,495,000 mortgage note payable to a
bank (the "Bahia Mar Note"). The Bahia Mar Note bears interest at a variable
rate (8.8125% at December 31, 1996) and is collateralized by substantially all
property and equipment of Bahia Mar. In addition to the monthly interest
payments, the Bahia Mar Note requires monthly principal installment payments of
$65,000. The maturity date for the Bahia Mar Note is June 30, 1997, which date
may be extended under a one year extension option. As of the date of this
Prospectus, Panthers Holdings' option to extend the Bahia Mar Note has not been
exercised. If the option is exercised during the extension period, monthly
principal installments will increase to $75,000, the interest rate will increase
by one percent and an extension fee equal to .0025 percent of the then
outstanding balance will be due prior to the extension. The final balloon
payment would then be due June 30, 1998.

Effective February 1, 1995, and continuing on the first day of each month
thereafter during the term of the Bahia Mar Note, Panthers Holdings is required
to set aside cash for the purchase, replacement and upgrade of furniture,
fixtures, equipment and property at Bahia Mar in the amount of $25,000 each
month. All cash was spent for its required purpose at December 31, 1996.

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

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

COMPETITION

The resort and hotel industry is highly competitive. Competitive factors
within the resort and hotel industry include room rates, quality of
accommodations, service levels, convenience of location, reputation, reservation
systems, name recognition, and supply and availability of alternative resort and
hotel operations in local markets. Each of Pier 66 and Bahia Mar has a number of
competitors. An increase in the number of competitive resorts and hotels
facilities in each of Pier 66's or Bahia Mar's respective markets could have a
material adverse effect on the levels of occupancy and average room rates of
each of Pier 66 and Bahia Mar. Further, there can be no assurance that new or
existing competitors will not significantly reduce their rates or offer greater
convenience, services, or amenities or significantly expand, improve, or develop
facilities in the markets in which Pier 66 or Bahia Mar compete, thereby
adversely affecting Panthers Holdings' resort and hotel operations.

ENVIRONMENTAL MATTERS

Under various federal, state, and local laws and regulations, an owner or
operator of real estate may be liable for the costs of removal or remediation of
certain hazardous or toxic substances on such property. Such laws often impose
such liability without regard to whether the owner knew of, or was responsible
for, the presence of hazardous or toxic substances. Furthermore, a person that
arranges for the disposal or transports for disposal or treatment a hazardous
substance at a property owned by another may be liable for the costs of removal
or remediation of hazardous substances released into the environment at that
property. The costs of remediation or removal of such substances may be
substantial, and the presence of such substances, or the failure to properly
remediate such substances, may adversely affect the owner's ability to sell such
real estate or to borrow using such real estate as collateral. In connection
with the ownership and operation of its properties, Panthers Holdings may be
potentially liable for any such costs.

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Phase I environmental site assessments (the "Phase I Surveys") have been
obtained for the real property on which Pier 66 and Bahia Mar are located. A
Phase I Survey is intended to identify potential environmental contamination and
regulatory compliance concerns, and generally includes historical reviews of the
property, reviews of certain public records, preliminary investigations of the
site and surrounding properties and the preparation and issuance of written
reports. A Phase I Survey generally does not include invasive procedures, such
as soil sampling or ground water analysis.

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

EMPLOYEES

Panthers Holdings employs 27 hockey players and 91 other persons. During
the hockey season, Panthers Holdings also uses part-time employees, most of whom
are employed as statisticians and press attendants during the Panthers hockey
games. Panthers Holdings also employs 50 part-time employees at Incredible Ice
for various guest services and food and beverage positions. All 471 persons
working at Pier 66 and all 269 persons working at Bahia Mar are employees of
Pier 66 Management and Bahia Mar Management, respectively. None of these
employees or Panthers Holdings' employees, other than the hockey players, are
subject to any collective bargaining agreement and each of Panthers Holdings,
Pier 66 Management and Bahia Mar Management believes that its relationship with
its employees is good.

INSURANCE

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

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

In addition to hockey related insurance, Panthers Holdings maintains the
types and amounts of insurance coverage that it considers appropriate for its
other businesses. Furthermore, under the Operating Agreement, the License
Agreement and the Development Agreement, Panthers Holdings will have insurance
requirements which include (i) workers' compensation insurance, (ii) casualty
insurance against loss or damage to the Facility in such amount not less than
full replacement cost of the Facility and the equipment and machinery therein
and (iii) occupancy insurance in an amount not less than estimated annual
revenue to be derived from the Facility. While Panthers Holdings believes that
its insurance coverage is adequate, if Panthers Holdings were held liable for
amounts exceeding the limits of its insurance coverage or for claims outside the
scope of its insurance coverage, such liability could have a material adverse
effect on Panthers Holdings' financial condition or results of operations.

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LITIGATION

On July 23, 1996, MSEA filed a lawsuit against the Defendants in the United
States District Court for the Southern District of Florida. The suit alleges
that the Defendants have conspired to restrain trade in the South Florida sports
and entertainment facility market by monopolizing or attempting to monopolize
such market in violation of federal antitrust laws. The Plaintiff seeks, among
other things, to (i) nullify certain provisions of the Miami Arena operating
contract, specifically provisions restricting MSEA from developing the Dade
Arena and (ii) force the Defendants to divest their control over the Miami Arena
and the Broward County Civic Arena. In addition, the Plaintiff seeks treble
damages as well as reimbursement for reasonable attorneys' fees and costs. The
Defendants believe that the suit is without merit and intend to vigorously
defend against this suit. An unfavorable outcome of the suit may have a material
adverse effect on Panthers Holdings' financial condition or results of
operations.

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

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

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

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Wage Ordinance was applicable. Panthers Holdings has appealed this unfavorable
ruling, but such appeal has not yet been heard. An unfavorable outcome of this
suit may require Panthers Holdings to incur additional costs of up to
$5,000,000.

On January 28, 1997, February 3, 1997 and March 14, 1997, purported class
action lawsuits were filed against Panthers Holdings and Messrs. Huizenga,
Johnson, Rochon, Berrard, Hudson, Dauria and Evans in the United States District
Court for the Southern District of Florida. The suits allege, among other
things, that the defendants violated Section 10(b) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and Rule 10b-5 thereunder, by
making untrue statements or omitting to state material facts, in connection with
sales of Panthers Holdings' Class A Common Stock by the plaintiff and others in
the purported class between November 13, 1996 and December 22, 1996. The suits
generally seek, among other things, certification as a class and an award of
damages in an amount to be determined at trial. Panthers Holdings has not fully
assessed the likely outcome of the class action litigation, but intends to
vigorously defend against these suits.

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

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

RECENT DEVELOPMENTS

Private Placement Transaction. On January 30, 1997, Panthers Holdings
issued 2,460,000 shares of Class A Common Stock in the Private Placement at a
price of $27.75 per share. The Private Placement was exempt from registration
pursuant to Section 4(2) of the Securities Act and resulted in net proceeds to
Panthers Holdings of approximately $65.6 million after deducting placement
agency fees. The Company has invested the net proceeds in short-term interest
bearing investments and will use such proceeds for working capital and general
corporate purposes which may include future acquisitions.

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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF BOCA PARTNERSHIP

OVERVIEW

The Boca Raton Resort and Club ("BRRC" or the "Resort") was sold to the
Boca Partnership with VMS Realty Corp. as general partner in 1983. The Boca
Raton Management Company ("BRMC") replaced VMS as general partner in 1993 after
a lawsuit was successfully filed by the Boca Partnership's limited partners.

BRRC currently derives substantially all of its revenue from (i) room
rentals, (ii) food, beverage and banquet sales, (iii) club, social dues and
sports revenues, (iv) retail sales, and (v) other miscellaneous sales.

The operations at BRRC are seasonal with approximately 50% of rental
revenues received during the months of January through April. Additionally,
approximately 60% of room rentals are derived from group and business bookings.

During the three month periods ended March 31, 1997, and 1996, BRRC's net
average room rate and occupancy percentages were approximately $270 and $255,
respectively and 79.3% and 78.8%. During the years ended December 31, 1996,
1995, 1994 and 1993, BRRC's net average room rates and occupancy percentages
were $181, $185, $178, and $175 respectively, and 70%, 68%, 66%, and 68%
respectively.

With BRMC becoming the new general partner of the Boca Partnership in 1993,
BRRC on two occasions refinanced substantial amounts of debt which had the net
effect of increasing debt while reducing the Resort's net interest expense and
creating extraordinary gains (losses) on debt restructuring as summarized below:

(IN THOUSANDS) AS OF THREE
AS OF/YEAR ENDED DECEMBER 31, MONTHS ENDED
----------------------------------------- MARCH 31,
1993 1994 1995 1996 1997
-------- -------- -------- -------- ---------------

Outstanding mortgage debt............... $157,205 $160,922 $143,236 $175,200 $175,200
Interest expense........................ $ 20,701 $ 17,382 $ 14,909 $ 16,562 $ 5,008
Extraordinary gain (loss) on debt
restructuring......................... $ 14,157 $ 6,704 $ 10,328 $ (8,932) $ 0

RESULTS OF OPERATIONS

Three Months Ended March 31, 1997 Compared to Three Months Ended March 31,
1996

Revenues. Revenues from room rentals increased 5% or approximately
$930,000, primarily attributable to an increase in social business partly due to
Easter falling in March versus April in 1996. Average room rates were $270 and
$255 in the three month periods ended March 31, 1997 and 1996, respectively, and
occupancy increased to 79.3% from 78.8% in 1996.

Food and beverage revenues decreased 1% or approximately $140,000 due to
lower banquet business as a result of lower group nights.

Other revenues including club membership and retail shops increased 13%, or
approximately $1.2 million. Revenue from club membership was up approximately
$212,000 due to increased social dues and members. Revenue from convention
services was up approximately $500,000, mainly due to the Resorts' new Floral
Decor business, "Boca By Design". Also, revenue from retail, telephone and beach
areas were up due to increased social guest traffic.

Cost of Revenue. Room operating costs increased 2.2%, or approximately
$68,000 due to an increase in occupied rooms and an increase in cost per
occupied room from approximately $42 to $43 caused mainly from increased travel
agents' commissions.

Food and beverage costs increased 2.6%, or approximately $189,000, mainly
attributable to higher draw down of china, glass and silver from storerooms.

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Club membership, retail and other costs increased 12%, or approximately
$630,000, on a revenue increase of approximately $1.2 million. Increased retail
and convention costs of sales and other expenses driven by increased revenues
were the cause of this increase.

Selling, general and administrative costs increased 1.5%, or approximately
$64,000 resulting mainly from increased selling, travel and entertainment costs
as group sales focused on short term bookings for the first four months more
aggressively than last year.

Property maintenance and energy costs decreased from last year by 4.3%, or
approximately $111,000 due to a reduction in major renovation projects and
emphasis on day to day maintenance of the property.

Other indirect costs decreased 15%, or approximately $362,000. This was
mainly due to installation costs of new software during the three months ended
March 31, 1996. Building insurance and property taxes also decreased in the
periods compared.

Depreciation and Amortization. Depreciation and amortization costs were
approximately $1.6 million and $1.4 million in the three months ended March 31,
1997 and 1996, and were in line with normal capital asset fluctuations.

Interest expense, net. Interest expense increased approximately $1.1
million due to the additional $25.0 million of debt incurred in August, 1996.

Year Ended December 31, 1996 Compared to Year Ended December 31, 1995

Revenue. Revenues from room rentals increased 2%, or approximately
$800,000, primarily attributable to a strong increase in group and social room
nights. BRRC's overall average occupancy rate increased from 68% to 70% in 1996.

Food and beverage revenues increased 6%, or approximately $2.0 million
mainly due to stronger banquet and group room business in 1996.

Other revenues including club membership and retail sales were up 9%, or
approximately $2.7 million. The number of club members increased approximately
8% with the average annual social membership dues increasing from $2,100 to
$2,200 giving rise to an increase in revenues of approximately $830,000. Other
increases included convention center services up approximately $770,000 and
retail sales up approximately $230,000 due to increased guest traffic during
1996.

Cost of Revenue. Room operating costs increased 7%, or approximately
$700,000 as a direct result of the increase in occupied rooms and an increase in
the cost per room from approximately $43 in 1995, to $44 in 1996.

Food and beverage costs increased 6%, or approximately $1.5 million
attributable to an additional 60,000 meals served in 1996.

Club membership, retail and other costs increased 8%, or approximately $1.4
million, mainly as a result of increased retail, golf, tennis and convention
center revenues. Start-up costs of approximately $300,000 relating to a full
service floral and design business for groups staying at the resort also
contributed to the increase.

Selling, general and administrative costs increased 8%, or approximately
$1.3 million, mainly due to increases in payroll, benefits, and professional
fees of approximately $1.1 million.

Property maintenance and energy costs decreased 1%, or approximately
$170,000. This net decrease was caused by a 10%, or $280,000, increase in energy
costs offset by a 5%, or $440,000, reduction in property maintenance costs as a
result of the completion of extensive painting and structural work on the old
Cloister Building and Golf Villas in 1995.

Other indirect costs increased 11%, or approximately $870,000. M.I.S. costs
increased $200,000 due to the installation of new accounting, retail, and food
and beverage software. In addition, new operating leases entered into for guest
buses and trucks, as well as the above mentioned software, in 1996 resulted in
an

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increase to rent of approximately $470,000. Additionally, property taxes and
insurance showed a net increase of approximately $180,000. Amortization and
depreciation expenses decreased by 6%, or approximately $400,000, due to normal
capital asset turnover.

Net interest expense increased 11%, or approximately $1.6 million. Interest
expense increased approximately $1.8 million in 1996 due to the addition of the
$35.0 million Starwood second mortgage for the expansion plan. Additionally,
there was a partial offset due to a decrease in loan amortization costs of
$260,000 in August of 1996, and lower interest rates associated with the new
$130.0 million primary debt.

BRRC recorded an extraordinary loss of $8.9 million in 1996 which, because
of the refinancing that occurred in 1996, the Resort expensed approximately $5.4
million of unamortized general partner fees previously earned in refinancing
since 1993 and other debt issue costs, and expensed approximately $3.5 million
of pre-payment premiums paid to the first mortgage holder for early debt
retirement.

In 1995, the Resort settled a lawsuit with the lender who held the debt on
the Boca Country Club and a parcel of land, resulting in a gain of approximately
$12.0 million. This gain was offset by the write off of approximately $1.7
million of deferred loan costs from the refinancing of a subordinated note.

Year Ended December 31, 1995 Compared to Year Ended December 31, 1994

Revenues. Room revenues increased 7%, or approximately $2.9 million in
1995, driven by increased occupancy and an increase in the average room rates
from approximately $178 to $185.

Food and beverage revenues showed no change with the number of meals served
in both years remaining constant at approximately $1.5 million and the average
price per meal of $16.44.

Other revenues including club membership and retail sales increased 7%, or
approximately $2.0 million. The number of club members increased 8% in 1995,
with the average annual social membership dues increasing from $2,000 to $2,100.
Other revenue increases stemmed from increases in convention center services,
room telephone rates, and increased golf rounds.

Cost of Revenue. Room operating costs increased 2%, or approximately
$190,000. This net increase was attributable to the increase in room occupancy
offset by a reduced cost per occupied room stemming from various cost control
measures implemented in 1995.

Food & beverage costs decreased 1%, or approximately $320,000 in 1995 due
to a slight decline in the average cost per meals served.

Club membership, retail and other costs increased 3%, or approximately
$470,000 mainly stemming from the costs incurred to produce the Resort's
increased revenues from convention services in 1995.

Selling, general and administrative costs decreased 14%, or approximately
$2.8 million in 1995 mainly caused by various non-recurring settlement expenses
and related legal and debt restructuring costs incurred in 1994.

Property maintenance and energy costs increased 16%, or approximately $1.5
million, as a result of a 6%, or $170,000, increase in energy costs and an
increase to property maintenance costs of $1.4 million, mainly due to the
extensive painting and structural work performed on the old Cloister Building
and Golf Villas.

Other indirect costs increased 18%, or approximately $1.2 million, mainly
due to increased data processing costs of approximately $750,000 and additional
lease costs for telephone equipment, computer hardware and software of
approximately $870,000.

Amortization and depreciation decreased 7%, or approximately $490,000 in
1995 due to normal capital turnover.

Net interest costs decreased 14%, or approximately $2.5 million, mainly due
to the settlement of the Banyan mortgage loans on the Boca Country Club and
other selected vacant land.

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Extraordinary gain in debt restructuring increased $3.6 million. In 1995,
the Resort settled a lawsuit with the lender who held the debt on the Boca
Country Club and a parcel of land, resulting in a gain of approximately $12.0
million. This gain was offset by the write off of approximately $1.7 million of
deferred loan costs from the refinancing of a subordinate note. In 1994, BRRC
recognized an approximately $6.7 million net extraordinary gain on debt
restructuring of the Starwood mortgage.

Year Ended December 31, 1994 Compared to Year Ended December 31, 1993

Revenues. Room rental revenues decreased 2%, or approximately $900,000 in
1994 caused primarily by a decrease in group room occupancies primarily caused
by a turnover in sales team management in 1993 which caused an unusual amount of
shortfall of bookings for subsequent years, notably 1994.

Food and beverage revenues increased 2%, or approximately $730,000 in 1994,
primarily attributable to an increase in group banquet spending.

Other revenues including club membership and retail sales increased 3%, or
approximately $800,000 primarily due to an increase in the number of club
members along with annual increase to club's social dues.

Cost of Revenue. Rooms operating costs decreased 4%, or approximately
$370,000, caused by a decrease in total room nights while the cost per occupied
room remained constant.

Food and beverage costs showed no change between 1993 and 1994 even though
related revenues increased in 1994. Increased cost controls allowed BRRC to
increase its profit margin in their food and beverage operations.

Club membership, retail, and other costs increased 3%, or approximately
$560,000, primarily attributable to increased operating costs of the resort's
golf course due to heavier than normal play.

Selling, general and administrative expenses decreased 25%, or
approximately $6.4 million. BRRC's provision for settlement agreement with its
former manager was $10.0 million in 1993, while only $1.3 million was needed for
an unrelated settlement in 1994. Offsetting this reduction in costs was an
increase in various professional and consulting fees relating to various
lawsuits of approximately $2.2 million.

Property maintenance and energy costs decreased by 4%, or approximately
$430,000, primarily caused by reductions in utilities and maintenance personnel
and energy savings due to decreased occupancy.

Other indirect costs increased 17%, or approximately $1.0 million. Property
insurance costs increased approximately $710,000 in 1994, mainly caused by
increased rates attributable to Hurricane Andrew in August of 1992. Additional
operating leases for various resort computerization also added to the increase
in these costs.

Amortization and depreciation costs decreased by 3%, or approximately
$230,000 due to normal capital asset turnover.

Interest expense decreased by 16%, or approximately $3.3 million, as a
result of a favorable refinancing of BRRC's $130.0 million first mortgage while
paying off BRRC's third mortgage.

Extraordinary gains on the extinguishment of debt decreased by
approximately $7.5 million. In 1994, BRRC's net extraordinary gain on debt
restructured was approximately $6.7 million.

In 1993, settlement on the $155.0 million VMS wrap mortgage note generated
an extraordinary gain of approximately $14.2 million.

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LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by/(used in) operating activities was approximately $12.3
million, $5.9 million, ($1.3 million), $11.4 million, and $8.2 million for the
three month periods ended March 31, 1997 and 1996 and the years ended December
31, 1996, 1995 and 1994, respectively. Additions to construction in progress
were approximately $2.6 million and $2.2 million in the three months ended March
31, 1997 and 1996 and were primarily related to the construction of the new
convention center and the fitness center. Capital expenditures were
approximately $17.4 million, $4.6 million, $3.5 million, and $2.2 million for
the years ended December 31, 1996, 1995, 1994, and 1993, respectively. Net cash
flow provided by financing activities were approximately $0, ($482,000), $22.1
million, $1.5 million, ($490,000), and ($11.3 million) in the three months ended
March 31, 1997 and 1996 and the years ended December 31, 1996, 1995, 1994 and
1993, respectively. Various refinancing activities occurring in 1996 are
summarized in the following table:

(IN THOUSANDS)
TOTAL
OUTSTANDING 1996 OUTSTANDING
BALANCE AT PRINCIPAL 1996 DEBT AT
LOAN DESCRIPTION, INTEREST RATE DECEMBER 31, 1995 PAYMENTS NEW DEBT MARCH 31, 1997
- ------------------------------- ----------------- --------- -------- --------------

Nomura-$75,000........................ $ 71,524 $71,524 $ -0-
Starwood-$50,000...................... 51,000 51,000 -0-
Starwood-$500 -- 14 1/2%.............. 500 500
RMA -- 7%............................. 10,000 300 9,700
Senior Facility, LIBOR + 2 1/4%....... 110,000 110,000
Subordinate Facility, 13%............. 20,000 20,000
Starwood-$35,000, 18.5%............... 10,000 25,000 35,000
Other................................. 212 212 -0-
-------- ------- ------- --------
$143,236 $123,036 $155,000 $175,200(1)
======== ======= ======= ========

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

(1) Panthers Holdings intends to keep the senior $110.0 million debt in place,
pay down $25.0 million of the remaining debt as well as pay an approximate
$19.8 million of yield maintenance fees associated with the debt
restructuring, and refinance the remaining $40.2 million of debt upon
closing the Boca Acquisition.

The financing completed in August of 1996, requires BRRC to deposit excess
operating funds into a Facility Escrow account to pay debt, fund the development
plan for the construction of the new 130,000 square foot convention center, and
transfer funds to an FF&E Escrow account and Real Estate Escrow account each
month. At month's end, all funds in excess of $3,000 on deposit in the BRRC
Operating account are to be transferred to this Facility Escrow account for
payment of debt, construction payments for convention center, FF&E reserves, and
real estate tax escrow payments. In addition, if during the month, BRRC's
Operating account exceeds $6,000 on deposit, the excess over $3,000 is also
transferred to the Facility Escrow account. Such amounts would be transferred
back to BRRC should a cash deficit be forecasted for any given month.

The current loan documents require BRRC to fund an FF&E Reserve fund for
Capital Replacements equal to 5% of Gross Revenues. In addition, each year's
anticipated tax payments are also required to be maintained in a Property Tax
Reserve.

BRRC's restricted cash and short-term investment balance increased by
approximately $9.1 million for the three months ended March 31, 1997 due to loan
covenant requirements.

Accounts receivable decreased $514,000, caused mainly by amounts due from
in-house guests over the holiday period at December 31, 1996 being reduced
approximately $1.3 million at March 31, 1997, and partially offset by higher
group receivables at March 31, 1997.

Advance deposits decreased approximately $516,000 in the three month period
ending March 31, 1997, due to a large volume of deposits on hand at December 31,
1996 for social guests arriving for the first three months of 1997. These
deposits were replaced at lower amounts for subsequent periods due to lower room
rates.

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Premier club membership deposits, cash and note payments received during
the three months ended March 31, 1997 totaled approximately $2.2 million and
represented cash received from new membership sales, payments on notes
receivable, net of additions to notes receivable.

Deferred membership revenue decreased approximately $2.3 million in the
three months ended March 31, 1997 because annual memberships are paid in advance
in October and recorded ratably as revenue over the year.

BRRC's net cash flow provided by operating activities is projected to be
sufficient to maintain operations and provide additional funds to complete the
initial phase of its development plans.

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BUSINESS OF BOCA PARTNERSHIP

GENERAL

Boca Partnership was formed in June 1983 for the purpose of purchasing,
owning, managing and operating the Resort. The Resort is a 963 room, destination
resort and private club located on over 298 acres of land fronting on both the
Atlantic Ocean and Intracoastal Waterway in Boca Raton, Florida. The Resort
offers luxury accommodations and amenities to group conference customers, the
leisure traveler, and the members of its exclusive and private country and
social club known as The Premier Club ("The Premier Club"). The Premier Club is
the Resort's private social and country club.

The Resort consists of the Cloister, the Tower, Boca Beach Club, the Golf
Villas, Boca Country Club, a convention center, two 18-hole championship golf
courses (with preferred playing rights at two other golf courses in the area),
31 tennis courts, five swimming pools, an indoor basketball court, two indoor
racquetball courts, a 25-slip marina with full fishing and boating facilities,
and a half mile of private beach with water sports facilities. Other amenities
of the Resort include 15 food and beverage sites, ranging from 5-star cuisine to
beachside grills, and a new fitness center. Additionally, in 1996 the Resort
commenced a $46.5 million expansion and renovation of certain of its key assets
(the "Expansion Plan") which, when completed at year end 1997, will provide:

- a new 130,000 gross square foot conference center (25,000 sq. ft. Grand
Ballroom/15,000 sq. ft. Junior Ballroom);

- a new, state-of-the-art tennis and fitness center complex;

- a new and expanded 650-space parking facility; and

- a totally new Couples/Bates designed 18-hole golf course in replacement
of its present main course.

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

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

HISTORY OF BOCA RATON RESORT AND CLUB

The Cloister was originally started in 1926 and additions were made in the
1930s and 1940s to arrive at its current status of 387 rooms.

The Tower, convention center and villas were added in 1969. The first major
addition to the Beach Club was completed in 1980 and the Boca Country Club was
purchased in 1988.

RECENT MAJOR RENOVATIONS

In addition to normal FFE renovations averaging approximately $4.2 million
over the last five years, the Resort is in the middle of a major renovation in
the amount of $46.0 million which consists of:

- new parking garage, tennis and fitness building, and a new guard house
totaling $10.0 million which was completed in 1996;

- a new convention center totaling $30.0 million under construction to be
completed by the end of 1997; and

- the complete reconfiguration and renovation of the Resort Golf Course in
the amount of $6.0 million, also to be completed by the end of 1997.

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The following are key statistics for the Resort:

YEARS ENDED DECEMBER 31,
THREE MONTHS --------------------------------
BOCA RESORT ENDED MARCH 31, 1997 1996 1995 1994 1993 1992
- ----------- -------------------- ---- ---- ---- ---- ----

Number of guest rooms.................... 963 963 963 963 963 963
Average occupancy........................ 79% 70% 68% 86% 68% 70%
Average daily rate....................... $270 $181 $185 $178 $175 $173
Total room revenues per available room... $214 $127 $125 $117 $120 $121
Seasonality.............................. Approximately 50% of Boca room resort revenues
are earned from January through April.

LETTERS OF CREDIT

As of March 31, 1997, Boca Partnership had two letters of credit which
secured two operating leases. The letters of credit are collateralized by
certificates of deposit totaling $500,000 which mature in August 1997 and are
included in restricted cash and short-term investments.

MORTGAGES AND OTHER LOANS PAYABLE

First Mortgage Notes

On August 22, 1996, Boca Partnership entered into an agreement with a
consortium of financial institutions to borrow $130,000,000 primarily for the
purpose of refinancing existing first mortgage notes. The agreement consists of
a $110,000,000 Senior Facility (Senior Notes) and a $20,000,000 Subordinate
Facility (Subordinate Notes). Both Facilities mature on August 22, 2001 and
accrue interest, based on a 360 day year, payable monthly in arrears. The Senior
Notes accrue interest at the lenders' base rate plus one-quarter percent (Base
Rate) or LIBOR plus two and one-quarter percent (LIBOR Rate). In 1996, the
Partnership selected the LIBOR Rate, averaging approximately 7.814%. The
Subordinate Notes accrue interest at a fixed rate of thirteen percent. Both
Facilities are secured by a first mortgage and lien on all assets held by Boca
Partnership, except in certain circumstances where other first liens are
permitted. The outstanding balance on the First Mortgage Notes at March 31, 1997
totaled $130,000,000.

Boca Partnership is required to make quarterly principal payments of
$750,000 on the Senior Notes commencing September 30, 1998 and increasing to
$1,250,000 on September 30, 1999 and to $1,750,000 on September 30, 2000. Boca
Partnership is required to make additional principal payments on the Senior
Notes and initial principal payments on the Subordinate Notes based upon certain
cash flow conditions.

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

Second Mortgage Note

On August 22, 1996, Boca Partnership entered into an agreement with an
institutional lender to borrow $35,000,000, as evidenced by a promissory note,
primarily for the purpose of the planned expansion of the Resort. The note is
secured by a second mortgage and lien on all assets held by Boca Partnership,
except in certain circumstances where other liens are permitted. At maturity,
August 21, 2003, or prepayment of the note, the Partnership is required to pay
an amount which will result in an annual internal rate of return to the lender
of eighteen and one-half percent (18.5%). Interest is payable quarterly in
arrears commencing October 1, 1996 at a rate of eight percent through December
31, 1998 and fourteen and one-half percent thereafter based on a 360 day year.
Boca Partnership accrues interest at 18.5% per annum. Additional interest and
principal payments are required based on certain cash flow conditions. The
outstanding balance on the Second Mortgage Note totaled $35,000,000 at March 31,
1997.

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

Third Mortgage Note

On August 22, 1996, a note payable, which was previously secured by a first
mortgage, was replaced with a third mortgage and lien on all assets of Boca
Partnership. The note matures on September 30, 2003 and accrues interest at a
fixed rate of approximately 14.5% through September 30, 1998 and at a variable
rate thereafter payable quarterly in arrears. The outstanding balance on the
Third Mortgage Note at March 31, 1997 totaled $500,000.

The Boca Partnership is required to make an additional payment (Final
Participation Interest) upon maturity of the loan or sale of Boca Partnership's
assets equaling the sum of $750,000, plus 5% of the Boca Partnership's net asset
value as calculated based on certain criteria. In the event of refinancing of
the property, the Boca Partnership is required to make a payment of 5% of the
net proceeds (Interim Participation Interest). Interim Participation Interest
paid will be deducted from the Final Participation Interest amount. In 1996,
Boca Partnership paid $125,000 of Interim Participation Interest.

Other Notes Payable

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

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

At March 31, 1997, aggregate future maturities of mortgage and other loans
payable are as follows:

1997....................................................... $ 400,000
1998....................................................... 2,000,000
1999....................................................... 4,500,000
2000....................................................... 6,500,000
2001....................................................... 119,000,000
Thereafter................................................. 42,800,000
------------
$175,200,000
============

SERVICES AGREEMENT

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

1. Basic advisory fee of not less than $150,000 per year payable in
equal monthly installments.

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2. For the first three calendar years, a guaranteed bonus equal to the
greater of $35,000 or 2.5% of the Boca Partnership's adjusted contract year
earnings in excess of the contract year base level earnings.

3. Complimentary Premier Club membership.

The basic advisory fee of $150,000 was paid to the individual in 1994, 1995
and 1996. Cumulative bonuses totaling $107,000 have been accrued and are
included in other accounts payable and accrued expenses at December 31, 1996.

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MANAGEMENT OF PANTHERS HOLDINGS

DIRECTORS AND EXECUTIVE OFFICERS

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

NAME AGE POSITION

H. Wayne Huizenga............................ 59 Chairman of the Board
Richard C. Rochon............................ 39 Vice Chairman of the Board
Richard H. Evans............................. 52 President and Director
William A. Torrey............................ 62 President of Florida Panthers Hockey
Club, Inc. and Director
Alex Muxo.................................... 41 President of Arena Development and Arena
Operator
William M. Pierce............................ 46 Senior Vice President and Chief
Financial Officer
Richard L. Handley........................... 50 Senior Vice President and General
Counsel
J. Ronald Castell............................ 59 Senior Vice President--Investor
Relations and Communications
Steven M. Dauria............................. 36 Vice President and Corporate Controller
Steven R. Berrard............................ 42 Director
Michael S. Egan.............................. 57 Director
Harris W. Hudson............................. 54 Director
George D. Johnson, Jr........................ 54 Director

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

H. Wayne Huizenga has been Panthers Holdings' Chairman of the Board since
September 1996. Mr. Huizenga also has been Chairman of the Board of Republic
Industries, Inc. ("Republic"), a diversified company with operations in the
solid waste, electronic security services and out-of-home advertising
industries, since August 1995. Mr. Huizenga served as Chief Executive Officer of
Republic from August 1995 until October 1996, and has served as Co-Chief
Executive Officer of Republic since October 1996. Mr. Huizenga has been Chairman
of the Board of Extended Stay America, Inc. ("Extended Stay"), an extended stay
lodging facilities company, since January 1995. Mr. Huizenga served as the Vice
Chairman of Viacom, Inc. ("Viacom"), a diversified media and entertainment
company, from September 1994 until October 1995. Mr. Huizenga also served as the
Chairman of the Board of Blockbuster Entertainment Group, a division of Viacom,
from September 1994 until October 1995. From April 1987 through September 1994,
Mr. Huizenga served as the Chairman of the Board and Chief Executive Officer of
Blockbuster Entertainment Corporation ("Blockbuster"), during which time he
helped build Blockbuster from a 19-store chain into the world's largest video
and music retailer. In September 1994, Blockbuster merged into Viacom. In 1971,
Mr. Huizenga co-founded Waste Management, Inc., now known as WMX Technologies,
Inc. ("Waste Management"), which he helped build into the world's largest
integrated environmental services company, and he served in various capacities,
including the President, the Chief Operating Officer and a director from its
inception until 1984. Mr. Huizenga also owns or controls the Miami Dolphins and
the Florida Marlins, both professional sports franchises, as well as Pro Player
Stadium, in South Florida. Mr. Huizenga is the brother-in-law of Mr. Hudson.

Richard C. Rochon has been a director of Panthers Holdings since September
1996 and has served as Panthers Holdings' Vice Chairman since April 1997. Mr.
Rochon is also the President of Huizenga Holdings, a position he has held since
1988. Prior to joining Huizenga Holdings, he was a certified public accountant
at Coopers & Lybrand, an international public accounting firm.

Richard H. Evans has been Panthers Holdings' President and a director and
has also been the President and Chief Executive Officer of Huizenga Sports and
Entertainment Group since September 1996. Prior to joining Panthers Holdings,
Mr. Evans served as a director of Genesco, Inc. and Bass Pro Shops. From April
1993 to October 1996, Mr. Evans served as the Chief Operating Officer of Gaylord
Entertainment Company ("Gaylord Entertainment"), a diversified entertainment and
communications company. Prior to joining Gaylord Entertainment, Mr. Evans served
as President and Chief Executive Officer of Dorna USA, a

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subsidiary of Madrid-based Dorna Promocion del Deporte, a marketing company,
from January 1992 to February 1993. Mr. Evans also served as the President and
Chief Executive Officer of Madison Square Garden Corporation from January 1987
to August 1991.

William A. Torrey has been the President of Florida Panthers Hockey Club,
Inc. and a director of Panthers Holdings since September 1996. Since April 1993,
Mr. Torrey has served as the President and Governor of the Panthers. Prior to
joining Panthers Holdings, Mr. Torrey was associated with the New York Islanders
Hockey Club (the "Islanders") for twenty-one years in various capacities. From
June 1989 to August 1992, Mr. Torrey served as the Chairman of the Board of the
Islanders. From September 1978 to August 1992 Mr. Torrey served as the President
of the Islanders, and from February 1972 to August 1992 he served as the General
Manager of the Islanders.

Alex Muxo has been the President of Arena Development and Arena Operator
since September 1996. From January 1995 to July 1996, Mr. Muxo served as the
Vice President of Huizenga Holdings. Prior to joining Huizenga Holdings, Mr.
Muxo served as the Vice President for Planning for Blockbuster from May 1994 to
January 1995. Prior thereto, Mr. Muxo was the City Manager of City of Homestead,
Florida.

William M. Pierce has been Panthers Holdings' Senior Vice President and
Chief Financial Officer since March 1997 and a Director of Florida Panthers
Hockey Club, Inc. since November 1996. Mr. Pierce has been an officer of
Huizenga Holdings since January 1990, and has served as Chief Financial Officer
and Director of numerous private companies owned by Mr. Huizenga.

Richard L. Handley joined Panthers Holdings in May 1997 as a Senior Vice
President and the General Counsel. Prior to joining Panthers Holdings, Mr.
Handley served as a Senior Vice President and the General Counsel of Republic
from October 1995 to May 1997. From June 1993 until joining Republic, he was a
principal of Randolph Management Group, Inc., a management consulting firm
specializing in the environmental industry. Prior to that, Mr. Handley was Vice
President, Secretary and General Counsel of The Brand Companies, Inc., an
environmental services company, from July 1990 until May 1993, Associate General
Counsel of Waste Management of North America, Inc., from January 1987 to June
1990, and legal counsel to Waste Management Energy Systems, Inc., a
waste-to-energy company, from September 1985 to January 1987, all of which
companies were affiliates or subsidiaries of Waste Management, Inc. Prior to
September 1985, Mr. Handley was a lawyer in private practice in Chicago,
Illinois.

J. Ronald Castell joined Panthers Holdings as Senior Vice
President--Investor Relations and Communications in June 1997. Mr. Castell has
served as Senior Vice President--Communications Strategy and Service of Republic
since August 1995. Prior to joining Republic, Mr. Castell had been Executive
Vice President and a member of the Office of the President at Spelling
Entertainment Group Inc., a Los Angeles-based subsidiary of Blockbuster
Entertainment Group, a division of Viacom. In August 1991, he became Senior Vice
President of Programming and Communications for Blockbuster, and served in that
capacity until Blockbuster's merger with Viacom in September 1994. Mr. Castell
joined Blockbuster in February 1989 as Senior Vice President of Programming and
Merchandising. From October 1985 to February 1989 he was Vice President of
Marketing and Merchandising at Erol's, a chain of video and electronics stores
headquartered in Washington, D.C. Mr. Castell has also held senior executive
marketing positions with the Communications Satellite Corporation, Warner
Communications, Group W Satellite Communications, Banc One and Federated
Department Stores.

Steven M. Dauria served as Panthers Holdings' Vice President and Chief
Financial Officer from September 1996 through March 1997. As of March 31, 1997,
Mr. Pierce began serving as Senior Vice President and Chief Financial Officer of
Panthers Holdings, and Mr. Dauria began serving as Vice President and Corporate
Controller. Mr. Dauria also has served as the Vice President and Chief Financial
Officer of Florida Panthers Hockey Club since July 1996. From July 1994 to July
1996, Mr. Dauria served as Director of Finance and Administration and Chief
Financial Officer of Florida Panthers Hockey Club, and, from December 1993 to
July 1994, Mr. Dauria served as the Controller of both Florida Panthers Hockey
Club and the Florida Marlins. Prior to joining the Panthers, Mr. Dauria served
as the Controller of the New York Yankees, a Major League Baseball franchise,
from November 1991 to December 1993, and was previously associated with Time
Warner, Inc. and Coopers & Lybrand, an international public accounting firm.

Steven R. Berrard has been a director of Panthers Holdings since September
1996. Mr. Berrard has been Co-Chief Executive Officer, President and a director
of Republic since October 1996. Since March 1996,

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Mr. Berrard has served as Chief Executive Officer of AutoNation Incorporated
("AutoNation"), which owns and operates a developing national chain of used
vehicle retailing megastores, and which was acquired by Republic in January
1997. From September 1994 through March 1996, Mr. Berrard served as President
and Chief Executive Officer of Blockbuster Entertainment Group. Mr. Berrard
joined Blockbuster in June 1987 as Senior Vice President, Treasurer and Chief
Financial Officer and became a director of Blockbuster in May 1989. He became
Vice Chairman of the Board of Blockbuster in November 1989 and served as
Blockbuster's President and Chief Operating Officer from January 1993 until
September 1994. In addition, Mr. Berrard served as President and Chief Executive
Officer and a director of Spelling Entertainment Group Inc., a television and
film entertainment producer and distributor, from March 1993 through March 1996,
and served as a director of Viacom from September 1994 until March 1996.

Michael S. Egan has been a Director of Panthers Holdings since April 1997.
Mr. Egan has served as President and Chief Executive Officer of Alamo
Rent-A-Car, Inc. ("Alamo") since 1979 and as the Chairman of Alamo since 1973.

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

George D. Johnson, Jr. has been a director of Panthers Holdings since
September 1996. Mr. Johnson has served as a director of Republic since November
1995. Since January 1995, Mr. Johnson has served as President, Chief Executive
Officer and a director of Extended Stay. From August 1993 until January 1995,
Mr. Johnson served in various executive positions with Blockbuster Entertainment
Group and, prior to its merger with Viacom, with Blockbuster, including as
President of the Consumer Products Division, and also as a director of
Blockbuster. From July 1987 until August 1993, Mr. Johnson was the managing
general partner of WJB Video Limited Partnership, which became the largest
Blockbuster franchisee with over 200 video stores prior to its merger with
Blockbuster in August 1993. Mr. Johnson also serves as a director of Duke Power
Company.

DIRECTORS' COMPENSATION

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

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EXECUTIVE COMPENSATION

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

ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS COMPENSATION

H. Wayne Huizenga...................................... -- -- --
Chairman of the Board of Directors
Richard H. Evans....................................... -- -- --
President(1)
William A. Torrey...................................... $400,000(2) $43,000(3) $21,000(4)
President of Florida Panthers Hockey Club, Inc.
Alex Muxo.............................................. 150,000 -- 19,000(4)
President of Arena Development and Arena Operator
Steven M. Dauria....................................... 90,000 10,000(3) 14,000(4)
Vice President and Corporate Controller

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

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

STOCK OPTION PLAN

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

Options are granted under the Stock Option Plan on such terms and at such
prices as determined by the Committee, except that the per share exercise price
of the options cannot be less than the fair market value of the Class A Common
Stock on the date of grant. Each option is for a term of not less than five
years or more than ten years, as determined by the Committee. However, in the
event of a change of control (as such term is defined in the Stock Option Plan),
all outstanding options become immediately exercisable. Options granted under
the Stock Option Plan are not transferable other than by will or by the laws of
descent and distribution.

Panthers Holdings has granted options to purchase an aggregate of 1,042,444
shares of the Class A Common Stock with exercise prices ranging from $10 per
share to $26 5/8 per share. The exercise price of each of these options is the
fair market value of the Class A Common Stock on the date of grant.

EMPLOYMENT AGREEMENTS

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

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DIRECTORS AND OFFICERS OF FLORIDA PANTHERS HOCKEY CLUB, INC.

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

NAME POSITION

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

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CERTAIN TRANSACTIONS OF PANTHERS HOLDINGS

In connection with the Prior Offerings, the following events occurred: (i)
Mr. Huizenga, as the sole shareholder of Decoma Investment, Inc. III ("Decoma
III"), caused Decoma III to transfer all but 1% of its ownership interest in
Decoma to Decoma II, following which Decoma II owned a 51% interest in Decoma,
resulting in Decoma I and Decoma II collectively owning approximately a 78%
interest in Decoma, Decoma III owning a 1% interest in Decoma and various
unrelated third parties owning the remaining 21% interest in Decoma (Prior to
the completion of the Prior Offerings, Decoma I and II owned 66 2/3% of the
partnership interests of Decoma Venture. The remaining 33 1/3% of the
partnership interests of Decoma Venture were owned by Decoma III. Upon
completion of the Prior Offerings, Decoma I and Decoma II owned 99% of the
partnership interests in Decoma Venture, which owned an approximately 78%
interest in Decoma); (ii) Mr. Huizenga contributed (A) a note (the "Panthers
Ltd. Note"), representing the outstanding amount which Panthers Holdings
borrowed from Mr. Huizenga plus interest, and (B) all the outstanding capital
stock of each of Decoma I and Decoma II to the capital of Panthers Ltd.; (iii)
Mr. Huizenga, as the sole limited partner and the sole general partner (through
his ownership of Florida Panthers Hockey Club, Inc.) of Panthers Ltd.,
contributed all of the partnership interests in Panthers Ltd. to Panthers
Holdings; and (iv) Mr. Huizenga, as the sole limited partner (through his
ownership of Panthers Ltd.) and the sole general partner (through his ownership
of Arena Development Company, Inc. and Arena Operating Company, Inc.,
respectively) of each of Arena Development and Arena Operator, contributed all
the limited partnership interests in each of Arena Development and Arena
Operator as well as all the outstanding capital stock of each of Arena
Development Company, Inc. and Arena Operator Company, Inc. to Panthers Holdings.
In exchange for all of the foregoing capital contributions, Mr. Huizenga
received 5,275,678 shares of Common Stock, of which 5,020,678 shares were Class
A Common Stock and 255,000 shares were Class B Common Stock. The number of
shares issued was derived by dividing by $9.30 (the assumed initial public
offering price of the Class A Common Stock less underwriting discounts and
commissions) the sum of (A) the Panthers Ltd. Note (approximately $41.0
million), which resulted in the issuance of 4,404,710 shares of Common Stock and
(B) the approximately 78% interest in Decoma (approximately $8.1 million,
representing costs incurred by Mr. Huizenga in acquiring the Decoma Interests),
which resulted in the issuance of 870,968 shares of Common Stock.

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

In August 1996, Panthers Holdings entered into the SportsChannel Letter of
Intent with SportsChannel Florida for the local broadcast (other than radio
broadcast) of the Panthers' games. Under the terms of the SportsChannel Letter
of Intent, Panthers Holdings granted to SportsChannel Florida broadcast rights
(other than radio broadcast rights) to all of the Panthers' pre-season, regular
season and certain post-season away games during the 1996-97 season. The
SportsChannel Letter of Intent provided the Panthers Holdings the option to
grant SportsChannel Florida exclusive or nonexclusive broadcast rights. In
return, the Company was entitled to 11% (for the grant of exclusive broadcast
rights) or 5.5% (for the grant of non-exclusive broadcast rights) of
SportsChannel Florida's gross receipts for the 1996-97 season, provided that
Panthers Holdings should in no event receive less than $2.5 million or $1.2
million, respectively. The SportsChannel Letter of Intent may be extended for an
additional season upon notice by the Company. Although the Panthers' games were
broadcast pursuant to the SportsChannel Letter of Intent during the 1996-97
season, there can be no assurance that Panthers Holdings and SportsChannel
Florida will enter into a comparable arrangement for the 1997-98 hockey season.
Mr. Huizenga currently owns 50% of SportsChannel Florida, and he holds an option
to purchase an additional 20% ownership interest in SportsChannel Florida.

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

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Such 1% management fee totaled approximately $293,000, $132,000 and $194,000 for
the years ended June 30, 1996, 1995 and 1994, respectively.

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

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

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

No independent determination has been made as to the fairness and
reasonableness of the terms of the transactions described above. However,
Panthers Holdings, based on its prior experience, believes that the terms of
each such transaction were as favorable to Panthers Holdings as it could have
obtained from an unaffiliated party.

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

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PRINCIPAL SHAREHOLDERS OF PANTHERS HOLDINGS

The following table sets forth certain information regarding the beneficial
ownership of Panthers Holdings' Class A Common Stock (including shares which the
named individuals have the right to acquire within 60 days upon the exercise of
outstanding options or the conversion of outstanding convertible securities) as
of the date of this Prospectus, by (a) each of Panthers Holdings' directors, (b)
all executive officers and directors of Panthers Holdings as a group and (c) all
persons who own beneficially more than 5% of Panthers Holdings' Class A Common
Stock.

CLASS A COMMON STOCK
BENEFICIALLY OWNED
------------------------
NAME SHARES PERCENT(1)

H. Wayne Huizenga(2)........................................ 6,147,696(3) 26.0%
Richard C. Rochon........................................... 770,062 3.3%
Richard H. Evans............................................ 100,000 *
William A. Torrey........................................... 50,000 *
Alex Muxo................................................... 40,000 *
William M. Pierce........................................... 67,545 *
Richard L. Handley.......................................... 15,000 *
J. Ronald Castell........................................... 50,000 *
Steven M. Dauria............................................ 5,000 *
Steven R. Berrard........................................... 974,877 4.2%
Michael S. Egan............................................. 80,200 *
Harris W. Hudson............................................ 391,000 1.7%
George D. Johnson, Jr....................................... 863,248 3.7%
All directors and executive officers as a group (13
persons).................................................. 9,554,628 40.4%

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

* Less than one percent (1%).
(1) Percentage of beneficial ownership is based on 23,648,444 shares of Common
Stock outstanding at June 5, 1997, which consists of 23,393,444 shares of
Class A Common Stock and 255,000 shares of Class B Common Stock, with
regard to Mr. Huizenga, and 23,393,444 shares of Class A Common Stock
outstanding at June 5, 1997 with regard to the other directors and
executive officers.
(2) Mr. Huizenga's address is 450 East Las Olas Boulevard, Suite 1500, Fort
Lauderdale, Florida 33301.
(3) Includes 255,000 shares of Class B Common Stock, each of which is
convertible into one share of Class A Common Stock.

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DESCRIPTION OF PANTHERS HOLDINGS CAPITAL STOCK

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

COMMON STOCK

As of June 5, 1997, there were 23,393,444 shares of Class A Common Stock
and 255,000 shares of Class B Common Stock issued and outstanding. The Class A
Common Stock and Class B Common Stock are identical in all respects, except that
each share of Class A Common Stock is entitled to one vote, and each share of
Class B Common Stock is entitled to 10,000 votes. In the event of a liquidation,
dissolution or winding up of Panthers Holdings, the holders of Class A Common
Stock and Class B Common Stock are entitled to share equally and ratably in the
assets of Panthers Holdings, if any, remaining after paying all debts and
liabilities of Panthers Holdings. The holders of Class A Common Stock and Class
B Common Stock are entitled to receive dividends, on a share-for-share basis if,
as and when declared by the Board out of funds legally available therefor,
subject to any dividend restrictions in Panthers Holdings' credit facilities and
the NHL Bylaws. Holders of Class B Common Stock are entitled to convert each
share of Class B Common Stock into one share of Class A Common Stock at any
time.

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

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

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

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

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

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

CERTAIN PROVISIONS OF FLORIDA LAW

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

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

LIMITED LIABILITY AND INDEMNIFICATION

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

97
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by him in his capacity or acting out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the FBCA.

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

LEGAL MATTERS

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

EXPERTS

The audited financial statements of Florida Panthers Holdings, Inc. as of
June 30, 1996 and 1995 and for each of the three years in the period ended June
30, 1996; 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; and
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
appearing elsewhere in this Solicitation Statement/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 Ltd. as of December 31, 1995, and
for each of the years in the two year period ended December 31, 1995, have been
included herein and in the registration statement in reliance upon the report of
KPMG Peat Marwick LLP, independent certified public accountants, appearing
elsewhere herein, and upon the authority of said firm as experts in accounting
and auditing.

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

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

ADDITIONAL INFORMATION

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

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(http://www.sec.gov.) that contains reports, proxy statements and other
information filed by Panthers Holdings.

SHAREHOLDER PROPOSALS

Any proposals of Panthers Holdings shareholders intended to be presented at
Panthers Holdings' 1997 Annual Meeting must be received by Panthers Holdings for
inclusion in the proxy statement and form of proxy relating to the meeting not
later than July 1, 1997. It is suggested that proponents submit their proposals
by certified mail, return receipt requested. Detailed information for submitting
resolutions will be provided upon written request to Panthers Holdings'
Secretary at 100 Northeast Third Avenue, Second Floor, Fort Lauderdale, Florida
33301.

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INDEX TO FINANCIAL STATEMENTS

PAGE
----

THE REGISTRANT
FLORIDA PANTHERS HOLDINGS, INC.
Report of Independent Certified Public Accountants........ F-3
Consolidated Balance Sheets as of June 30, 1996 and
1995................................................... F-4
Consolidated Statements of Operations for the years ended
June 30, 1996, 1995 and 1994........................... F-5
Consolidated Statements of Shareholders' Equity (Deficit)
for the years ended June 30, 1996, 1995 and 1994....... F-6
Consolidated Statements of Cash Flows for the years ended
June 30, 1996, 1995 and 1994........................... F-7
Notes to Consolidated Financial Statements................ F-8
FLORIDA PANTHERS HOLDINGS, INC. -- UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Unaudited Condensed Consolidated Balance Sheets as of
March 31, 1997 and June 30, 1996....................... F-17
Unaudited Condensed Consolidated Statements of Operations
for the three and nine month periods ended March 31,
1997 and 1996.......................................... F-18
Unaudited Condensed Consolidated Statements of Cash Flows
for the nine months ended March 31, 1997 and 1996...... F-19
Notes to Unaudited Condensed Consolidated Financial
Statements............................................. F-20

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Introduction to Unaudited Pro Forma Financial
Information............................................ F-25
Unaudited Pro Forma Consolidated Balance Sheet as of March
31, 1997............................................... F-27
Unaudited Pro Forma Consolidated Statement of Operations
for the nine months ended March 31, 1997............... F-28
Unaudited Pro Forma Consolidated Statement of Operations
for the year ended June 30, 1996....................... F-29
Notes to Unaudited Pro Forma Consolidated Financial
Statements............................................. F-30

BUSINESSES ACQUIRED AND TO BE ACQUIRED
2301 SE 17TH ST., LTD. ("PIER 66")
Reports of Independent Certified Public Accountants....... F-33
Balance Sheets as of December 31, 1996 and 1995........... F-35
Statements of Operations for the years ended December 31,
1996, 1995 and 1994.................................... F-36
Statements of Partners' Equity for the years ended
December 31, 1996, 1995 and 1994....................... F-37
Statements of Cash Flows for the years ended December 31,
1996, 1995 and 1994.................................... F-38
Notes to Financial Statements............................. F-39

F-1
108

PAGE
----

RAHN BAHIA MAR, LTD. ("BAHIA MAR")
Report of Independent Certified Public Accountants........ F-45
Balance Sheets as of December 31, 1996 and 1995........... F-46
Statements of Operations for the years ended December 31,
1996 and 1995 and for the Period from Inception (June
28, 1994) to December 31, 1994......................... F-47
Statements of Partners' Equity for the years ended
December 31, 1996 and 1995 and for the Period from
Inception (June 28, 1994) to December 31, 1994......... F-48
Statements of Cash Flows for the years ended December 31,
1996 and 1995 and for the Period from Inception (June
28, 1994) to December 31, 1994......................... F-49
Notes to Financial Statements............................. F-50

CORAL SPRINGS ICE, LTD.
Report of Independent Certified Public Accountants........ F-54
Balance Sheet as of December 31, 1996..................... F-55
Statement of Operations for the Period from Inception
(February 26, 1996) to December 31, 1996............... F-56
Statement of Partners' Equity (Deficit) for the Period
from Inception (February 26, 1996) to
December 31, 1996...................................... F-57
Statement of Cash Flows for the Period from Inception
(February 26, 1996) to
December 31, 1996...................................... F-58
Notes to Financial Statements............................. F-59

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP
Reports of Independent Certified Public Accountants....... F-61
Balance Sheets as of December 31, 1996 and 1995........... F-63
Statements of Operations for the years ended December 31,
1996, 1995 and 1994.................................... F-64
Statements of Changes in Partners' Deficit for the years
ended December 31, 1996, 1995 and 1994................. F-65
Statements of Cash Flows for the years ended December 31,
1996, 1995 and 1994.................................... F-66
Notes to Financial Statements............................. F-67

UNAUDITED FINANCIAL STATEMENTS -- BOCA HOTEL AND CLUB
LIMITED PARTNERSHIP
Unaudited Balance Sheets as of March 31, 1997 and December
31, 1996............................................... F-79
Unaudited Statements of Operations for the three months
ended March 31, 1997 and 1996.......................... F-80
Unaudited Statements of Cash Flows for the three months
ended March 31, 1997 and 1996.......................... F-81
Notes to Unaudited Financial Statements................... F-82

F-2
109

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

We have audited the accompanying consolidated balance sheets of Florida
Panthers Holdings, Inc. (a Florida corporation) and subsidiaries as of June 30,
1996 and 1995 and the related statements of operations, shareholders' equity and
cash flows for each of the three years in the period ended June 30, 1996. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Florida Panthers Holdings,
Inc. and subsidiaries as of June 30, 1996 and 1995, and the results of their
operations and their cash flows for each of the three years in the period ended
June 30, 1996 in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
November 13, 1996
(except with respect to the
matters discussed in Note 8,
as to which the date is May 20, 1997).

F-3
110

FLORIDA PANTHERS HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE DATA)

JUNE 30, JUNE 30,
1996 1995
-------- --------

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

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

F-4
111

FLORIDA PANTHERS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

YEARS ENDED JUNE 30,
--------------------------------
1996 1995 1994
-------- -------- --------

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

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

F-5
112

FLORIDA PANTHERS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

(IN THOUSANDS, EXCEPT SHARE DATA)

CLASS A
COMMON STOCK
------------------ TOTAL
NUMBER OF CONTRIBUTED SHAREHOLDERS'
SHARES AMOUNT CAPITAL EQUITY (DEFICIT)
--------- ------ ----------- ----------------

Balance, July 1, 1993.............................. -- $-- $ (936) $ (936)
Net loss......................................... -- -- (12,926) (12,926)
------- --- -------- --------
Balance, June 30, 1994............................. -- -- (13,862) (13,862)
Acquisition of Decoma Entities................... 870,968 9 8,193 8,202
Net loss......................................... -- -- (15,386) (15,386)
Dividends-Decoma................................. -- -- (1,302) (1,302)
------- --- -------- --------
Balance, June 30, 1995............................. 870,968 9 (22,357) (22,348)
Net loss......................................... -- -- (25,139) (25,139)
Dividends-Decoma................................. -- -- (816) (816)
------- --- -------- --------
Balance June 30, 1996.............................. 870,968 $ 9 $(48,312) $(48,303)
======= === ======== ========

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

F-6
113

FLORIDA PANTHERS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

YEAR ENDED JUNE 30,
------------------------------
1996 1995 1994
-------- -------- --------

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

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

F-7
114

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996

(1) ORGANIZATION AND BASIS OF PRESENTATION

(a) General

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

(b) Initial Public Offering and Reorganization

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

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Hockey Revenue and Expense

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

(b) Arena Management Revenue and Expense

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

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

F-8
115

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

(d) Cash and Equivalents

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

(e) Note Payable -- Related Party

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

(f) Property and Equipment

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

YEARS
-----

Leasehold improvements...................................... 5-20
Furniture, fixtures and equipment........................... 5- 7

(g) Franchise Cost

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

The Club accounts for trades of player contracts as like-kind exchanges,
whereby the recorded basis of the contract of the acquired player(s) is equal to
the net book value of the contract of the traded player(s) plus or minus any
cash consideration.

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

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

F-9
116

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(h) Player Contract Costs

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

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

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

(i) Investment in Miami Arena Contract

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

(j) Deferred Revenue

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

(k) Income Taxes

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

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

(l) Concession Agreement

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

(m) Television and Radio Agreements

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

F-10
117

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

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

(n) Advertising Agreements

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

(o) Fair Value of Financial Instruments

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

(p) Use of Estimates

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

(q) Presentation

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

(r) Stock-Based Compensation

In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation". Under the provisions of SFAS No. 123, companies can either
measure the compensation cost of equity instruments issued under employee
compensation plans using a fair value based method, or can continue to recognize
compensation cost using the intrinsic value method under the provisions of
Accounting Principles Board Opinion ("APB") No. 25. However, if the provisions
of APB No. 25 are continued, pro forma disclosures of net income or loss and
earnings or loss per share must be presented in the financial statements as if
the fair value method had been applied. The Company intends to recognize
compensation costs under the provisions of APB No. 25, and upon adoption of SFAS
No. 123 as of July 1, 1996, will provide the expanded disclosure required by
SFAS No. 123.

F-11
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FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(3) THE MIAMI ARENA

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

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

(a) Operating Income (Loss)

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

(b) Seat Use Fee

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

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

(4) RELATED PARTY TRANSACTIONS

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

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

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

F-12
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FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(5) RELATED PARTY AND LONG-TERM DEBT

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

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

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

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

(6) EMPLOYEE BENEFIT PLANS

The Club's NHL hockey players are covered under the NHL Club Pension Plan
and Trust (the "Plan") which is administered by the NHL and represents a
multi-employer defined contribution plan. The Club's contributions to the Plan
totaled $179,606, $89,379 and $183,564 for the years ended June 30, 1996, 1995
and 1994, respectively. Such contributions are included in Team operations in
the accompanying consolidated statements of operations.

Certain of the Club's employees are participants in a 401(k) Savings and
Retirement Plan (the "401(k)"), a defined contribution plan for non-players. The
401(k) is available to employees over the age of 21 with at least one year of
service who work a minimum of 1,000 hours per year. Game day arena employees are
ineligible to participate in the 401(k). The Club may match a discretionary
percentage of the amount contributed by the participant up to a limit of 6% of
annual compensation. Employees may contribute up to 10% of their annual
compensation. Participants are automatically vested in compensation deferrals.
Vesting in Club matching contributions is at the rate of 20% after one year of
plan participation, 40% after two years, 60% after three years, 80% after four
years and 100% after five years. The Club did not make a discretionary
contribution in 1996, 1995 or 1994.

Through March 31, 1995, the Club's employees other than players and coaches
were covered under a self-insured group health plan sponsored by HHI. The Club
fully reimbursed the third-party administrator for

F-13
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FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

its actual billed cost, including the cost of all paid claims for all Club
employees other than coaches and players. Beginning April 1, 1995 the Club
obtained commercial insurance coverage to cover such employees' health care
costs for which employees make partial contributions. Players and coaches are
covered under the NHL Medical and Dental Plan administered by the NHL, for which
the Club pays 100% of the premiums.

(7) COMMITMENTS AND CONTINGENCIES

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

The terms of the license and the related agreements provide for the Club to
pay minimum rent of $9,000 per home game, a seat use charge of $.75 per ticket
sold and 7.5% of gross ticket sales proceeds over $200,000 per season plus
utilities, staffing and other operating expenses. For the years ended June 30,
1996, 1995 and 1994, rent expense for the license of the Arena was $1,787,795,
$729,382 and $1,173,181, respectively.

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

FISCAL
- ------

1997........................................................ $17,757,121
1998........................................................ 11,351,083
1999........................................................ 2,013,049
-----------
$31,121,253
===========

In June 1996, the Company entered into a license agreement for the use of
the Broward County Civic Arena (the "Broward License Agreement"). In connection
therewith, Broward County will receive revenue (the "County Preferred Revenue")
from the operations of the Broward County Civic Arena for an amount to be
determined concurrent with the issuance of the bonds. The Company has provided
Broward County a guaranty pursuant to which the Company will be obligated to pay
Broward County the County Preferred Revenue Obligation. The Company believes
that the revenue generated from the operations of the Broward County Civic Arena
will be sufficient to provide Broward County with the County Preferred Revenue.
The Broward License Agreement commences upon the completion of construction of
the Broward County Civic Arena, which is currently scheduled for October 1,
1998; however, the commencement of the Broward License Agreement may be deferred
by the Club until the following NHL hockey season in the event the Broward
County Civic Arena is completed between March 1 and July 1, 1999. Once
commenced, the Broward License Agreement is for a term of 30 years, which may be
extended for five year periods, subject to certain conditions, pursuant to
options granted to the Club by Broward County.

F-14
121

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

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

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

(8) SUBSEQUENT EVENTS

(a) Exchange Agreements

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

(b) Broward County Litigation

A lawsuit was filed on January 9, 1997 by Arena Development, seeking a
determination as to the applicability of Broward County's Prevailing Wage
Ordinance to the construction of the Broward County Civic Arena. The suit was
filed in the Seventeenth Judicial Circuit in and for Broward County, Florida.
The complaint filed alleged that the Prevailing Wage Ordinance did not apply to
the construction of the Broward County Civic Arena for two reasons: (i) the
Prevailing Wage Ordinance only applies to construction contracts in excess of
$250,000 to which Broward County is a party and Broward County is not a party to
the construction contract between Arena Development and the general contractor,
and (ii) the Development Agreement contained all the obligations and
responsibilities of both parties and does not include a provision mandating that
Arena Development comply with the Prevailing Wage Ordinance. The Prevailing Wage
Ordinance requires that all contracts to which the ordinance applies must
contain such a provision. The lawsuit asked for a declaratory judgement finding
the Prevailing Wage Ordinance did not apply to the construction of the Facility
and that Arena Development could continue without reference to the ordinance. On
February 21, 1997, the Seventeenth Judicial Circuit Court ruled against the
Company's complaint, finding

F-15
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FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

that the Prevailing Wage Ordinance was applicable. The Company has decided to
appeal the decision. An unfavorable outcome of this suit may require the Company
to incur additional costs of up to $5,000,000.

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

(d) Private Placement Transaction

On January 30, 1997, the Company issued and sold 2,460,000 unregistered,
but otherwise unrestricted (i.e., such shares are not subject to any type of
"lockup" agreement), shares of Class A Common Stock in a Private Placement at a
price of $27.75 per share. The Private Placement resulted in net proceeds to the
Company of approximately $70,000,000 after deducting placement agency fees.

(e) Securities Litigation

On January 28, 1997 and February 3, 1997, purported class action lawsuits
were filed against the Company and certain of its officers and directors which
allege, among other things, that the defendants violated the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), in connection with sales of the
Company's Class A Common Stock by the plaintiff and others in the purported
class between November 13, 1996 and December 22, 1996. The suits generally seek,
among other things, certification as a class and an award of damages in an
amount to be determined at trial. The Company intends to vigorously defend
against these suits.

(f) Boca Raton Hotel and Club

F-16
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FLORIDA PANTHERS HOLDINGS, INC.

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

MARCH 31, JUNE 30,
1997 1996
--------- --------

ASSETS
Current Assets:
Cash and equivalents...................................... $ 75,129 $ 465
Accounts receivable....................................... 10,445 3,119
Prepaid expenses and other................................ 1,831 172
-------- --------
Total current assets.............................. 87,405 3,756
Property and equipment, net................................. 129,152 972
Franchise cost, net of accumulated amortization of $2,279
and $1,823 at March 31, 1997 and June 30, 1996,
respectively.............................................. 22,033 22,489
Player contract acquisition costs, net of accumulated
amortization of $21,250 and $19,181 at March 31, 1997 and
June 30, 1996 respectively................................ 4,438 6,507
Other intangible assets, net of accumulated amortization of
$25 at March 31, 1997..................................... 6,118 --
Other assets................................................ 12,925 14,036
-------- --------
Total assets...................................... $262,071 $ 47,760
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Deferred revenue.......................................... $ 6,541 $ 988
Note payable -- related party............................. -- 40,172
Related party debt........................................ -- 20,000
Accounts payable and accrued expenses..................... 9,298 2,313
Current portion of long-term debt......................... 15,235 --
Other current liabilities................................. 3,611 4,313
-------- --------
Total current liabilities......................... 34,685 67,786
Long-term debt.............................................. 25,951 25,000
Other non-current liabilities............................... 1,560 3,277
Shareholders' equity:
Class A Common Stock, $.01 par value, 100,000,000 shares
authorized and 23,393,444 shares issued and
outstanding............................................ 234 9
Class B Common Stock, $.01 par value, 10,000,000 shares
authorized and 255,000 shares issued and outstanding... 3 --
Contributed capital....................................... 200,124 (48,312)
Accumulated deficit....................................... (486) --
-------- --------
Total shareholders' equity (deficit).............. 199,875 (48,303)
-------- --------
Total liabilities and shareholders' equity (deficit)...... $262,071 $ 47,760
======== ========

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

F-17
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FLORIDA PANTHERS HOLDINGS, INC.

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

THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
--------------------- ----------------------
1997 1996 1997 1996
------- ----------- ------- -----------

Revenue............................................ $21,754 $10,912 $37,137 $ 24,024
------- ------- ------- --------
Operating expenses:
Cost of services................................. 16,035 13,072 31,986 28,372
Selling, general and administrative.............. 3,146 1,669 7,243 5,055
Amortization and depreciation.................... 1,791 2,681 3,586 5,411
------- ------- ------- --------
Total operating expenses................. 20,972 17,422 42,815 38,838
------- ------- ------- --------
Net operating income (loss)................... 782 (6,510) (5,678) (14,814)
Interest and other income.......................... 863 37 1,014 85
Interest and other expense......................... (368) (1,342) (2,858) (3,623)
------- ------- ------- --------
Net income (loss)............................. $ 1,277 $(7,815) $(7,522) $(18,352)
======= ======= ======= ========

THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
--------------------- ----------------------
1997 1996 1997 1996
------- ----------- ------- -----------
(PRO FORMA) (PRO FORMA)

Per share data:
Primary and fully diluted earnings (loss) per
common and common equivalent share............ $ 0.07 $ (1.48) $ (0.72) $ (3.48)
======= ======= ======= ========
Weighted average shares outstanding.............. 17,510 5,276 10,498 5,276
======= ======= ======= ========

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

F-18
125

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

NINE MONTHS ENDED
MARCH 31,
--------------------
1997 1996
-------- --------

CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss.................................................. $ (7,522) $(18,352)
Adjustments to reconcile net loss to net cash used for
operating activities --
Amortization and depreciation.......................... 3,586 5,411
Deferred compensation.................................. (321) 1,669
Minority interest...................................... 416 153
Changes in operating assets and liabilities --
Accounts receivable.................................... (3,811) (1,748)
Prepaid expenses and other assets...................... 112 (4,218)
Accounts payable and accrued expenses.................. 542 676
Deferred revenue and other liabilities................. 3,013 3,744
-------- --------
Net cash used in operating activities............. (3,985) (12,665)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash used in business acquisitions, net of cash
acquired............................................... (7,286) --
Capital expenditures...................................... (953) (63)
-------- --------
Net cash used in investing activities............. (8,239) (63)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock................ 131,938 --
Payments on related party debt............................ (20,000) --
Payments on note payable and interest-related party....... (340) (3,500)
Increase to interest payable-related party................ 1,131 1,615
Increase to note payable-related party.................... -- 18,265
Payment of long-term debt................................. (25,130) --
Payment of dividends -- Decoma............................ (140) (643)
Distribution to minority interests -- Decoma.............. (571) (283)
-------- --------
Net cash provided by financing activities......... 86,888 15,454
-------- --------
Net increase in cash and equivalents.............. 74,664 2,726
Cash at beginning of period................................. 465 1,237
-------- --------
Cash at end of period....................................... $ 75,129 $ 3,963
======== ========

NON-CASH TRANSACTIONS:

In conjunction with the public offerings and the reorganization of Florida
Panthers Holdings, Inc., total note payable -- related party of $40,963,000 was
exchanged for 4,149,710 shares of Class A common stock, par value $.01 per
share, and 255,000 shares of Class B common stock, par value $.01 per share, of
Florida Panthers Holdings, Inc.

In conjunction with the acquisitions of all of the ownership interests of
Pier 66 and Bahia Mar, the Company issued 8,400,000 shares of Class A Common
Stock. In conjunction with the acquisition of certain assets relating to the
business of owning and operating a twin-pad ice rink facility, the Company
issued 212,766 shares of Class A Common Stock.

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

F-19
126

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS EXCEPT SHARE DATA)

1. INTERIM FINANCIAL STATEMENTS

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

In order to maintain consistency and comparability between periods
presented, certain amounts have been reclassified from the previously reported
financial statements in order to conform with the financial statement
presentation of the current period.

The accompanying statements of operations cover the three and nine month
periods ended March 31, 1997 and 1996. For financial reporting purposes, the
Company recognizes all hockey related revenues and expenses over the course of
the hockey season on a per game basis. With the National Hockey League ("NHL")
regular season beginning in early October, the three and nine month periods
ended March 31, 1997 encompassed 22 and 39 of the 41 Florida Panthers regular
season home games, respectively. Based on the present NHL regular season
schedule, which extends from early October through mid April, most of the
Company's hockey related revenues and expenses are reported during the second
and third quarters. Revenues and expenses relating to the Florida Panthers'
participation in the 1996-97 Stanley Cup Playoffs will be reflected during the
fourth quarter.

Pro forma weighted average shares outstanding for the three and nine month
periods ended March 31, 1996 include the 5,275,678 shares issued in connection
with the Reorganization as if such Reorganization had occurred at the beginning
of the periods presented. Such pro forma weighted average shares outstanding do
not include the 7.3 million shares sold in the Offerings (see Note 2).

2. STOCK OFFERINGS

THE OFFERINGS

On November 8, 1996, the Company sold a total of 7.3 million shares of
Class A common stock, par value $.01 per share (the "Class A Common Stock"), of
which 2.7 million were sold to the public in an initial public offering ("IPO")
and 4.6 million shares were sold in a concurrent offering directly to certain
investors at a price equal to the IPO price per share less underwriting
discounts and commissions but including the placement agent fee (collectively,
the "Offerings"). The shares of Class A Common Stock began trading on The Nasdaq
National Market on November 13, 1996.

Prior to the completion of the Offerings, and pursuant to an exchange
agreement, the Company acquired all of the partnership interests in Florida
Panthers Hockey Club, Ltd. ("Panthers Ltd.") in exchange for 4,149,710 shares of
its Class A Common Stock and 255,000 shares of its Class B common stock, par
value $.01 per share (the "Class B Common Stock"). Additionally, the Company
acquired all of the outstanding stock of Decoma Investment, Inc. I (formerly BIL
Development, Inc.) and Decoma Investment, Inc. II (formerly Linbeck Miami
Corporation), and, in turn, approximately 78% of the partnership interests in

F-20
127

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
(IN THOUSANDS EXCEPT SHARE DATA)

Decoma Miami Associates Ltd., a Florida limited partnership ("Decoma"), in
exchange for 870,968 shares of its Class A Common Stock. Collectively, these
transactions are referred to as the Reorganization.

Common Stock Outstanding after the Offerings:

Class A Common Stock........................................ 12,320,678 shares
Class B Common Stock........................................ 255,000 shares
-----------------
Total............................................. 12,575,678 shares
=================

PRIVATE PLACEMENT TRANSACTION

On January 30, 1997, the Company issued and sold 2,460,000 shares of Class
A Common Stock in a private placement transaction (the "Private Placement") at a
price of $27.75 per share. The Private Placement resulted in net proceeds to the
Company of approximately $65.6 million after deducting placement agency fees.

3. BUSINESS COMBINATIONS

COMPLETED ACQUISITIONS

Businesses acquired through March 31, 1997 and accounted for under the
purchase method of accounting are included in the financial statements from the
date of acquisition.

On January 31, 1997, the Company acquired certain assets relating to the
business of owning and operating a twin-pad ice facility located in Coral
Springs, Florida in exchange for $1.0 million in cash, 212,766 shares of the
Company's Class A Common Stock and the assumption by the Company of a maximum of
approximately $8.1 million in construction-related obligations, of which
approximately $6.7 million was repaid upon consummation of the acquisition. This
acquisition has been accounted for under the purchase method of accounting.

On March 4, 1997, the Company acquired all of the ownership interests,
comprised of capital stock and partnership interests, of each of the entities
which own, directly or indirectly, all of the general and limited partnership
interests in the Hyatt Regency Pier 66 Resort and Marina ("Pier 66") for
4,450,000 shares of Class A Common Stock. This acquisition has been accounted
for under the purchase method of accounting.

On March 4, 1997 the Company acquired all of the ownership interests,
comprised of capital stock and partnership interests, of each of the entities
which own, directly or indirectly, all of the general and limited partnership
interests in the Radisson Bahia Mar Resort and Yachting Center ("Bahia Mar") in
exchange for 3,950,000 shares of Class A Common Stock. This acquisition has been
accounted for under the purchase method of accounting.

The Company's consolidated results of operations on an unaudited pro forma
basis assuming that the above acquisitions had occurred at the beginning of the
period presented are as follows:

NINE MONTHS NINE MONTHS
ENDED ENDED
MARCH 31, MARCH 31,
1997 1996
----------- -----------

Revenue..................................................... $67,582 $ 55,075
Net operating income (loss)................................. $ 1,083 $ (9,106)
Net loss.................................................... $(5,230) $(15,531)
Pro forma fully diluted loss per common and common
equivalent share.......................................... $ (.29) $ (1.14)

F-21
128

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
(IN THOUSANDS EXCEPT SHARE DATA)

The following summarizes the preliminary purchase price allocation for all
business combinations accounted for under the purchase method of accounting
consummated during the nine months ended March 31, 1997:

Property, plant and equipment............................... $127,579
Other intangible assets..................................... 6,143
Working capital deficiency, excluding cash.................. (2,181)
Debt assumed................................................ (41,316)
Common stock issued......................................... (82,939)
--------
Cash used in business acquisitions, net of cash acquired.... $ 7,286
========

PENDING ACQUISITIONS

On March 20, 1997, the Company entered into a contribution and exchange
agreement related to the acquisition of substantially all of the assets of Boca
Raton Hotel and Club Limited Partnership ("Boca") in exchange for certain
consideration, including certain rights and warrants to acquire 5,848,538 shares
of Class A Common Stock, together with the assumption of certain indebtedness of
Boca. Consummation of the transaction, which will be accounted for under the
purchase method of accounting, is subject to customary conditions, including the
receipt of requisite approvals from the shareholders of the Company and the
limited partners of the Boca. The financial statements included herein do not
reflect any aspects of the exchanges.

4. PROPERTY AND EQUIPMENT

A summary of property and equipment is shown below:

MARCH 31, JUNE 30,
1997 1996
--------- ---------

Land and improvements....................................... $ 28,588 $ --
Buildings and improvements.................................. 89,106 792
Furniture, fixtures and equipment........................... 12,838 932
-------- ------
130,532 1,724
Less: accumulated depreciation.............................. (1,380) (752)
-------- ------
$129,152 $ 972
======== ======

5. USE OF PROCEEDS/REPAYMENT OF OUTSTANDING DEBT

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

F-22
129

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
(IN THOUSANDS EXCEPT SHARE DATA)

6. LONG-TERM DEBT

In connection with the acquisition of the two resort and marina properties,
the Company assumed certain debt. The Company's outstanding debt at March 31,
1997 consisted of the following:

Mortgage note, collateralized by substantially all Pier 66
property and equipment, varying interest rate (8.39% at
March 31, 1997), balloon payment on outstanding principal
due June 29, 2000......................................... $ 25,951
Note payable to bank, collateralized by substantially all
Bahia Mar property and equipment, varying interest rate
(8.69% at March 31, 1997), due June 30, 1997 but may be
extended under a one year extension option................ 15,235
--------
Total debt outstanding...................................... 41,186
Less: current portion....................................... (15,235)
--------
Long-term debt at March 31, 1997............................ $ 25,951
========

7. STOCK OPTIONS AND WARRANTS

The Company has a stock option plan under which the Company may grant to
key employees and directors of the Company, stock options to purchase shares of
Class A Common Stock. Stock options granted under the plans are non-qualified
and are granted at a price equal to the fair market value of the Class A Common
Stock at the date of grant.

A summary of stock option transactions for the nine months ended March 31,
1997 is as follows:

Options outstanding at July 1, 1996......................... --
Options Granted............................................. 1,033,265
Options Exercised........................................... --
Options Canceled............................................ (16,725)
---------
Options outstanding at March 31, 1997....................... 1,016,540
=========
Prices of options outstanding at March 31, 1997............. $10.00 to
$ 23.50
Average price of options outstanding at March 31, 1997...... $ 10.20
Vested options at March 31, 1997............................ --
Options available for future grants at March 31, 1997....... 1,583,460

8. EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE

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

F-23
130

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
(IN THOUSANDS EXCEPT SHARE DATA)

The computation of weighted average common and common equivalent shares
used in the calculation of fully diluted earnings per share for the three months
ended March 31, 1997, which is substantially the same as the computation used to
calculate primary earnings per share, is as follows:

Common shares outstanding................................... 23,648
Common equivalent shares.................................... 1,017
Weighted average treasury shares purchased.................. (382)
Effect of using weighted average common and common
equivalent shares outstanding............................. (6,773)
-------
17,510
=======

In February 1997, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 128, "Earnings Per Share" ("SFAS No. 128"). SFAS No. 128 supersedes
Accounting Principles Board Opinion No. 15, "Earnings Per Share", and specifies
the computation, presentation and disclosure requirements for earnings or loss
per share ("EPS") for entities with publicly held common stock or potential
common stock. SFAS No. 128 replaces presentation of primary EPS with a
presentation of basic EPS and fully diluted EPS with diluted EPS. The provisions
of SFAS No. 128 require dual presentation of basic and diluted EPS on the face
of the statement of operations for all entities with complex capital structures.
Furthermore, the provisions of SFAS No. 128 require basic EPS and diluted EPS be
presented for both income (loss) from continuing operations and net income
(loss) on the face of the statement of operations. SFAS No. 128 also requires a
reconciliation of the numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS computation.

The Company will adopt the provision of SFAS No. 128, as required. The
Company's management believes such adoption will not have a material impact on
the Company's EPS calculations.

F-24
131

FLORIDA PANTHERS HOLDINGS, INC.

INTRODUCTION TO
UNAUDITED PRO FORMA FINANCIAL INFORMATION

GENERAL

The following Unaudited Pro Forma Consolidated Balance Sheet as of March
31, 1997 and the Unaudited Pro Forma Statements of Operations for the year ended
June 30, 1996 and nine months ended March 31, 1997 reflect adjustments to
Florida Panthers Holdings, Inc. (the "Company"), Hyatt Regency Pier 66 Hotel
("2301 Ltd."), Radisson Bahia Mar Resort and Yachting Center ("Rahn Ltd."),
Incredible Ice and Boca Raton Resort & Club historical financial position and
results of operations to give effect to the transactions discussed below as if
such transactions had been consummated at March 31, 1997, or at the beginning of
the period presented.

SEASONALITY

The Company operates in two separate business segments, both of which are
seasonal. Hockey related revenues and team operating expenses are recognized
during the regular season which extends from early October through mid-April. In
addition, approximately 45% to 50% of the resort net operating revenues are
earned during the period from January through April.

THE PRIOR OFFERINGS

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

PRIVATE PLACEMENT TRANSACTION

On January 30, 1997, the Company issued and sold 2,460,000 shares of
unregistered, but otherwise unrestricted, Class A Common Stock in a Private
Placement at a price of $27.75 per share. The Private Placement resulted in net
proceeds to the Company of $65.6 million after deducting placement agency fees
and other expenses. The application of the net proceeds of the Private Placement
has been reflected in the Unaudited Pro Forma Consolidated Statements of
Operations as if it had occurred at the beginning of the periods presented.

2301 LTD. AND RAHN LTD.

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

INCREDIBLE ICE

On January 31, 1997, the Company acquired substantially all of the
business, assets and operations of Iceland (Coral Springs) Corp. and Iceland
Holdings, Inc. ("Incredible Ice"), including the business, assets and operations
of a twin pad ice rink facility. In addition, the Company acquired from an
architectural firm and such architectural firm's principal certain architectural
plans and designs relating to the ice rink facility.

F-25
132

The consideration paid by the Company in connection with these acquisitions
consisted of the assumption by the Company of a maximum of approximately
$8,100,000 in construction-related obligations, of which approximately
$6,700,000 was repaid upon consummation of the referenced acquisition,
$1,000,000 in cash and 212,766 shares of unregistered, but otherwise
unrestricted, Class A Common Stock with a market value, if registered and
tradeable, of $4,000,000. These acquisitions will be accounted for as a purchase
business combination.

BOCA RATON HOTEL AND CLUB

On March 20, 1997, the Company entered into a definitive agreement (the
"Contribution and Exchange Agreement") with Boca Raton Hotel and Club Limited
Partnership, a Florida limited partnership ("Boca Partnership"), BRMC, L.P., a
Delaware limited partnership and the general partner of the Boca Partnership
(the "General Partner"), and BRMC Corporation, a Delaware corporation and
general partner of the General Partner ("BRMC"). Pursuant to the Contribution
and Exchange Agreement, substantially all of the assets of Boca Partnership will
be transferred to Panthers BRHC Limited, a newly formed Florida limited
partnership, in exchange for (i) a non-managing general partner interest in
Panthers BRHC, (ii) rights (the "Rights") which may be exercised, without
further consideration, to acquire approximately 4,928,917 shares of the
Company's Class A Common Stock, (iii) warrants to purchase approximately 919,621
additional shares of the Class A Common Stock at a price of $29.01 per share and
(iv) the assumption of indebtedness of Boca Partnership in the amount of
approximately $195.0 million, of which approximately $85.0 million will be
repaid upon consummation of the transaction contemplated by the Contribution and
Exchange Agreement (the "Contribution and Exchange"). Of the $85.0 million to be
repaid, $45.0 million will be paid from the Company's working capital and $40.0
million will be paid from the incurrence of additional debt. Consummation of the
Contribution and Exchange is subject to customary conditions, including the
receipt of requisite approvals from the shareholders of the Company and the
limited partners of Boca Partnership.

F-26
133

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

MARCH 31, 1997
(IN THOUSANDS)

BUSINESS TO BE ACQUIRED PRO FORMA AS
------------------------------ ADJUSTED FOR THE
FLORIDA PANTHERS BOCA RATON HOTEL ACQUISITION BUSINESS TO BE
HOLDINGS, INC. & CLUB ADJUSTMENTS ACQUIRED
---------------- ---------------- ----------- ----------------

Current Assets:
Cash and equivalents.............. $ 75,129 $ 1,736 $ 40,000(c) $ 31,865
(85,000)(c)
Accounts receivable............... 10,445 15,581 26,026
Prepaid expenses and other........ 1,831 36,237 38,068
-------- -------- -------- --------
Total current assets...... 87,405 53,554 (45,000) 95,959
Property and equipment, net......... 129,152 116,789 230,136(a) 476,077
Franchise cost, net................. 22,033 22,033
Player contract acquisition costs,
net............................... 4,438 4,438
Investment in Miami Arena
contract.......................... 8,609 8,609
Other intangible assets, net........ 6,118 6,118
Other assets........................ 4,316 17,751 (9,620)(b) 12,447
-------- -------- -------- --------
Total assets.............. $262,071 $188,094 $175,516 $625,681
======== ======== ======== ========
Current Liabilities:
Deferred revenue.................. $ 6,541 $ 4,936 $ 11,477
Accounts payable and accrued
expenses....................... 9,298 19,677 $ 11,800(b) 40,775
Current portion of long-term
debt........................... 15,235 400 15,635
Other current liabilities......... 3,611 6,236 9,847
-------- -------- -------- --------
Total current
liabilities............. 34,685 31,249 11,800 77,734
Long-term debt...................... 25,951 174,800 19,800(b) 175,551
40,000(c)
(85,000)(c)
Other non-current liabilities....... 1,560 58,511 60,071
Shareholders' Equity
Class A Common Stock........... 234 49(d) 283
Class B Common Stock........... 3 3
Contributed capital............ 200,124 (76,466) 188,867(d) 312,525
Accumulated deficit............ (486) (486)
-------- -------- -------- --------
Total shareholders'
equity.................. 199,875 (76,466) 188,916 312,325
-------- -------- -------- --------
Total liabilities and
shareholders' equity.... $262,071 $188,094 $175,516 $625,681
======== ======== ======== ========

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

F-27
134

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED MARCH 31, 1997
(IN THOUSANDS)

BUSINESSES ACQUIRED(V)
-----------------------------------
FLORIDA
PANTHERS PRO FORMA
HOLDINGS, INC. OFFERING AS ACQUISITION
ACTUAL ADJUSTMENTS ADJUSTED 2301 LTD. RAHN LTD. ADJUSTMENTS
-------------- ----------- ------------ --------- --------- -----------

Revenue:
Ticket sales......................... $18,944 $18,944
Television and radio................. 5,745 5,745
Advertising and promotion............ 3,580 3,580
Arena operations..................... 2,138 2,138
Rooms................................ 2,535 2,535 $ 8,846 $ 5,031
Yachting and marina services......... 701 701 2,242 2,865
Food, beverage and banquets.......... 1,209 1,209 5,800 1,867
Retail and other..................... 507 507 1,623 1,815
Other, primarily concessions......... 1,778 1,778
------- ------ ------- ------- ------- -------
Total revenue................... 37,137 37,137 18,511 11,578
Cost of revenue:
Team operations...................... 27,482 27,482
Ticketing and arena operations....... 2,865 2,865
Rooms................................ 408 408 1,925 1,071
Yachting and marina services......... 169 169 656 612
Food, beverage and banquets.......... 843 843 4,371 1,436
Retail and other..................... 219 219 727 796
Selling, general and
administrative..................... 7,243 7,243 5,513 3,658 $ 301(j)
------- ------ ------- ------- ------- -------
Total cost of revenue........... 39,229 39,229 13,192 7,573 301
Amortization and depreciation......... (3,586) (3,586) (1,155) (1,348) (977)(i)
------- ------ ------- ------- ------- -------
Operating income (loss)............... (5,678) (5,678) 4,164 2,657 (1,278)
Interest and other, net............... (1,844) $2,069(g) 225 (1,487) (816)
------- ------ ------- ------- ------- -------
Net income (loss)..................... $(7,522) $2,069 $(5,453) $ 2,677 $ 1,841 $(1,278)
======= ====== ======= ======= ======= =======
Net income (loss) per share........... $ (0.72)(f) $ (0.43)(h)
Pro Forma weighted average shares
outstanding.......................... 10,498(f) 12,811(h)

BUSINESSES ACQUIRED(V) BUSINESS TO BE ACQUIRED(E)
------------------------------------------------- ------------------------------
PRO FORMA AS
ADJUSTED FOR THE
INCREDIBLE ACQUISITION BUSINESSES BOCA RATON HOTEL ACQUISITION
ICE ADJUSTMENTS ACQUIRED & CLUB ADJUSTMENTS
---------- ----------- ----------------- ---------------- -----------

Revenue:
Ticket sales......................... $18,944
Television and radio................. 5,745
Advertising and promotion............ 3,580
Arena operations..................... 2,138
Rooms................................ 16,412 $35,579
Yachting and marina services......... 5,808
Food, beverage and banquets.......... 8,876 26,053
Retail and other..................... 3,945 27,680
Other, primarily concessions......... $ 356 2,134
------- --- ----- ----- -------
Total revenue................... 356 67,582 89,312
Cost of revenue:
Team operations...................... 27,482
Ticketing and arena operations....... 2,865
Rooms................................ 3,404 8,199
Yachting and marina services......... 1,437
Food, beverage and banquets.......... 6,650 20,410
Retail and other..................... 1,742 14,694
Selling, general and
administrative..................... 1,175(k) $ 4(j) 17,894 25,917 $ (817)(j)(n)
------- --- ----- ----- -------
Total cost of revenue........... 1,175 4 61,474 69,220 (817)
Amortization and depreciation......... (36) (89)(l) (7,191) (4,667) (1,793)(i)
------- --- ----- ----- -------
Operating income (loss)............... (855) 93 (1,083) 15,425 (976)
Interest and other, net............... (2,078) (13,250) 4,250(o)
------- --- ----- ----- -------
Net income (loss)..................... $ (855) $ 93 $(3,161) $ 2,175 $ 3,274
======= === ===== ===== =======
Net income (loss) per share........... $ (0.15)(m)
Pro Forma weighted average shares
outstanding.......................... 20,550(m)

PRO FORMA AS
ADJUSTED FOR THE
BUSINESS TO BE
ACQUIRED
----------------

Revenue:
Ticket sales......................... $ 18,944
Television and radio................. 5,745
Advertising and promotion............ 3,580
Arena operations..................... 2,138
Rooms................................ 51,991
Yachting and marina services......... 5,808
Food, beverage and banquets.......... 34,929
Retail and other..................... 31,625
Other, primarily concessions......... 2,134
------
Total revenue................... 156,894
Cost of revenue:
Team operations...................... 27,482
Ticketing and arena operations....... 2,865
Rooms................................ 11,603
Yachting and marina services......... 1,437
Food, beverage and banquets.......... 27,060
Retail and other..................... 16,436
Selling, general and
administrative..................... 42,994
------
Total cost of revenue........... 129,877
Amortization and depreciation......... (13,651)
------
Operating income (loss)............... 13,366
Interest and other, net............... (11,078)
------
Net income (loss)..................... $ 2,288
======
Net income (loss) per share........... $ 0.09(p)
Pro Forma weighted average shares
outstanding.......................... 26,770(p)

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

F-28
135

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1996

BUSINESSES ACQUIRED(V)
----------------------

FLORIDA
PANTHERS
HOLDINGS, INC. OFFERING PRO FORMA
ACTUAL ADJUSTMENTS AS ADJUSTED 2301 LTD. RAHN LTD.
-------------- ----------- ----------- --------- ----------

Revenue:
Ticket Sales..................................... $ 23,226 $ 23,226
Television and radio............................. 5,141 5,141
Advertising and promotion........................ 2,192 2,192
Arena operations................................. 1,082 1,082
Rooms............................................ $12,036 $ 6,251
Yachting and marina services..................... 3,481 3,813
Food, beverage and banquets...................... 8,309 2,379
Retail and other................................. 2,513 2,365
Other, primarily concessions..................... 2,446 2,446
-------- ------ -------- ------- -------
Total revenue............................... 34,087 34,087 26,339 14,808
Cost of revenue:
Team operations.................................. 32,639 32,639
Ticketing and arena operations................... 3,319 3,319
Rooms............................................ 2,698 1,402
Yachting and marina services..................... 1,175 733
Food, beverage and banquets...................... 6,340 1,870
Retail and other................................. 1,078 1,088
Selling, general and administrative.............. 8,371 8,371 7,957 5,068
-------- ------ -------- ------- -------
Total cost of revenue....................... 44,329 44,329 19,248 10,161
Amortization and depreciation.................... (9,815) (9,815) (1,608) (1,935)
-------- ------ -------- ------- -------
Operating income (loss)........................... (20,057) (20,057) 5,483 2,712
Interest and other, net........................... (5,082) $5,030(g) (52) (2,299) (1,340)
-------- ------ -------- ------- -------
Net income (loss)................................. $(25,139) $5,030 $(20,109) $ 3,184 $ 1,372
======== ====== ======== ======= =======
Net loss per share................................ $ (4.76)(q) $ (1.99)(r)
Pro Forma weighted average shares outstanding..... 5,276(q) 10,114(r)

BUSINESSES ACQUIRED(V)
----------------------------------------------------------
PRO FORMA
AS ADJUSTED FOR
THE
ACQUISITION INCREDIBLE ACQUISITION BUSINESSES
ADJUSTMENTS ICE(U) ADJUSTMENTS ACQUIRED
----------- ---------- ----------- ---------------

Revenue:
Ticket Sales..................................... $ 23,226
Television and radio............................. 5,141
Advertising and promotion........................ 2,192
Arena operations................................. 1,082
Rooms............................................ 18,287
Yachting and marina services..................... 7,294
Food, beverage and banquets...................... 10,688
Retail and other................................. 4,878
Other, primarily concessions..................... 2,446
------- -- --- --------
Total revenue............................... 75,234
Cost of revenue:
Team operations.................................. 32,639
Ticketing and arena operations................... 3,319
Rooms............................................ 4,100
Yachting and marina services..................... 1,908
Food, beverage and banquets...................... 8,210
Retail and other................................. 2,166
Selling, general and administrative.............. $ 411(j) 21,807
------- -- --- --------
Total cost of revenue....................... 411 74,149
Amortization and depreciation.................... (1,458)(i) $(152)(l) (14,968)
------- -- --- --------
Operating income (loss)........................... (1,869) (152) (13,883)
Interest and other, net........................... (3,691)
------- -- --- --------
Net income (loss)................................. $(1,869) $ $(152) $(17,574)
======= == === ========
Net loss per share................................ $ (0.94)(s)
Pro Forma weighted average shares outstanding..... 18,727(s)

BUSINESS TO BE ACQUIRED(E)
--------------------------
PRO FORMA AS
ADJUSTED FOR
THE
BOCA RATON ACQUISITION BUSINESS TO BE
HOTEL & CLUB ADJUSTMENTS ACQUIRED
------------ ----------- --------------

Revenue:
Ticket Sales..................................... $ 23,226
Television and radio............................. 5,141
Advertising and promotion........................ 2,192
Arena operations................................. 1,082
Rooms............................................ $ 47,044 65,331
Yachting and marina services..................... 7,294
Food, beverage and banquets...................... 33,465 44,153
Retail and other................................. 30,799 35,677
Other, primarily concessions..................... 2,446
-------- ------- --------
Total revenue............................... 111,308 186,542
Cost of revenue:
Team operations.................................. 32,639
Ticketing and arena operations................... 3,319
Rooms............................................ 10,895 14,995
Yachting and marina services..................... 1,908
Food, beverage and banquets...................... 25,597 33,807
Retail and other................................. 16,771 18,937
Selling, general and administrative.............. 38,223 $(1,169)(n)(j) 58,861
-------- ------- --------
Total cost of revenue....................... 91,486 (1,169) 164,466
Amortization and depreciation.................... (6,420) (1,753)(i) (23,141)
-------- ------- --------
Operating income (loss)........................... 13,402 (584) (1,065)
Interest and other, net........................... (15,697) 3,697(o) (15,691)
-------- ------- --------
Net income (loss)................................. $ (2,295) $ 3,113 $(16,756)
======== ======= ========
Net loss per share................................ $ (0.66)(t)
Pro Forma weighted average shares outstanding..... 25,309(t)

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

F-29
136

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

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

HISTORICAL STEP-UP AS ADJUSTED
---------- -------- -----------

Land........................................... $ 26,851 $ 79,376 $106,227
Building, net.................................. 63,157 150,760 213,917
Furniture and equipment, net................... 17,446 -- 17,446
Construction-in-progress....................... 9,335 -- 9,335
-------- -------- --------
Total fixed assets........................... $116,789 $230,136 $346,925
======== ======== ========

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

(b) Represents adjustments to outstanding debt and related costs, including
yield maintenance adjustment of $19,800,000 resulting from the early
retirement of debt in connection with the change of control, reduction of
deferred loan costs of $9,620,000 and accrual of acquisition closing costs
of $11,800,000. The yield maintenance adjustment has been determined in
accordance with Boca Partnership's debt agreements.

(c) Represents the use of Private Placement proceeds to repay approximately
$25,000,000 of outstanding debt and approximately $19,800,000 of yield
maintenance fees (see note (b) above). Approximately $40,000,000 of
additional debt will be repaid with funds provided by additional borrowings
in accordance with the terms of the Contribution and Exchange.

(d) Represents the issuance of 4,928,917 shares of Class A Common Stock in
exchange for the property and equipment detailed in note (a) less the fair
value of long-term debt, per the Contribution and Exchange Agreement. The
fair market value of the net assets received ($112,450,000 or $22.81 per
share) is based on the average share price for 5 days before and 5 days
after execution of the Contribution and Exchange Agreement reduced by a
discount which was based upon the nature of the securities received
(convertible limited partnership units) and the size of the block of shares
to be ultimately issued. The adjustment amount is a combination of the
partners' deficit and the fair value noted.

(e) Boca Raton Resort and Club has a fiscal year which ends on December 31.
Reflected hereon are the results of operations for Boca Raton Resort and
Club for the nine month period ended March 31, 1997 and the twelve month
period ended June 30, 1996.

(f) Net loss per share and weighted average shares outstanding are determined
based on the (i) 5,275,678 shares issued in connection with the
Reorganization as if they had been outstanding for the entire period
presented (ii) 7,300,000 shares issued in connection with the Prior
Offerings (iii) 8,400,000 shares issued in the acquisitions of Pier 66 and
Bahia Mar (4,450,000 shares for Pier 66 and 3,950,000 shares for Bahia Mar)
(iv) 212,766 shares issued in the acquisition of Incredible Ice and (v)
2,460,000 shares issued in the Private Placement for the period for which
they were actually outstanding.

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

(h) Net loss per share and weighted average shares outstanding are determined
based on the (i) 5,275,678 shares issued in connection with the
Reorganization as if they had been outstanding for the entire period
presented, (ii) 4,838,710 shares (of the 7,300,000 shares issued in the
Prior Offerings) issued to repay

F-30
137

the Company's outstanding indebtedness as if they had been outstanding for
the period prior to the Prior Offerings (iii) 7,300,000 shares issued in
connection with the Prior Offerings (iv) 8,400,000 shares issued in the
acquisitions of Pier 66 and Bahia Mar (4,450,000 shares for Pier 66 and
3,950,000 shares for Bahia Mar) (v) 212,766 shares issued in the
acquisition of Incredible Ice and (vi) 2,460,000 shares issued in the
Private Placement for the period for which they were actually outstanding.

(i) Represents the additional depreciation expense associated with the
stepped-up basis of the property and equipment of the acquired companies.

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

(k) These Selling, general and administrative costs include approximately
$691,000 of legal and advisory costs incurred by the previous owners
related to unconsummated private placement and business sale transactions.

(l) Represents the amortization of the excess of purchase price over the
historical cost basis of assets of Incredible Ice ($6,092,000) over an
estimated useful life of 40 years.

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

(n) Represents the net difference in contracted expenses incurred prior to the
acquisition versus those to be incurred subsequent to the acquisition. Such
costs include payments under employment contracts and management
agreements.

(o) Represents the reduction of interest expense associated with approximately
$150,000,000 of adjusted debt balances related to the acquisition of the
Boca Raton Hotel and Club as discussed in note (c).

(p) Net income per share and weighted average shares outstanding are determined
based on the (i) 5,275,678 shares issued in connection with the
Reorganization as if they had been outstanding for the entire period
presented, (ii) 4,838,710 shares (of the 7,300,000 shares issued in the
Prior Offerings) issued to repay the Company's outstanding indebtedness as
if they had been outstanding for the period prior to the Prior Offerings,
(iii) 7,300,000 shares issued in connection with the Prior Offerings for
the period for which they were actually outstanding, (iv) 8,400,000 shares
issued in connection with the Exchange Agreements (4,450,000 shares for
2301 Ltd. and 3,950,000 shares for Rahn Ltd.), (v) 212,766 shares issued in
the acquisition of Incredible Ice, (vi) 2,460,000 shares issued in the
Private Placement for the period for which they were actually outstanding
(vii) 4,928,917 shares issued in connection with the acquisition of Boca
Raton Hotel and Club and (viii) 1,652,589 shares (of the 2,460,000 issued
in the Private Placement) used to repay $45 million of outstanding
indebtedness as if they had been outstanding for the entire period
presented.

(q) Net loss per share and weighted average shares outstanding are determined
based on the 5,275,678 shares issued in connection with the Reorganization
as if they had been outstanding for the entire period presented.

(r) Net loss per share and weighted average shares outstanding are determined
based on the (i) 5,275,678 shares issued in connection with the
Reorganization and (ii) 4,838,710 shares (of the 7,300,000 shares issued in
the Prior Offerings) issued to repay the Company's outstanding indebtedness
as if they had been outstanding for the entire period presented.

F-31
138

(s) Net loss per share and weighted average shares outstanding are determined
based on the (i) 5,275,678 shares issued in connection with the
Reorganization, (ii) 4,838,710 shares (of the 7,300,000 shares offered in
the Prior Offerings) issued to repay the Company's outstanding
indebtedness, (iii) 8,400,000 shares issued in connection with the Exchange
Agreements (4,450,000 shares for 2301 Ltd. and 3,950,000 shares for Rahn
Ltd.) and (iv) 212,766 shares issued in the acquisition of Incredible Ice
as if they had been outstanding for the entire period presented.

(t) Net loss per share and weighted average shares outstanding are determined
based on the (i) 5,275,678 shares issued in connection with the
Reorganization, (ii) 4,838,710 shares (of the 7,300,000 shares offered in
the Prior Offerings) issued to repay the Company's outstanding
indebtedness, (iii) 8,400,000 shares issued in connection with the Exchange
Agreements (4,450,000 shares for 2301 Ltd. and 3,950,000 shares for Rahn
Ltd.), (iv) 212,766 shares issued in the acquisition of Incredible Ice, (v)
4,928,917 shares issued in connection with the acquisition of Boca Raton
Hotel and Club and (vi) 1,652,589 shares (of the 2,460,000 issued in the
Private Placement) used to repay $45 million of outstanding indebtedness as
if they had been outstanding for the entire period presented.

(u) Incredible Ice commenced its operations during November, 1996. Accordingly,
there are no results of operations included hereon for the period ended
June 30, 1996.

(v) 2301 Ltd., Rahn Ltd. and Incredible Ice have fiscal years which end on
December 31. Reflected hereon are the results of operations of 2301 Ltd.,
Rahn Ltd. and Incredible Ice for the twelve month period ended June 30,
1996 and the period from July 1, 1996 to the date of acquisition by the
Company.

F-32
139

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

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

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

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

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
January 10, 1997.

F-33
140

INDEPENDENT AUDITORS' REPORT

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

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

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

KPMG PEAT MARWICK LLP

Fort Lauderdale, Florida,
April 19, 1996

F-34
141

2301 SE 17TH ST., LTD.

BALANCE SHEETS

DECEMBER 31, 1996 AND 1995

ASSETS

1996 1995
----------- -----------

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

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

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

F-35
142

2301 SE 17TH ST., LTD.

STATEMENTS OF OPERATIONS

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

1996 1995 1994
------------ ------------ ------------

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

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

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

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

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

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

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

F-36
143

2301 SE 17TH ST., LTD.

STATEMENTS OF PARTNERS' EQUITY

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

CLASS A CLASS B
GENERAL PARTNER LIMITED PARTNERS LIMITED PARTNERS TOTAL
--------------- ---------------- ---------------- -----------

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

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

F-37
144

2301 SE 17TH ST., LTD.

STATEMENTS OF CASH FLOWS

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

1996 1995 1994
----------- ----------- -----------

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

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

F-38
145

2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS

(1) BACKGROUND OF THE PARTNERSHIP AND OPERATIONS:

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

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

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

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

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

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a) Basis of Accounting --

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

(b) Cash and Cash Equivalents --

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

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

(d) Depreciation --

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

Land improvements.............................. 20 years
Building and improvements...................... 40 years
Furnishings and equipment...................... 5-7 years

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2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(e) Property and Equipment --

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

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

(f) Use of Estimates --

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

(g) Fair Value of Financial Instruments --

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

(h) Business Risk --

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

(i) Concentration of Credit Risk --

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

(3) INCOME TAXES:

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

F-40
147

2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(4) ACCRUED LIABILITIES:

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

1996 1995
-------- ----------

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

(5) LONG-TERM DEBT:

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

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

1996 1995
----------- -----------

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

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

(6) MANAGEMENT AGREEMENT:

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

F-41
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2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

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

(7) LICENSE AND FRANCHISE AGREEMENTS:

Hyatt Franchise--

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

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

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

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

F-42
149

2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(8) PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:

1996 1995
-------------------- --------------------

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

(9) LEASES:

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

1997............................................ $ 75,825
1998............................................ 48,196
1999............................................ 2,136
2000............................................ 356
Thereafter...................................... --
--------
$126,513
========

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

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

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

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

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

1997............................................ $239,373
1998............................................ 191,554
Thereafter...................................... --

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2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(10) DEFERRED COMPENSATION PLAN:

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

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

(11) EXCHANGE AGREEMENT:

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

F-44
151

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners of
Rahn Bahia Mar, Ltd.:

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

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

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
January 10, 1997.

F-45
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RAHN BAHIA MAR, LTD.

BALANCE SHEETS

DECEMBER 31, 1996 AND 1995

ASSETS

1996 1995
----------- -----------

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

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

F-46
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RAHN BAHIA MAR, LTD.

STATEMENTS OF OPERATIONS

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

PERIOD FROM
INCEPTION
(JUNE 28, 1994) TO
1996 1995 DECEMBER 31, 1994
----------- ----------- ------------------

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

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

F-47
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RAHN BAHIA MAR, LTD.

STATEMENTS OF PARTNERS' EQUITY

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

GENERAL PARTNER LIMITED PARTNERS
(1%) (99%) TOTAL
--------------- ---------------- -----------

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

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

F-48
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RAHN BAHIA MAR, LTD.

STATEMENTS OF CASH FLOWS

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

PERIOD FROM
INCEPTION
(JUNE 28, 1994) TO
1996 1995 DECEMBER 31, 1994
----------- ----------- ------------------

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

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

F-49
156

RAHN BAHIA MAR, LTD.

NOTES TO FINANCIAL STATEMENTS

(1) BACKGROUND OF THE PARTNERSHIP AND OPERATIONS:

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

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

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

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a) Basis of Accounting --

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

(b) Cash and Cash Equivalents --

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

(d) Depreciation --

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

Land improvements.................................. 15 years
Building and improvements.......................... 40 years
Furnishings........................................ 7 years

(e) Property and Equipment --

F-50
157

RAHN BAHIA MAR, LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

(f) Use of Estimates --

(g) Fair Value of Financial Instruments --

(h) Business Risk --

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

(i) Concentration of Credit Risk --

(3) INCOME TAXES:

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

(4) RELATED PARTY TRANSACTIONS:

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

F-51
158

RAHN BAHIA MAR, LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

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

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

(5) LONG-TERM DEBT:

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

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

(6) PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:

1996 1995
-------------------- --------------------

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

(7) COMMITMENTS AND CONTINGENCIES:

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

F-52
159

RAHN BAHIA MAR, LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

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

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

(8) DEFERRED COMPENSATION PLAN:

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

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

(9) EXCHANGE AGREEMENT:

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

F-53
160

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners of
Coral Springs Ice, Ltd.:

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

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

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
February 7, 1997.

F-54
161

CORAL SPRINGS ICE, LTD.

BALANCE SHEET
DECEMBER 31, 1996

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

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

F-55
162

CORAL SPRINGS ICE, LTD.

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

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

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

F-56
163

CORAL SPRINGS ICE, LTD.

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

GENERAL LIMITED
PARTNER PARTNER TOTAL
--------- -------- ---------

Partners' Equity Deficit:
Capital contribution at inception.................. $ 90 $ 10 $ 100
Net loss........................................... (779,667) (86,630) (866,297)
--------- -------- ---------
Partners' deficit at December 31, 1996..... $(779,577) $(86,620) $(866,197)
========= ======== =========

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

F-57
164

CORAL SPRINGS ICE, LTD.

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

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

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

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

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

F-58
165

CORAL SPRINGS ICE, LTD.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996

(1) BACKGROUND OF THE PARTNERSHIP AND OPERATIONS:

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

(2) SIGNIFICANT ACCOUNTING POLICIES:

(a) Basis of Accounting

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

(b) Use of Estimates

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

(d) Buildings and Equipment

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

(e) Depreciation

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

Building and improvements................................... 40 years
Furniture, fixtures and equipment........................... 5-7 years

(f) Cash and Cash Equivalents

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

(g) Deferred Revenue

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

(h) Fair Value of Financial Instruments

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

F-59
166

CORAL SPRINGS ICE, LTD.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

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

(3) INCOME TAXES:

(4) MANAGEMENT AGREEMENT:

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

(5) BUILDINGS AND EQUIPMENT:

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

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

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

(6) NOTE PAYABLE:

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

(7) CONCESSION AGREEMENT:

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

(8) SALE OF ASSETS:

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

F-60
167

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners of
Boca Raton Hotel and Club Limited Partnership

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

PRICE WATERHOUSE LLP

Fort Lauderdale, Florida

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

F-61
168

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Partners
Boca Raton Hotel and Club Limited Partnership

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

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

Ernst & Young LLP

West Palm Beach, Florida
January 26, 1996

F-62
169

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

BALANCE SHEETS
(IN THOUSANDS)

DECEMBER 31,
-------------------
1996 1995
-------- --------

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

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

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

F-63
170

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

STATEMENTS OF OPERATIONS
(IN THOUSANDS)

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

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

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

F-64
171

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(IN THOUSANDS)

CLASS A CLASS B
GENERAL LIMITED LIMITED
PARTNER PARTNERS PARTNER TOTAL
------- -------- ------- --------

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

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

F-65
172

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

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

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

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

F-66
173

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

1. ORGANIZATION

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

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

BASIS OF FINANCIAL STATEMENT PRESENTATION

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

CASH EQUIVALENTS AND RESTRICTED CASH

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

FAIR VALUES OF FINANCIAL INSTRUMENTS

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

CONCENTRATIONS OF CREDIT RISK AND MARKET RISK

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

PREMIER CLUB MEMBERSHIP DEPOSITS

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

F-67
174

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

PROPERTY, IMPROVEMENTS AND DEPRECIATION

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

Buildings and improvements.............................. 15 - 30 years
Furnishings and equipment............................... 3 - 10 years

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

INVENTORIES

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

DEFERRED LOAN COSTS

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

DEFERRED MEMBERSHIP REVENUE

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

RECLASSIFICATIONS

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

PARTNERSHIP RECORDS

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

DECEMBER 31,
------------------------------------------
1996 1995
-------------------- -------------------
GAAP TAX GAAP TAX
BASIS BASIS BASIS BASIS
--------- -------- -------- --------

Total assets................................. $ 178,259 $153,248 $158,433 $133,290
Partners' deficits:
General Partner............................ (2,492) (3,127) (2,249) (2,834)
Class A Limited Partners................... (80,067) (102,207) (65,892) (85,631)
Class B Limited Partner.................... (1,674) (1,964) (1,328) (1,706)

F-68
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BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

YEAR ENDED DECEMBER 31,
---------------------------------------------------------
1996 1995 1994
------------------- --------------- -----------------
GAAP TAX GAAP TAX GAAP TAX
BASIS BASIS BASIS BASIS BASIS BASIS
-------- -------- ------ ------ ------- -------

Net income (loss):
General Partner................ $ (243) $ (293) $ 171 $ 182 $ (52) $ (163)
Class A Limited Partners....... (11,675) (14,076) 8,209 8,767 (2,495) (7,835)
Class B Limited Partner........ (214) (258) 150 161 (46) (144)

INCOME TAXES

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

3. PARTNERSHIP AGREEMENT

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

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

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

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

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

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

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

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

F-69
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BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

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

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

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

BRMC
CUMULATIVE AMOUNT DISTRIBUTED PERCENTAGE
- ----------------------------- ----------

First $10,000.................................................. 1%
Next $10,000.................................................. 2
Next $10,000.................................................. 3
Next $10,000.................................................. 4
Next $10,000.................................................. 5
Over $50,000.................................................. 10

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

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

4. LETTERS OF CREDIT

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

F-70
177

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

5. MORTGAGES AND OTHER LOANS PAYABLE

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

(IN THOUSANDS)
TOTAL
OUTSTANDING 1996 OUTSTANDING
BALANCE AT PRINCIPAL 1996 DEBT AT
LOAN DESCRIPTION, INTEREST RATE DECEMBER 31, 1995 PAYMENTS NEW DEBT DECEMBER 31, 1996
- ------------------------------- ----------------- --------- -------- -----------------

Nomura-$75,000..................... $ 71,524 $71,524 $ -0-
Starwood-$50,000................... 51,000 51,000 -0-
Starwood-$500 -- 14 1/2%........... 500 500
RMA -- 7%.......................... 10,000 300 9,700
Senior Facility, LIBOR + 2 1/4%.... 110,000 110,000
Subordinate Facility, 13%.......... 20,000 20,000
Starwood-$35,000, 18.5%............ 10,000 25,000 35,000
Other.............................. 212 212 -0-
-------- -------- -------- --------
$143,236 $123,036 $155,000 $175,200
======== ======== ======== ========

FIRST MORTGAGE NOTES

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

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

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

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

SECOND MORTGAGE NOTE

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

F-71
178

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

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

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

THIRD MORTGAGE NOTE

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

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

OTHER NOTES PAYABLE

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

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

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

1997........................................................ $ 400
1998........................................................ 2,000
1999........................................................ 4,500
2000........................................................ 6,500
2001........................................................ 119,000
Thereafter.................................................. 42,800
--------
$175,200
========

F-72
179

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

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

1995
--------

A senior note secured by the $130,000 first mortgage on
the principal resort property, improvements and all
assets and rights of the Partnership accruing interest
at 8.26%. The Partnership may pay the loan in whole or
in part at any time by paying a prepayment fee based on
a formula. $ 71,524
A subordinated note secured by the $130,000 first mortgage
on the principal resort property, improvements, and all
assets and rights of the Partnership accruing interest
at 14.52%. The balance at December 31, 1995 includes a
fee of $1,000 due upon payoff of the note. The loan has
a term of eight years and no amortization period [see
(b) and (d) below]. 51,000
A subordinated note secured by the $130,000 first mortgage
on the principal resort property, improvements and all
assets and rights of the Partnership accruing interest
at 14.52%. The note contains a provision whereby the
lender upon the sale or refinancing of the Partnership,
or substantially all of its assets, is entitled to an
amount based on a certain formula [see (a) below]. 500
Other loans payable:
A promissory note bearing interest at 14.5% per annum,
payable quarterly commencing April 1, 1996. The note is
collateralized by the notes receivable due from club
members for the Premier Membership Program at December
15, 1995 and additions thereafter (see Note 10). The
loan matures on December 15, 2002, at which time all
principal and any accrued unpaid interest is due. The
principal amount due at maturity of the note includes
an amount, in addition to principal and accrued
interest, sufficient to provide the lender an internal
rate of return of 18.5% per annum. [see (c) below]. 10,000
An unsecured promissory note dated October 7, 1994 with
interest at 7% per annum. The first interest payment is
due October 7, 1995, with subsequent payments of
interest due semiannually commencing April 1, 1996.
Principal payments commence October 7, 1996 in the
amount of $240 increasing to $400 in the year 2003 with
a balloon payment of $5,040 due October 7, 2004. 8,000
An unsecured promissory note dated October 7, 1994 with
interest at 7% per annum. The first interest payment is
due October 7, 1995, with subsequent payments of
interest due semiannually commencing April 1, 1996.
Principal payments commence October 7, 1996 in the
amount of $60 increasing to $100 in the year 2003 with
a balloon payment of $1,260 due October 7, 2004. 2,000
An unsecured promissory note dated October 7, 1994 with
interest at 7% per annum. Annual principal payments of
$100 plus interest commence October 7, 1995. $ 100
A note payable dated March 31, 1991 for $600 to fund the
redevelopment and renovation of a resort restaurant.
Principal and interest payments are made monthly over a
five-year term at an interest rate of prime plus 2.5%
(11.0% at December 31, 1995). 112
--------
143,236
Current portion of mortgage and other loans payable (2,347)
--------
$140,889
========

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

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

F-73
180

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

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

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

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

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

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

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

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

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

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

6. BANYAN MORTGAGE LOANS

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

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

F-74
181

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

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

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

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

7. SERVICES AGREEMENT

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

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

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

3. Complimentary Premier Club membership.

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

8. OTHER RELATED PARTY TRANSACTIONS

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

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

F-75
182

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

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

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

9. PROFIT SHARING PLAN

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

F-76
183

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

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

10. PREMIER CLUB MEMBERSHIP DEPOSITS AND CREDITS

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

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

1997........................................................ $ 3,840
1998........................................................ 3,327
1999........................................................ 2,723
2000........................................................ 1,565
2001........................................................ 565
Thereafter.................................................. 66
-------
$12,086
=======

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

11. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

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

F-77
184

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

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

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

1997........................................................ $1,620
1998........................................................ 1,522
1999........................................................ 1,386
2000........................................................ 343
2001........................................................ 327
Thereafter.................................................. 321
------
$5,519
======

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

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

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

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

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

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

12. SUBSEQUENT EVENTS

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

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BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

BALANCE SHEETS
(IN THOUSANDS)

MARCH 31, DECEMBER 31,
--------- ------------
1997 1996
--------- ------------
(UNAUDITED)

ASSETS
Current assets:
Cash and cash equivalents................................. $ 1,736 $ 1,126
Restricted cash and short-term investments................ 28,005 18,887
Accounts receivable, net of allowance for doubtful
accounts of $397 and $412, respectively, at March 31,
1997 and December 31, 1996............................. 11,689 12,203
Current portion of Premier Club promissory notes for
membership deposits.................................... 3,892 3,840
Other current assets...................................... 970 727
Prepaid insurance......................................... 1,489 1,697
Inventories............................................... 5,773 5,725
-------- --------
Total current assets.............................. 53,554 44,205
Premier Club promissory notes for membership deposits, less
current portion........................................... 8,131 8,246
Property and improvements:
Land...................................................... 26,851 26,851
Buildings and improvements................................ 114,199 114,199
Furnishings and equipment................................. 20,407 20,407
Construction in progress.................................. 9,335 6,750
-------- --------
170,792 168,207
Less accumulated depreciation............................. (54,003) (52,479)
-------- --------
116,789 115,728
Deferred loan costs and other, net.......................... 9,620 10,080
-------- --------
$188,094 $178,259
======== ========

LIABILITIES AND PARTNERS' DEFICIT
Current liabilities:
Accounts payable, trade................................... $ 5,791 $ 4,490
Advance deposits.......................................... 2,511 3,027
Accrued interest payable.................................. 4,466 3,296
Accrued payroll costs and employee benefits............... 2,674 3,015
Due to general partner.................................... 3,725 3,725
Other accounts payable and accrued expenses............... 6,746 6,102
Deferred membership revenue............................... 4,936 7,232
Current portion of mortgage and other loans payable....... 400 400
-------- --------
Total current liabilities......................... 31,249 31,287
Mortgage and other loans payable, less current portion...... 174,800 174,800
Accrued settlement costs.................................... 500 500
Premier Club membership deposits and credits, net........... 58,011 55,905
Partners' deficit:
General Partner........................................... (2,337) (2,492)
Class A Limited Partners.................................. (72,593) (80,067)
Class B Limited Partner................................... (1,536) (1,674)
-------- --------
Total Partners' deficit........................... (76,466) (84,233)
-------- --------
$188,094 $178,259
======== ========

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

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BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

STATEMENTS OF OPERATIONS
(IN THOUSANDS)

THREE MONTHS ENDED
MARCH 31,
-------------------
1997 1996
-------- --------
(UNAUDITED)

STATEMENT OF OPERATIONS DATA:
Revenue:
Rooms..................................................... $18,523 $17,593
Food and beverage......................................... 10,443 10,582
Club Membership, Retail and Other......................... 10,664 9,454
------- -------
Total revenues.................................... 39,630 37,629
Cost of Revenue:
Rooms..................................................... 3,194 3,126
Food and beverage......................................... 7,545 7,356
Club Membership, Retail and Other......................... 5,772 5,142
Selling, general and administrative....................... 4,334 4,270
Property maintenance and energy costs..................... 2,444 2,555
Other indirect costs...................................... 2,007 2,369
------- -------
Total cost of revenue............................. 25,296 24,818
Depreciation and amortization............................... 1,559 1,391
Operating income............................................ 12,775 11,420
Interest expense, net....................................... 5,008 3,903
Profit before extraordinary items........................... 7,767 7,517
------- -------
Net income.................................................. $ 7,767 $ 7,517
======= =======

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

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BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

FOR THE THREE
MONTHS ENDED
MARCH 31,
-----------------
1997 1996
------- -------
(UNAUDITED)

Operating activities:
Net income................................................ $ 7,767 $ 7,517
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 1,938 1,444
Changes in operating assets and liabilities:
Accounts receivable.................................. 514 (2,064)
Prepaid expenses and other assets.................... (35) (622)
Inventories.......................................... (48) (82)
Accounts payable, trade.............................. 1,301 (1,265)
Advance deposits..................................... (517) (275)
Accrued interest payable............................. 1,170 540
Accrued payroll costs and employee benefits.......... (341) 87
Other accounts payable and accrued expenses.......... 644 1,106
Deferred membership revenue.......................... (2,296) (1,705)
Premier Club Membership cash and note payments....... 2,216 1,206
------- -------
Net cash provided by operating activities............ 12,313 5,887
------- -------
Investing activities:
Restricted cash and short-term investments................ (9,118) 2,002
Additions to construction in progress..................... (2,585) (2,183)
------- -------
Net cash used in investing activities................ (11,703) (181)
------- -------
Financing activities:
Principal payments of mortgage and other loans payable.... -- (482)
------- -------
Net cash used in financing activities................ -- (482)
------- -------
Net increase in cash and cash equivalents................... 610 5,224
Cash and cash equivalents at beginning of period............ 1,126 2,886
------- -------
Cash and cash equivalents at end of period.................. $ 1,736 $ 8,110
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for interest...................... $ 3,447 $ 3,307
======= =======

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

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BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO UNAUDITED FINANCIAL STATEMENTS

1. INTERIM FINANCIAL STATEMENTS

The accompanying unaudited financial statements of Boca Raton Hotel and
Club Limited Partnership (the "Partnership") as of March 31, 1997 and for the
three months ended March 31, 1997 and 1996 have been prepared by the Company
without audit pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information related to the Company's organization,
significant accounting policies and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These unaudited financial statements
reflect, in the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to fairly state the financial position
and the results of operations for the periods presented and the disclosures
herein are adequate to make the information presented not misleading. Operating
results for the interim periods presented are not indicative of the results that
can be expected for a full year.

2. COMMITMENTS AND CONTINGENCIES

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

3. SUBSEQUENT EVENT

On April 3, 1997, the Partnership sold approximately 7 acres of land that
formed part of the Resort Golf Course for $6,675,000. The proceeds from this
sale will be used to completely reconstruct the Golf Course and provide
additional working capital. The estimated cost of the project is approximately
$6,000,000. Construction began on April 21, 1997 and is anticipated to be ready
for play December 15, 1997.

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ANNEX A

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

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

RECITALS

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

TERMS OF AGREEMENT

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

ARTICLE I

THE EXCHANGE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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192

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

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

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

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

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

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

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

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

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

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

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193

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

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

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

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

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

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

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

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

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

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

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

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

A-5
194

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

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

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

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

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

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ARTICLE II

REPRESENTATIONS AND WARRANTIES
OF PANTHERS

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

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

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

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

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

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

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

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

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

ARTICLE III

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

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

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

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

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

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

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

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

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

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

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

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

3.10 Liabilities of the Partnership. (a) The Partnership does not have any
liabilities or obligations, whether accrued, absolute, contingent or otherwise,
except (i) to the extent reflected or taken into account in its Current Balance
Sheet and not heretofore paid or discharged, (ii) to the extent specifically set
forth in or incorporated by express reference in any of the Schedules attached
hereto, (iii) liabilities incurred in the ordinary course of business consistent
with past practice since the date of its Current Balance Sheet (none of which
relates to breach of contract, breach of warranty, tort, infringement or
violation of law, or which arose out of any action, suit, claim, governmental
investigation or arbitration proceeding), (iv) normal accruals,
reclassifications, and audit adjustments which would be reflected on an audited
financial statement and which would not be material in the aggregate, and (v)
liabilities incurred in the ordinary course of business prior to the date of its
Current Balance Sheet which, in accordance with GAAP consistently applied, were
not recorded thereon.

(b) The Partnership's Net Working Capital (defined below) minus the
Partnership's closing costs and expenses set forth in Section 5.20 hereof, shall
be $1.00 or more as of the last day of the month immediately preceding the
Closing Date (with the current portion of the Premier Club Accounts Receivable
being that amount due prior to the Settlement Date (defined in Section 9.2
hereof)) . The Partnership's "Net Working

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Capital" as of December 31, 1996 is set forth on Schedule 3.10 hereof, and shall
be recalculated by the Partnership for purposes of Closing in a manner
consistent with Schedule 3.10 as of the end of the calendar month immediately
preceding the Closing Date, and such recalculation shall be deemed a Schedule
attached to this Agreement ("Closing Net Working Capital Statement").

3.11 Real Estate. (a) The Partnership does not own any real property or
any interest therein except as set forth on Schedule 3.11(a) (the "Owned
Property"), which Schedule sets forth the location and principal improvements
and buildings on ("Improvements") the Owned Property, together with a list of
all title insurance policies relating to such properties, all of which policies
have previously been delivered or made available to Panthers by the Partnership.

(i) Partnership holds good, indefeasible and marketable fee simple
title to the Land and existing Improvements, free and clear of all
mortgages, deeds of trust, liens, encumbrances, ground rents, leases,
tenancies, licenses, contracts of sale, options, security interests,
covenants, conditions, restrictions, rights of way, easements,
encroachments and any other matters affecting title except the Permitted
Exceptions (set forth on Schedule 3.11(b));

(ii) The completion of the Expansion Plan and the use of the Expansion
Plan improvements will not violate any Permitted Exception;

(iii) To the best of each of the Partnership's, the General Partner's
and BRMC's knowledge, no Improvements upon the Owned Property encroaches
upon any adjacent property building line, setback line, side yard line, or
any recorded or visible easement (or other easement of which they are aware
or have reason to believe may exist) with respect to the Owned Property,
except insofar as the same may be a Permitted Exception or as disclosed on
the Survey; and

(iv) The Owned Property is taxed separately without regard to any
other property and has been subdivided from all other property in
compliance with applicable laws.

3.12 Condemnation. There is no pending condemnation, expropriation,
eminent domain or similar proceeding affecting the Owned Property or any portion
thereof, and Partnership has no knowledge and has not received any written or
oral notice that any such proceeding is contemplated.

3.13 No Management Agreement. There is no management agreement affecting
the Owned Property (other than with respect to Partnership's obligations to pay
General Partner the Supervisory Fee pursuant to the Partnership Agreement).

3.14 Ownership of Contributed Assets. Except as otherwise disclosed on
Schedule 3.14, the Partnership is the owner of all of its Contributed Assets and
Sold Assets, which Contributed Assets and Sold Assets are free and clear of any
Liens, other than as set forth on Schedule 3.11 or 3.14.

3.15 Compliance with Laws. (a) Partnership has complied in all material
respects with all Legal Requirements and all recorded instruments affecting the
Property. The use of the Owned Property complies, and after substantial
completion of the Expansion Plan, shall continue to comply in all material
respects, with all zoning and use-related Legal Requirements.

(b) The Partnership is and at all times has been in compliance in all
material respects with the terms and provisions of the Immigration Reform and
Control Act of 1986, as amended (the "Immigration Act"). With respect to each
Employee (as defined in 8 C.F.R. 274a.1(f)) of the Partnership for whom
compliance with the Immigration Act is required, the Partnership has on file a
true, accurate and complete copy of (i) each Employee's Form I-9 (Employment
Eligibility Verification Form) and (ii) all other records, documents or other
papers prepared, procured and/or retained by the Partnership pursuant to the
Immigration Act. The Partnership has not been cited, fined, served with a Notice
of Intent to Fine or, to the knowledge of the Partnership, the General Partner
or BRMC, with a Cease and Desist Order, nor has any action or administrative
proceeding been initiated or threatened against the Partnership, by the
Immigration and Naturalization Service by reason of any actual or alleged
failure to comply with the Immigration Act.

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(c) The Partnership is not subject to any Contract, decree or injunction in
which the Partnership is a party which restricts the continued operation of any
business of the Partnership or the expansion thereof to other geographical
areas, customers and suppliers or lines of business.

3.16 Labor and Employment Matters. The Partnership is not a party to or
bound by any collective bargaining agreement or any other agreement with a labor
union, and there has been no effort by any labor union during the 24 months
prior to the date hereof to organize any Employees of the Partnership into one
or more collective bargaining units. There is no pending or, to the knowledge of
the Partnership, the General Partner or BRMC, threatened labor dispute, strike
or work stoppage which affects or which may affect the business of the
Partnership or which may interfere with its continued operations. Neither the
Partnership nor, to the knowledge of the Partnership, any agent, representative
or Employee thereof has within the last 24 months committed any unfair labor
practice as defined in the National Labor Relations Act, as amended, and there
is no pending or threatened charge or complaint against the Partnership by or
with the National Labor Relations Board or any representative thereof. There has
been no strike, walkout or work stoppage involving any of the Employees of the
Partnership during the 24 months prior to the date hereof. The Partnership is
not aware that any key Employee or group of Employees has any plans to terminate
his, her or their employment with the Partnership as a result of the
transactions contemplated hereunder or otherwise. Schedule 3.16 lists each
contract, agreement or plan of the following nature, whether formal or informal,
and whether or not in writing, to which the Partnership is a party or under
which it has an obligation: (i) employment agreements, (ii) employee handbooks,
policy statements and similar plans, (iii) noncompetition agreements and (iv)
consulting agreements (true and correct copies of which the Partnership has
provided to the Panthers). The Partnership has complied with applicable laws,
rules and regulations relating to employment, civil rights and equal employment
opportunities, including but not limited to, the Civil Rights Act of 1964, the
Fair Labor Standards Act, and the Americans with Disabilities Act, as amended.

3.17 ERISA. Neither Partnership nor any member of a Controlled Group of
which Partnership is a member maintains any Plan for the benefit of employees of
Partnership and neither Partnership nor any member of such Controlled Group is
obligated to make contributions in respect of any such Plan.

3.18 Tax Matters. All federal, state and other tax returns and reports of
each of the Partnership, the General Partner and BRMC required to be filed have
been duly filed, and all federal, state and other taxes, assessments (including
assessments for municipal improvements), fees or other governmental charges
imposed upon the Partnership, the General Partner, BRMC, and the Contributed
Assets which are due and payable have been paid (other than with respect to the
State of Florida Department of Revenue sales tax audit). Partnership knows of no
proposed material tax or other assessments against Partnership, the Owned
Property or any of the improvements thereon, and no extension of time for
assessment or payment of any federal state or local tax requested by Partnership
is in effect.

3.19 Licenses and Permits. All licenses and governmental or official
approvals, permits or authorizations (collectively, the "Permits") issued to the
Partnership are listed on Schedule 3.19. All such Permits are valid and in full
force and effect, the Partnership is in compliance in all material respects with
the respective requirements thereof, and no governmental proceeding is pending
or, to the knowledge of the Partnership, the General Partner or BRMC, threatened
to revoke or amend any of them.

3.20 Insurance. A list of the insurance policies maintained by the
Partnership is set forth on Schedule 3.20 hereto. Such policies are in full
force and effect, all premiums due and payable therefor have been paid in full,
and true and correct copies thereof have been delivered to Panthers.

3.21 Adequacy of the Assets; Relationships with Customers and Suppliers;
Affiliated Transactions. The Contributed Assets and Sold Assets constitute, in
the aggregate, all of the assets and properties necessary for the conduct of the
business of the Partnership in the manner in which and to the extent to which
such business is currently being conducted. No current supplier to the
Partnership of items essential to the conduct of its business will or has
threatened to terminate its business relationship with it for any reason.
Neither the Partnership nor the General Partner nor BRMC has any direct or
indirect interest in any customer, supplier or competitor or in any person from
whom or to whom the Partnership leases real or personal property. Other

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than as specified in the partnership agreement of the Partnership, and other
than the Temple Agreement, neither the General Partner nor any Affiliate thereof
is a party to any Contract or transaction with the Partnership or has any
interest in any property used by the Partnership.

3.22 Intellectual Property. All trademarks, service marks, trade names,
copyrights, patents, licenses (including licenses for the use of computer
software programs) and other intellectual property used in the conduct of the
Partnership's business (the "Intellectual Property") are listed on Schedule 3.22
hereof. The Partnership is the owner of the Intellectual Property, except as set
forth on Schedule 3.22 hereof. The conduct of the business of the Partnership as
presently conducted does not infringe or misappropriate any rights held or
asserted by any Person with respect to, and no Person is infringing on, the
Intellectual Property. Except as set forth on Schedule 3.22, no payments are
required for the continued use of the Intellectual Property.

3.23 Contracts. As of the date of this Agreement, Schedule 3.23 sets forth
a list of each Designated Contract (defined below) to which the Partnership is a
party or by which it or its properties and assets are bound, copies of which
have been provided to Panthers. The copy of each Designated Contract furnished
to Panthers is a true and complete copy of the document it purports to represent
and reflects all amendments thereto made through the date of this Agreement. The
Partnership has not violated any of the material terms or conditions of any
Designated Contract or any term or condition which would permit termination or
material modification of any Designated Contract, and, to the knowledge of the
Partnership, the General Partner and BRMC, all of the covenants to be performed
by any other party thereto as of the date hereof have been fully performed and
there are no claims for breach or indemnification or notice of default or
termination under any Designated Contract. No event has occurred which
constitutes, or after notice or the passage of time, or both, would constitute,
a material default by the Partnership under any Designated Contract, and, to the
knowledge of the Partnership, the General Partner and BRMC, no such event has
occurred which constitutes or would constitute a material default by any other
party. The Partnership is not subject to any liability or payment resulting from
renegotiation of amounts payable by it under any Designated Contract. The term
Designated Contract shall mean: (a) loan agreements, indentures, mortgages,
pledges, hypothecations, deeds of trust, conditional sale or title retention
agreements, security agreements, equipment financing obligations or guaranties,
or other sources of contingent liability in respect of any indebtedness or
obligations to any other Person, or letters of intent or commitment letters with
respect to same; (b) contracts obligating the Partnership to provide products or
services for a period of one year or more and, irrespective of the term of the
Contract, requiring the Partnership to make payments of cash or property
totalling $100,000 or more; (c) leases of real property, and leases of personal
property not cancelable without penalty on notice of sixty (60) days or less or
calling for payment of an annual gross rental exceeding Ten Thousand Dollars
($10,000.00); (d) distribution, sales agency or franchise or similar agreements,
or agreements providing for an independent contractor's services, or letters of
intent with respect to same; (e) employment agreements, management service
agreements, consulting agreements, confidentiality agreements, non-competition
agreements and any other agreements relating to any employee, officer or
director of the Partnership; (f) licenses, assignments or transfers of
trademarks, trade names, service marks, patents, copyrights, trade secrets or
know how, or other agreements regarding proprietary rights or intellectual
property; (g) any Contract relating to pending capital expenditures by the
Partnership; and (h) other material Contracts or understandings, irrespective of
subject matter and whether or not in writing, not entered into in the ordinary
course of business by the Partnership and not otherwise disclosed on the
Schedules.

3.24 Access to Information. Each of the Partnership, the General Partner
and BRMC has had the opportunity to discuss the transactions contemplated hereby
with Panthers and Panthers BRMC Limited Partnership and has had the opportunity
to obtain such information pertaining to Panthers as has been requested,
including but not limited to filings made by Panthers with the SEC under the
Exchange Act.

3.25 Bank Accounts; Business Locations. Schedule 3.25 sets forth all
accounts of the Partnership with any bank, broker or other depository
institution, and the names of all persons authorized to withdraw funds from each
such account.

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3.26 Names. All names under which the Partnership does business as of the
date hereof are specified on Schedule 3.26. The Partnership has not changed its
name or used any assumed or fictitious name within the past three years.

3.27 No Commissions. The Partnership has not incurred any obligation for
any finder's or broker's or agent's fees or commissions or similar compensation
in connection with the transactions contemplated hereby, other than the
financial advisor's fee owing by the Partnership to BT Securities Corporation,
which fees and commissions shall be paid by the Partnership.

3.28 Premier Club Notes. (i) All of the Premier Club Notes outstanding as
of December 31, 1996 appear on the list set forth on Schedule 3.28, (ii)
Partnership is the holder and beneficial owner of all of the Premier Club Notes
free and clear of any encumbrances except as in favor of the holders of the
first, second and third mortgages encumbering the Owner Property, (iii) as of
December 31, 1996, the remaining unpaid principal balance of each Premier Club
Note is as set forth on Schedule 3.28, (iv) except as set forth on Schedule
3.28, (A) no default exists under any of the Premier Club Notes, (B) all of the
Premier Club Notes remain in full force and effect and have not been amended and
(c) no obliger under any Premier Club Note has any defenses or rights of set-off
or abatement against such obligor's obligations under the applicable Premier
Club Note, and (v) as of the Closing Date, Partnership has delivered to Panthers
BRMC Limited the originals of all of the Premier Club Notes including any
amendments and modifications made thereto.

3.29 Premier Club Deposits. All of the Premier Club Deposits as of
December 31, 1996 are set forth on Schedule 3.29 and as of such date, except as
set forth on Schedule 3.29, no Premier Club member has notified Partnership of
the exercise of its right to a refund of any or all of any Premier Club Deposit.

3.30 Environmental Matters. (a) Except as disclosed in the Environmental
Report, (i) the Partnership has not conducted and shall not hereafter conduct
and (ii) to the best knowledge of the Partnership, no prior owner or current or
prior tenant or occupant of all or any portion of the Partnership has conducted
or is conducting, any Hazardous Substance Activity at, on or under the Owned
Property (A) in violation of Environmental Laws that would have a Material
Adverse Effect on the operation of the Owned Property or (B) in a manner
inconsistent with the use of the Owned Property as a first class resort hotel
complex, business conference center and resort membership club;

(b) Except as disclosed by the Environmental Report the Owned Property does
not contain asbestos or any Asbestos-Containing Material and there is no current
or potential contamination of the Owned Property by asbestos fiber; and

(c) The Partnership fully cooperated with Law Engineering and Environmental
Services, Inc. in the preparation of the Environmental Report and, to the best
of the Partnership's knowledge, such Environmental Report is not inaccurate in
any material respect.

ARTICLE IV

CONDUCT OF BUSINESS PENDING THE CLOSING DATE

4.1 Conduct of Business by the Partnership Pending the Closing Date. The
Partnership covenants and agrees that, between the date of this Agreement and
the Closing Date, its business shall be conducted only in and it shall not take
any action except in, the ordinary course of business, consistent with past
practice. Completion of the Expansion Plan and completion of the sale of the
Albanese Lots and corresponding renovation of the golf course shall be deemed to
be within the ordinary course of business. The Partnership shall use its best
efforts to preserve intact its business organization, to keep available the
services of its current officers, employees and consultants, and to preserve its
present relationships with customers, suppliers and other persons with which it
has significant business relations. By way of amplification and not limitation,
except as contemplated by this Agreement, the Partnership shall not, between the
date of this Agreement and

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the Closing Date, directly or indirectly, do or propose or agree to do any of
the following without the prior written consent of Panthers and Panthers BRHC
Limited:

(a) amend or otherwise change its certificate of limited partnership
or partnership agreement or equivalent organizational documents;

(b) issue, sell, pledge, dispose of, encumber, or authorize the
issuance, sale, pledge, disposition, grant or encumbrance of (i) any
partnership interests of any class, or any options, warrants, convertible
securities or other rights of any kind to acquire any partnership interest,
or (ii) any of its assets, tangible or intangible, except in the ordinary
course of business consistent with past practice;

(c) declare, set aside, make or pay any dividend or other
distribution, payable in cash, property or otherwise, with respect to any
of its partnership interests;

(d) reclassify, combine, split, subdivide or redeem, purchase or
otherwise acquire, directly or indirectly, any of its partnership
interests;

(e) (i) acquire (including, without limitation, for cash or shares of
stock or partnership interests, by merger, consolidation, or acquisition of
stock, partnership interest or assets) any interest in any corporation,
partnership or other business organization or division thereof or any
assets, or make any investment either by purchase of stock, partnership
interest or other securities, contributions of capital or property
transfer, or, except in the ordinary course of business, consistent with
past practice, purchase any property or assets of any other Person, (ii)
incur any indebtedness for borrowed money or issue any debt securities or
assume, guarantee or endorse or otherwise as an accommodation become
responsible for, the obligations of any Person, or make any loans or
advances, or (iii) enter into any Contract other than in the ordinary
course of business, consistent with past practice;

(f) except in the ordinary course of business consistent with past
practice, increase the compensation payable or to become payable to its
officers or employees, or, except as presently bound to do, grant any
severance or termination pay to, or enter into any employment or severance
agreement with, any of its directors, officers or other employees, or
establish, adopt, enter into or amend or take any action to accelerate any
rights or benefits which any collective bargaining, bonus, profit sharing,
trust, compensation, stock option, restricted stock, pension, retirement,
deferred compensation, employment, termination, severance or other plan,
agreement, trust, fund, policy or arrangement for the benefit of any
directors, officers or employees;

(g) take any action other than in the ordinary course of business and
in a manner consistent with past practice with respect to accounting
policies or procedures;

(h) pay, discharge or satisfy any existing claims, liabilities or
obligations (absolute, accrued, asserted or unasserted, contingent or
otherwise), other than the payment, discharge or satisfaction in the
ordinary course of business and consistent with past practice of due and
payable liabilities reflected or reserved against in its financial
statements, as appropriate, or liabilities incurred after the date hereof
in the ordinary course of business and consistent with past practice; or

(i) agree, in writing or otherwise, to take or authorize any of the
foregoing actions or any action which would make any representation or
warranty in Article III untrue or incorrect.

ARTICLE V

ADDITIONAL AGREEMENTS

5.1 Further Assurances. Each party shall execute and deliver, to the
extent permitted by its respective governance agreements, such additional
instruments and other documents and shall take such further actions as may be
necessary or appropriate to effectuate, carry out and comply with all of the
terms of this Agreement and the transactions contemplated hereby.

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5.2 General Partner Obligations. The General Partner, as soon as
practically possible, shall send the consent solicitation required under the
Partnership's certificate of limited partnership and partnership agreement to
the limited partners of the Partnership and, subject to Section 5.4 below,
recommend and otherwise use its reasonable best efforts to facilitate the
Closing of the transaction contemplated hereby, unless the Termination Fee
becomes payable to Panthers under Section 5.12 hereof.

5.3 Cooperation. Each of the parties agrees to cooperate with the other
parties in the preparation and filing of all forms, notifications, reports and
information, if any, required or reasonably deemed advisable pursuant to any
law, rule or regulation or the rules of any exchange on which the Panthers
Common Stock is listed or the Nasdaq Stock Market in connection with the
transactions contemplated by this Agreement and to use its respective best
efforts to agree jointly on a method to overcome any objections by any
Governmental Authority to any such transactions.

5.4 HSR Act and Other Actions. Each of the parties hereto shall (i) make
promptly (and in no event later than ten (10) business days following the
attachment of all Schedules and Exhibits hereto) its respective filings, if any,
and thereafter make any other required submissions, under the HSR Act, with
respect to the transactions contemplated hereby, and (ii) use its reasonable
best efforts to take, or cause to be taken, all appropriate actions, and to do,
or cause to be done, all things necessary, proper or advisable under applicable
laws and regulations to consummate and make effective the transactions
contemplated herein, including, without limitation, using its best efforts to
obtain all licenses, permits, consents, approvals, authorizations,
qualifications and orders of any Governmental Authority and parties to Contracts
with the Partnership and limited partners of the Partnership as are necessary
for the consummation of the transactions contemplated hereby. Each of the
parties shall make on a prompt and timely basis all governmental or regulatory
notifications and filings (including Panthers making all SEC filings necessary
to solicit shareholder consent to the transactions contemplated hereby and using
good faith efforts to obtain SEC approval of such filings) required to be made
by it for the consummation of the transactions contemplated hereby. The parties
also agree to use best efforts to defend all lawsuits or other legal proceedings
challenging this Agreement or the consummation of the transactions contemplated
hereby and to lift or rescind any injunction or restraining order or other order
adversely affecting the ability of the parties to consummate the transactions
contemplated hereby. If, on the date the General Partner mails its consent
solicitation to the limited partners of the Partnership, BT Securities
Corporation determines that it can not bring forward to a current date the
fairness opinion previously delivered to the General Partner on or about the
date hereof, the General Partner shall so advise the limited partners and shall
have no obligation to recommend the transaction contemplated hereby, but shall
also not recommend against the transaction contemplated hereby except as
required by law.

5.5 Access to Information. From the date hereof to the Closing Date, the
Partnership, the General Partner and BRMC shall (and shall cause its directors,
officers, employees, auditors, counsel and agents) afford Panthers and Panthers'
officers, employees, auditors, counsel and agents reasonable access on
reasonable notice at all reasonable times to its properties, offices, and other
facilities, to its officers and employees and to all books and records, and
shall furnish such persons with all financial, operating and other data and
information as may be requested. No information provided to or obtained by
Panthers shall affect any representation or warranty in this Agreement.

5.6 Notification of Certain Matters; Exhibits and Schedules. (a) The
Partnership, the General Partner and BRMC shall give prompt written notice to
Panthers of the occurrence or non-occurrence of any event which would likely
cause any representation or warranty contained herein (including with respect to
any Schedules attached hereto), to be untrue or inaccurate, or any covenant,
condition, or agreement contained herein not to be complied with or satisfied
and the occurrence or non-occurrence of which would be a Material Adverse Change
with respect to the Partnership. Upon receipt by Panthers of notice of any
Material Adverse Change, Panthers shall have ten (10) business days to terminate
this Agreement, and the parties shall thereafter have no further liability to
the other in respect of this Agreement.

(b) In the event any Exhibits or Schedules contemplated hereby are not
attached hereto at the time of execution of this Agreement, the parties hereto
will work and negotiate in good faith to complete and attach such Schedules and
Exhibits within ten (10) business days thereafter; provided, however, that
Panthers shall

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have the right to determine, in good faith, within two (2) business days of
receipt thereof that any Exhibit or Schedule prepared solely by Partnership
constitutes a Material Adverse Change in which case the provisions of Subsection
(a) above will apply.

5.7 Tax Treatment. Panthers, BRMC, and the Partnership will use their
respective best efforts to cause the receipt by the Partnership of the
partnership interest in Panthers BRHC Limited contemplated hereunder to qualify
as a tax-free transaction under the provisions of Section 721 of the Code and do
not presently intend to take any action after the transaction contemplated
hereunder is effected to cause such transaction to lose its tax-free status. All
parties hereto agree to comply with the Code and applicable Treasury Regulations
regarding reporting requirements relating to a transaction under Section 721 of
the Code.

5.8 Confidentiality; Publicity. Except as may be required by law or as
otherwise permitted or expressly contemplated herein, no party hereto or their
respective Affiliates, employees, agents and representatives shall disclose to
any third party this Agreement or the subject matter or terms hereof without the
prior consent of the other parties hereto. No press release or other public
announcement related to this Agreement or the transactions contemplated hereby
shall be issued by any party hereto without the prior approval of the other
parties, except that Panthers may make such public disclosure which it believes
in good faith to be required by law or by the terms of any listing agreement
with or requirements of a securities exchange or the NASDAQ Stock Market (in
which case Panthers will consult with an officer of the Partnership prior to
making such disclosure).

5.9 No Other Discussions. While this Agreement is in effect, neither the
Partnership, the General Partner nor BRMC or their respective Affiliates,
employees, agents and representatives will (i) initiate or encourage the
initiation by others of discussions or negotiations with third parties relating
to any merger, sale or other disposition of any substantial part of the assets,
business or properties of the Partnership (whether by merger, consolidation,
sale of stock or otherwise) or (ii) enter into any agreement or commitment
(whether or not binding) with respect to any of the foregoing transactions,
other than pursuant to the terms of Section 5.12 hereof. The Partnership, the
General Partner and BRMC will immediately notify Panthers if any third party
attempts to initiate any solicitation, discussion or negotiation with respect to
any of the foregoing transactions.

5.10 [Reserved]

5.11 Trading in Panthers Common Stock. Except as otherwise expressly
consented to by Panthers, from the date of this Agreement until the Closing
Date, neither the Partnership, the General Partner nor BRMC (or any Affiliates
thereof) will directly or indirectly purchase or sell (including short sales)
any shares of Panthers Common Stock in any transactions effected on the NASDAQ
Stock Market or otherwise.

5.12 Termination Fee. Prior to the acceptance by the Partnership of any
unsolicited third party offer for the assets to be acquired hereunder (or for a
majority of the limited partnership interests in the Partnership), the
Partnership shall notify Panthers in writing and Panthers shall have ten (10)
business days to match any such offer in writing (including by matching any
offer with Panthers Common Stock with a fair market value equal to the fair
market value of the third party offer). In the event Panthers does not match
such offer, the Partnership may terminate this Agreement and accept such offer
in which case the Partnership shall pay to Panthers $10,000,000 and reimburse
Panthers for its out-of-pocket costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby ("Termination Fee"). In
the event the limited partners of the Partnership fail to approve the
transaction contemplated by this Agreement, and a substantial part of the
assets, business or properties to be acquired hereunder are sold (or a majority
of the limited partnership interests of the Partnership are transferred) within
six months of the resulting termination, the Termination Fee shall also be
payable by the Partnership to Panthers. Panthers shall pay the Partnership
$10,000,000, plus reimburse the Partnership for its out-of-pocket costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby, in the event Panthers fails to close the transactions
contemplated by this Agreement solely due to Panthers' breach of this Agreement.

5.13 Maintenance of Loan Agreement. Prior to the earlier of January 1,
2001 or such date as Panthers Common Stock closes at an average price of $36.93
(adjusted, as appropriate, for any stock split, reverse stock split, stock
dividend or "Special Transaction" generally in accordance with the provisions of
Exhibit "A"

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attached hereto) for five consecutive trading days on the NASDAQ Stock Market,
Panthers BRHC Limited shall not prepay or modify the $110 million Senior
Facility, and will only refinance such $110 million Senior Facility on terms
which provide for the allocation of the refinanced indebtedness to the
Partnership under Section 752 of the Code in the same manner as the $110 million
Senior Facility is allocated to the Partnership on the Closing Date.

5.14 Panthers BRHC Limited Appointed Attorney for the
Partnership. Effective at the Closing Date, the Partnership hereby constitutes
and appoints the Panthers Affiliate that becomes the managing general partner of
Panthers BRHC Limited and Panthers BRHC Limited, and its successors and assigns,
its true and lawful attorney, in the name of either Panthers BRHC Limited or the
Partnership (as Panthers BRHC Limited shall determine in its sole discretion)
but for the benefit and at the expense of Panthers BRHC Limited (except as
otherwise herein provided), (a) to institute and prosecute all proceedings which
Panthers BRHC Limited may deem proper in order to collect, assert or enforce any
claim, right or title of any kind in or to the Contributed Assets as provided
for in this Agreement; (b) to defend or compromise any and all actions, suits or
proceedings in respect of any of the Contributed Assets, and to do all such acts
and things in relation thereto as Panthers BRHC Limited shall deem advisable;
and (c) to take all action which Panthers BRHC Limited may reasonably deem
proper in order to provide for Panthers BRHC Limited the benefits under any of
the Contributed Assets where any required consent of another party to the sale
or assignment thereof to Panthers BRHC Limited pursuant to this Agreement shall
not have been obtained. The Partnership acknowledges that the foregoing powers
are coupled with an interest and shall be irrevocable. Panthers BRHC Limited
shall be entitled to retain for its own account any amounts collected pursuant
to the foregoing powers, including any amounts payable as interest in respect
thereof.

5.15 Execution of Further Documents. From and after the Closing, upon the
reasonable request of Panthers BRHC Limited, the Partnership shall execute,
acknowledge and deliver all such further deeds, bills of sale, assignments,
transfers, conveyances, powers of attorney and assurances as may be required or
appropriate to convey and transfer to and vest in Panthers BRHC Limited and
protect its right, title and interest in all of the Contributed Assets and the
Sold Assets and to carry out the transactions contemplated by this Agreement.

5.16 Employees of the Partnership. The Partnership agrees to use its
reasonable best efforts to aid Panthers BRHC Limited in engaging such of the
employees of the Partnership as are employed on the Closing Date whom Panthers
BRHC Limited desires to engage after the Closing Date.

5.17 Payoff Letters. Prior to Closing, (a) the Partnership shall request
payoff and estoppel letters with respect to any Indebtedness being repaid or
assumed by Panthers BRHC Limited, which letters shall contain payoff amounts,
per diems, wire transfer instructions and an agreement to deliver, upon full
payment, UCC-3 termination statements, satisfactions of mortgage or other
appropriate releases and any original promissory notes or other evidences of
indebtedness marked canceled, and (b) the Partnership shall provide Panthers
BRHC Limited with evidence of satisfaction in full or release of all guarantees,
notes, or obligations of the Partnership to or on behalf of any Affiliate of the
Partnership or the Partners.

5.18 Panthers Board of Directors. For so long as either of Messrs. Fowler
or Callaghan (or their respective firms) shall be employed by Panthers BRHC
Limited, Panthers shall nominate one of such persons for election to the Board
of Directors of Panthers at each annual meeting of Panthers.

5.19 Allocation of Consideration. The consideration paid by Panthers and
Panthers BRHC Limited for the Contributed Assets shall be allocated to the
Contributed Assets as set forth on Schedule 5.19 hereto.

5.20 Expenses. Subject to the reasonable approval of Panthers and the
Partnership, the Partnership shall pay, out of cash contributed by Panthers
pursuant to Section 1.5(a) hereof and listed in Schedule 1.5(vii), the direct
costs and expenses of Panthers and the Partnership (including but not limited to
financial advisory, brokerage, legal, accounting and printing fees, and fees
relating to the fairness opinion and consent solicitation) payable in connection
with the transaction contemplated hereby, together with all documentary stamp
and intangible taxes payable in connection with the transfer of title to any of
the Contributed Assets and the Sold Assets (including the Owned Property), all
fees and expenses payable in

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connection with the assumption or refinancing of the $110 Million Senior
Facility indebtedness, together with the costs and expenses (including the title
insurance premium) charged in connection with the issuance of a new Owners Title
Insurance Policy (and corresponding Mortgagee Policy or endorsement to the
existing Senior Facility Mortgagee policy, as appropriate) to Panthers BHRC
Limited and any other transaction fees or expenses. Panthers shall have the
right to designate the title company and title agent in its sole discretion.

ARTICLE VI

CONDITIONS TO THE OBLIGATIONS OF THE PANTHERS

The obligations of the Panthers and Panthers BRMC Limited to effect the
transactions contemplated hereunder shall be subject to the fulfillment at or
prior to the Closing Date of the following conditions, any or all of which may
be waived in whole or in part by Panthers:

6.1 Accuracy of Representations and Warranties and Compliance with
Obligations. The representations and warranties of the Partnership, the General
Partner and BRMC contained in this Agreement shall be true and correct in all
material respects at and as of the Closing Date with the same force and effect
as though made at and as of that time except (i) for changes specifically
permitted by or disclosed pursuant to this Agreement, (ii) that those
representations and warranties which address matters only as of a particular
date shall remain true and correct in all material respects as of such date; and
(iii) those which are not a Material Adverse Change with respect to the
Partnership. The Partnership, the General Partner and BRMC shall have performed
and complied in all material respects with all of their respective obligations
required by this Agreement to be performed or complied with at or prior to the
Closing Date. The Partnership, the General Partner and BRMC shall have delivered
to Panthers a certificate, dated as of the Effective Date, duly signed (in the
case of the Partnership, by its General Partner), certifying that such
representations and warranties are true and correct in all material respects and
that all such obligations have been complied with and performed in all material
respects.

6.2 No Material Adverse Change or Destruction of Property. Between the
date hereof and the Closing Date, (i) there shall have been no Material Adverse
Change to the Partnership, (ii) there shall have been no adverse federal, state
or local legislative or regulatory change affecting in any material respect the
services, products or business of the Partnership, and (iii) none of the
properties and assets of the Partnership shall have been damaged by fire, flood,
casualty, act of God or the public enemy or other cause (regardless of insurance
coverage for such damage) which damages may have a Material Adverse Effect
thereon, and there shall have been delivered to the Panthers a certificate to
that effect, dated the Effective Date and signed by or on behalf of the
Partnership.

6.3 Partnership Certificate. The General Partner shall have delivered to
Panthers a certificate of good standing of the Partnership issued by the
Secretary of State of the State of Florida and each other state in which the
Partnership is qualified to do business as of a date not more than fifteen (15)
days prior to the Closing Date. The Partnership shall have delivered to Panthers
(x) a copy of the certificate of limited partnership and the agreement of
limited partnership as in effect immediately prior to the Closing Date and (y) a
copy of the certificate of the General Partner of the Partnership authorizing
the transactions contemplated by this Agreement, certified in the case of
subsections (x) and (y) of this Section 6.3 as of the Closing Date by the
General Partner as being true, correct and complete.

6.4 Opinion of Counsel. Panthers shall have received an opinion dated as
of the Closing Date from counsel for the Partnership, in form and substance
acceptable to Panthers, to the effect that:

(i) The Partnership is a limited partnership, duly organized, validly
existing and in good standing under the laws of the State of Florida and is
authorized to carry on the business now conducted by it and to own or lease
the properties now owned or leased by it;

(ii) The Partnership has obtained all necessary authorizations and
consents of its partners, and any other required consents under its
certificate of limited partnership and partnership agreement, as the case
may be, to effect the transactions contemplated hereunder;

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(iii) All general partnership interests of the Partnership are owned
as set forth in Schedule 3.2 hereto;

(iv) Such counsel does not know or have reason to believe that there
is any litigation, proceeding or investigation pending or threatened which
might result in any Material Adverse Change in the properties, business or
prospects or in the condition of the Partnership, or which questions the
validity of this Agreement, Panthers BRHC Limited's limited partnership
agreement and the Exchange Agreement (collectively, the "Transaction
Agreements"); and

(v) The Transaction Agreements are valid and binding obligations of
the Partnership, the General Partner and BRMC, and are enforceable against
the Partnership, the General Partner and BRMC, in accordance with their
respective terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the
enforcement of creditors' rights generally or general equitable principles.

6.5 Senior Credit Facility. The Partnership shall have received the
appropriate consents under the Loan Agreement from the Bank of Nova Scotia (as
Agent for the lenders thereunder), or the Partnership shall have refinanced the
Senior Credit Facility on terms equal to or better than those terms existing
under the Loan Agreement and otherwise acceptable to Panthers in its reasonable
discretion.

6.6 Other Consents. In addition to the consent required by Section 6.5,
the Partnership shall have received consents to the transactions contemplated
hereby and waivers of rights to terminate or modify any material rights or
obligations of the Partnership from any Person from whom such consent or waiver
is required under any Designated Contract as of a date not more than ten days
prior to the Closing Date, or who, as a result of the transactions contemplated
hereby, would have such rights to terminate or modify such Designated Contracts,
either by the terms thereof or as a matter of law, in each case where the
failure to obtain such consent or consents, individually or in the aggregate,
would have a Material Adverse Effect on the Partnership.

6.7 Securities Laws. Panthers and Panthers BRMC Limited shall have
received all necessary consents and otherwise complied with any state Blue Sky
or securities laws applicable to the issuance of their respective securities
hereunder, in connection with the transactions contemplated hereby.

6.8 Employment Agreement. Panthers BRHC Limited shall have entered into
employment agreements with Messrs. Glennie, Feder, March, Lawrence, Nylen and
Tolbert ("Operating Management") in the form of Exhibit "D" (terms attached as
Schedule D) attached hereto.

6.9 Supervisory Management. Messrs. Fowler and Callaghan (or their
respective firms) shall enter into employment or consulting agreements (as the
case may be) with Panthers BRHC Limited in the form of Exhibit "E" (terms
attached as Schedule E) attached hereto.

6.10 Advisory Director. Mr. Temple shall have entered into a consulting
agreement with Panthers BRHC Limited in the form of Exhibit "F" (terms attached
as Schedule F) attached hereto.

6.11 Acknowledgment of Receipt of SEC Filings. At or prior to the Closing,
the General Partner and the Partnership shall have delivered to Panthers a
letter agreement acknowledging receipt of SEC filings of Panthers, in form and
substance satisfactory to the Panthers.

6.12 Transfer of Assets. At the Closing, the Partnership shall have
delivered to Panthers BRHC Limited and to Panthers, as applicable, all
assignments, warranty deeds and other instruments reasonably required to
evidence the conveyance of all of the Contributed Assets and the Sold Assets.

6.13 No Adverse Litigation. There shall not be pending or threatened any
action or proceeding by or before any court or other governmental body which
shall seek to restrain, prohibit, invalidate or collect damages arising out of
the transaction contemplated hereunder or any other transaction contemplated
hereby, and which, in the judgment of Panthers, makes it inadvisable to proceed
with the transaction contemplated hereunder and other transactions contemplated
hereby.

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6.14 HSR Act Waiting Period. Any applicable HSR Act waiting period shall
have expired or been terminated.

6.15 Other Approvals. The SEC shall have approved Panthers' proxy
statement, consent solicitation statement or information statement (to be
determined in the absolute discretion of Panthers) to its shareholders and shall
have received all necessary approvals of the NASDAQ Stock Market.

6.16 Dissolution of the Partnership. Panthers shall have received an
agreement from the General Partner of the Partnership to dissolve the
Partnership at such time as Panthers (or its designee) elects, after acquisition
of the Partnership's interest in Panthers BRHC Limited; together with an
estoppel letter from the General Partner of the Partnership stating that upon
dissolution and liquidation of the Partnership, Panthers designees owning
limited partnership interests in the Partnership shall be entitled to receive a
pro rata portion of the Partnership's distributable assets equal to the quotient
obtained by dividing: (A) the total Panthers Shares actually issued upon
exercise of the Exchange Rights to date; by (B) the total Panthers Shares
available for issuance under the Exchange Agreement as calculated pursuant to
Section 1.8(i) hereof.

6.17 Accounting Treatment. There shall not have been a change in the rules
promulgated by the Securities and Exchange Commission which does not permit
Panthers to consolidate for financial reporting purposes, all of the results of
operations of Panthers BRHC Limited.

6.18 Panthers BRHC Limited Partnership Agreement and Exchange
Agreement. The Partnership shall have executed and delivered the limited
partnership agreement for Panthers BRHC Limited and the Exchange Agreement.

ARTICLE VII

CONDITIONS TO THE OBLIGATIONS
OF THE PARTNERSHIP

The obligations of the Partnership to effect the transactions contemplated
hereunder shall be subject to the fulfillment at or prior to the Closing Date of
the following conditions, any or all of which may be waived in whole or in part
by the Partnership:

7.1 Accuracy of Representations and Warranties and Compliance with
Obligations. The representations and warranties of Panthers and Panthers BRMC
Limited contained in this Agreement shall be true and correct at and as of the
Closing Date with the same force and effect as though made at and as of that
time except (i) for changes specifically permitted by or disclosed pursuant to
this Agreement, and (ii) that those representations and warranties which address
matters only as of a particular date shall remain true and correct as of such
date. Panthers and Panthers BRHC Limited shall have performed and complied with
all of its obligations required by this Agreement to be performed or complied
with at or prior to the Closing Date. Panthers and Panthers BRHC Limited shall
have delivered to a representative of the Partnership a certificate, dated as of
the Effective Date, and signed by a duly authorized executive officer,
certifying that such representations and warranties are true and correct and
that all such obligations have been complied with and performed.

7.2 Issuance of Securities and Delivery of Agreement. At the Closing, the
Partnership shall have received all of the Panthers Warrants contemplated by
Section 1.8(j) hereof, Panthers BRGP Corporation shall have executed and
delivered the limited partnership agreement for Panthers BRHC Limited in and
Panthers shall have executed and delivered the Exchange Agreement.

7.3 No Adverse Litigation. There shall not be pending or threatened any
action or proceeding by or before any court or other governmental body which
shall seek to restrain, prohibit, invalidate or collect damages arising out of
the transactions contemplated hereunder or any other transaction contemplated
hereby, and which in the judgment of the General Partner makes it inadvisable to
proceed with the transactions contemplated hereunder and other transactions
contemplated hereby.

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7.4 HSR Act Waiting Period. Any applicable HSR Act waiting period shall
have expired or been terminated.

7.5 Partner Consents. All required partner consents for this transaction
contemplated hereby under the Partnership's Partnership Agreement shall have
been obtained.

7.6 Registration Statement. The registration statement(s) required by
Article XIII hereof shall be effective.

7.7 Opinion of Counsel. The Partnership shall have received an opinion
dated as of the Closing Date from counsel for Panthers and Panthers BRHC
Limited, in form and substance acceptable to Partnership, to the effect that:

(i) Panthers is a corporation duly organized, validly existing and in
good standing under the laws of the State of Florida; Panthers has the
requisite power and authority to carry on its business as now being
conducted; Panthers BRHC Limited is a limited partnership duly organized,
validly existing and in good standing under the laws of the State of
Florida; and Panthers BRHC Limited has the requisite power and authority to
carry on its business as now being conducted;

(ii) Panthers (and Panthers Affiliates) and Panthers BRHC Limited each
have the power and authority to execute and deliver the Transaction
Agreements to which they are a party, to perform their respective
obligations hereunder and thereunder and to consummate the transactions
contemplated hereby or thereby. Each of Panthers (and Panthers Affiliates)
and Panthers BRHC Limited have taken all action necessary to authorize the
execution and delivery of the Transaction Agreements to which they are a
party, including obtaining all required consents required by their
respective Articles of Incorporation and Bylaws, which consents have been
validly obtained, and the performance of their respective obligations
hereunder and thereunder and the consummation of the transactions
contemplated hereby and thereby;

(iii) The execution and delivery of the Transaction Agreements by
Panthers (and Panthers Affiliates) and Panthers BRHC Limited to which they
are a party and the performance of their respective agreements in the
Transaction Agreements do not violate the Articles of Incorporation, or the
Bylaws of Panthers (and Panthers Affiliates) or the Certificate of Limited
Partnership or Partnership Agreement of Panthers BRHC Limited,
respectively.

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

(v) Upon consummation of the transactions contemplated hereunder and
the issuance and delivery of the Panthers Warrants, the Panthers Warrants
will be validly issued; upon the exchange of any of the Exchange Rights for
Panthers Shares, and the issuance and delivery of certificates representing
the Panthers Shares to the holders of the Exchange Rights, the Panthers
Shares will be validly issued, fully paid and non-assessable shares of
Panthers Common Stock; and upon exercise of the Panthers Warrants in
accordance with the terms thereof, and payment of the exercise price with
respect thereto, and upon issuance and delivery of the certificates
representing shares of Panthers Common Stock therefore, the shares of
Panthers Common Stock issued thereunder will be validly issued, fully paid
and non-assessable; and

(vi) As of a date on or about the Closing Date, a statement of the
authorized capital stock of Panthers (including any shares of stock
reserved for issuance under any stock option plan); together with a
statement of the total number of securities issued by Panthers and
outstanding (and whether such securities are fully paid and
non-assessable); together with a statement of the total shares of Common

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Stock which are unissued but subject to granted but currently unexercised
options and which are reserved for issuance pursuant to the Exchange
Agreement and upon exercise of the Panthers Warrants.

7.8 Share Price. After the mailing of the solicitations for the limited
partner consents under Section 7.5, there shall not have occurred a Material
Adverse Effect with respect to Panthers which causes the stock price of Panthers
on the NASDAQ Stock Market to fall below $26.375.

ARTICLE VIII

REGISTRATION

8.1 Registration. Prior to the Closing Date, Panthers shall register under
the Securities Act of 1933 ("Securities Act") and under applicable state
securities law, the issuance of the Exchange Rights, Panthers Shares, the Fee
Shares and the Panthers Warrants to the Partnership. Panthers BRHC Limited and
Panthers shall use best efforts to keep the registration statements required by
this Section 8.1 effective for so long as shall be necessary to allow the resale
of any underlying Panthers Common Stock to be made by any holder thereof without
restriction under Section 4(1) of the Securities Act (but without taking into
account any status of such holder as an affiliate of Panthers or Panthers BRHC
Limited).

8.2 Expenses of Registration. Panthers and Panthers BRHC Limited shall pay
all expenses incurred in connection with the registration, qualification and/or
exemption of the securities to be issued hereunder, including any SEC and state
securities law registration and filing fees, printing expenses, fees and
disbursements of Panthers' and Panthers BRHC Limited's counsel and accountants,
transfer agents' and registrars' fees, fees and disbursements of experts used by
Panthers and Panthers BRHC Limited in connection with such registration,
qualification and/or exemption, and expenses incidental to any amendment or
supplement to the Registration Statements or prospectuses contained therein.
Panthers and Panthers BRHC Limited shall not, however, be liable for any sales,
broker's or underwriting commissions upon sale by any holder of any of the
Panthers Shares or Panthers Warrants.

ARTICLE IX

APPLICATION OF HELD BACK INTERESTS

9.1 Survival of Representations and Warranties. Each of the
representations and warranties of the Panthers and Panthers BRHC Limited in this
Agreement or pursuant hereto shall expire at the Closing Date. Each of the
representations and warranties made by the Partnership, the General Partner and
BRMC in this Agreement or pursuant hereto shall expire at the Closing Date,
provided however, that with respect to the Trade Accounts Receivable and Premier
Club Accounts Receivable "Loss Experience" (defined below), Panther's designee
(for example, for purposes of this Article IX, Panthers BRGP Corporation) shall
have recourse to the Held Back Interests as set forth in Section 9.2 hereof.

9.2 Loss Experience and Security for Loss Experience. The "Loss
Experience" with respect to the Trade Accounts Receivable and the Premier Club
Accounts Receivable identified on the Closing Net Working Capital Statement
shall be calculated as of December 31, 1997, unless the Closing occurs
subsequent to June 30, 1997, in which case the Loss Experience shall be
calculated as of a date which is the end of the calendar quarter and which falls
between six and nine months after the Closing Date ("Settlement Date"); for
example, if the Closing occurs on July 10, 1997, the Settlement Date would be
March 31, 1998.

(a) Trade Accounts Receivable Loss Experience shall equal: The total
amount of Trade Accounts Receivable listed on the Closing Net Working
Capital Statement which are uncollected at the Settlement Date.

(b) Premier Club Accounts Receivable Loss Experience shall equal: The
sum of (i) the total amount of Premier Club Accounts Receivable past due
(determined in good faith between Panthers and the Partnership) as of the
Settlement Date ("PCAR Delinquent Amount") plus (ii) the product of (1) the
percentage obtained by dividing (x) the PCAR Delinquent Amount by (y) the
total Premier Club

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Accounts Receivable set forth on the Closing Net Working Capital Statement
which were due on or before the Settlement Date; multiplied by (2) the
amount identified on the Closing Net Working Capital Statement as being due
subsequent to the Settlement Date.

9.3 Adjustment Amount. The Partnership shall pay to Panthers BRGP
Corporation the "Adjustment Amount," which shall equal: (i) the Trade Accounts
Receivable Loss Experience, plus (ii) any negative amount obtained by
subtracting from the Net Working Capital set forth on the Closing Net Working
Capital Statement: (1) the transaction costs referred to in Section 5.20; and
(2) the Premier Club Accounts Receivable Loss Experience. As security for the
agreement by the Partnership to pay the Adjustment Amount, the Partnership does
hereby grant a security interest in, and Pledge to Panthers BRGP Corporation the
Held Back Interests (as defined in Section 1.8(i)) and any Panthers Common Stock
exchangeable therefore and proceeds of all of the foregoing. Panthers BRGP
Corporation may set off against the Held Back Interests and against any proceeds
thereof the Adjustment Amount for which the Partnership may be responsible
pursuant to this Agreement, subject, however, to the following terms and
conditions:

(a) Panthers BRGP Corporation shall give written notice to the
Partnership of any claim for setoff against the Held Back Interests, which
notice shall set forth: (i) the amount of the Adjustment Amount; and (ii)
the basis of such claim;

(b) Such set off shall be effected on the later to occur of the
expiration of 30 days from the date of such notice (the "Notice of Contest
Period") or, if such claim is contested, the date the dispute is resolved,
and such set off shall be charged proportionally against the shares set
aside;

(c) If, prior to the expiration of the Notice of Contest Period, the
Partnership shall notify Panthers BRGP Corporation in writing of an
intention to dispute the claim, the parties shall in good faith negotiate
to resolve the claim or submit the matter to binding arbitration;

(d) For purposes of this Article, Panthers Shares for which each Held
Back Interest can be exercised shall be valued at the greater of the Price
per Share or the price per share of Panthers Common Stock at the close of
trading on the date the written notice is sent pursuant to clause (a)
above.

(e) Neither the Partnership nor the General Partner shall be liable to
Panthers or Panthers BRHC Limited or Panthers BRGP Corporation for any
deficiency resulting from the value of the Held Back Interests being less
than the Adjustment Amount, it being agreed that the only recourse against
Partnership by any party for the Adjustment Amount shall be to the Held
Back Interests.

9.4 Voting of and Dividends on the Held Back Interests. Except with
respect to Held Back Interests transferred pursuant to the foregoing right of
set off (and in the case of such Held Back Interests, until the same are
transferred), all Held Back Interests shall be deemed to be owned by the
Partnership and the Partnership shall be entitled to vote any proceeds thereof;
provided, however, that, there shall also be deposited with Panthers, subject to
the terms of this Article, all shares of Panthers Common Stock issued to the
Partnership as a result of any exercise of any Exchange Rights with respect to
Held Back Interests, and as a result of any stock dividend or stock split and
all cash issuable to the Partnership as a result of any cash dividend with
respect to Panthers Common Stock exchangeable therefore. All stock and cash
issued or paid upon Held Back Interests shall be distributed to the person or
entity entitled to receive such Held Back Interests together with such Held Back
Interests.

9.5 Delivery of Held Back Interests and Proceeds. Panthers BRGP
Corporation agrees to deliver to the Partnership promptly following the
Settlement Date any Held Back Interests (or proceeds thereof) then held by it
which it is not entitled to retain pursuant to Section 9.3, unless there then
remains unresolved any claim for an Adjustment Amount as to which notice has
been given, in which event any Held Back Interests remaining on deposit after
such claim shall have been satisfied shall be returned to the Partnership
promptly after the time of satisfaction.

9.6 Adjustment to Consideration. All setoffs made pursuant to this Article
shall be treated as adjustments to the consideration granted under Section 1.8
hereof.

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ARTICLE X

DEFINITIONS

10.1 Defined Terms. As used herein, the following terms shall have the
following meanings:

"Affiliate" shall have the meaning ascribed to it in Rule 12b-2 of the
General Rules and Regulations under the Exchange Act, as in effect on the
date hereof.

"Asbestos-Containing Material" means any material containing more than
one percent (1%) asbestos.

"CERCLA" means the Comprehensive Environmental Response Compensation
and Liability Act of 1980 (42 U.S.C. 9601, et seq.), as heretofore or
hereafter amended from time to time.

"Contract" means any agreement, contract, lease, note, mortgage,
indenture, loan agreement, franchise agreement, covenant, employment
agreement, license, instrument, purchase and sales order, commitment,
undertaking, obligation, whether written or oral, express or implied.

"Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated)
under common control which, together with any Person, are treated as a
single employer under Section 414(b) or 414(c) of the Internal Revenue
Code.

"Environmental Laws" collectively means and includes all present and
future laws and any amendments (whether common law, statute, rule, order,
regulation or otherwise), permits, and other requirements or guidelines of
governmental authorities applicable to the Owned Property and relating to
the environment and environmental conditions or to any Hazardous Substance
or Hazardous Substance Activity (including, without limitation, CERCLA, the
Federal Resource Conservation and Recovery Act of 1976, 42 U.S.C.
sec. 6901, et seq., the Hazardous Materials Transportation Act, 49 U.S.C.
sec. 6901, et seq., the Federal Water Pollution Control Act, 33 U.S.C.
sec. 1251, et seq., the Clean Air Act, 33 U.S.C. sec. 7401, et seq., the
Clean Air Act, 42 U.S.C. sec. 7401, et seq., the Toxic Substances Control
Act, 15 U.S.C. sec. 2601-2629, the Safe Drinking Water Act, 42 U.S.C.
sec. 300f-300j, the Emergency Planning and Community Right-to-Know Act, 42
U.S.C. sec. 1101, et seq., and any so-called "Super Fund" or "Super Lien"
law, environmental laws administered by the Environmental Protection
Agency, any similar state and local laws and regulations, all amendments
thereto and all regulations, orders, decisions, and decrees now or
hereafter promulgated thereunder).

"Environmental Report" means the "Report of Phase I Environmental Site
Assessment and Limited Visual Asbestos Survey" of the Boca Raton Resort and
Club dated August 8, 1996 prepared by Law Engineering and Environmental
Services, Inc., Project Number 40795-6-0505.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Expansion Plan" shall have the meaning set forth in the Loan
Agreement.

"GAAP" means generally accepted accounting principles in effect in the
United States of America from time to time.

"Governmental Authority" means any nation or government, any state,
regional, local or other political subdivision thereof, and any entity or
official exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

"Hazardous Substance" means, at any time, (i) asbestos and any
Asbestos-Containing Material, (ii) any substance that is listed in, or
otherwise classified pursuant to, any Environmental Laws or any applicable
laws or regulations as a "hazardous substance", "hazardous material",
"hazardous waste", "infectious waste", "toxic substance", "toxic pollutant"
or any other formulation intended to define, list, or classify substances
by reason of deleterious properties such as ignitability, corrosivity,
reactivity, carcinogenicity, toxicity, reproductive toxicity, or "EP
toxicity", (iii) any petroleum and drilling fluids, produced waters, and
other wastes associated with the exploration, development or production of
crude

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oil, natural gas, or geothermal resources and (iv) petroleum productions,
ploychlorinated biphenyls, urea formaldehyde, radon gas, radioactive
matter, and medical waste.

"Hazardous Substance Activity" means any actual use, packaging,
labeling, treatment, leaching, spill, cleanup, storage, holding, existence,
release, emission, discharge, generation, processing, abatement, removal,
disposition, handling or transportation of any Hazardous Substance from,
under, into or on the Owned Property or surrounding property (but only
concerning surrounding property to the extent of seepage, release,
discharge, migration, disposal or other actions from the Owned Property to
the surrounding property or from the surrounding property to the Owned
Property).

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

"Legal Requirements" means all applicable laws, statutes, ordinances,
rulings, regulations, codes, decrees, orders, judgments, covenants,
conditions, restrictions, approvals, permits and requirements under any
Permitted Exception or for, from or by any Governmental Authority,
including zoning, subdivision, use, environmental, building, safety,
health, housing and fire.

"Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including, but not limited to, any conditional
sale or other title retention agreement, any lease in the nature thereof,
and the filing of or agreement to give any financing statement under the
Uniform Commercial Code or comparable law or any jurisdiction in connection
with such mortgage, pledge, security interest, encumbrance, lien or
charge).

"Loan Agreement" means that certain Loan Agreement dated August 26,
1996 between the Partnership, as Borrower, the Bank's signatory thereto and
the Bank of Nova Scotia, as Agent.

"Material Adverse Change (or Effect)" means a change (or effect) in
the condition (financial or otherwise), properties, assets, liabilities,
rights, obligations, operations or business, which change (or effect)
individually or in the aggregate is materially adverse to such condition,
properties, assets, liabilities, rights, obligations, operations or
business.

"Permitted Exceptions" means those items set forth on Schedule 3.11(b)
hereof.

"Person" means an individual, partnership, corporation, business
trust, joint stock company, estate, trust, unincorporated association,
joint venture, Governmental Authority or other entity, of whatever nature.

"Plan" means an employee pension benefit plan which is covered by
Title IV of ERISA or subject to the minimum funding standards under Part 3
of Title I of ERISA or Section 412 of the Code and is either (a) maintained
by any Person or any member of a Controlled Group for employees of such
Person or any member of such Controlled Group or (b) maintained pursuant to
a collective bargaining agreement or any other arrangement under which more
than one employer makes contributions and to which such Person or any
member of a Controlled Group is then making or has any obligation to make
contributions or, within the preceding five plan years, has made or has had
any obligation to make contributions.

"Register", "registered" and "registration" refer to a registration of
the offering and sale of securities effected by preparing and filing a
registration statement in compliance with the Securities Act and the
declaration or ordering of the effectiveness of such registration
statement.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

"Survey" means the surveys described on Item 1 of the Permitted
Exceptions.

"Tax Return" means any tax return, filing or information statement
required to be filed in connection with or with respect to any Taxes; and

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"Taxes" means all taxes, fees or other assessments, including, but not
limited to, income, excise, property, sales, franchise, intangible,
withholding, social security and unemployment taxes imposed by any federal,
state, local or foreign governmental agency, and any interest or penalties
related thereto.

10.2 Other Definitional Provisions. (a) All terms defined in this
Agreement shall have the defined meanings when used in any certificates, reports
or other documents made or delivered pursuant hereto or thereto, unless the
context otherwise requires.

(b) Terms defined in the singular shall have a comparable meaning when used
in the plural, and vice versa.

(c) All matters of an accounting nature in connection with this Agreement
and the transactions contemplated hereby shall be determined in accordance with
GAAP, applied on a basis consistent with prior periods, where applicable.

(d) As used herein, the neuter gender shall also denote the masculine and
feminine, and the masculine gender shall also denote the neuter and feminine,
where the context so permits.

ARTICLE XI

TERMINATION

11.1 Termination. This Agreement may be terminated at any time prior to
the Closing Date:

(a) by mutual written consent of all of the parties hereto at any time
prior to the Closing;

(b) by Panthers, in the event of a breach by any of the Partnership,
the General Partner or BRMC of any provision of this Agreement which would
have a Material Adverse Effect upon the Partnership or upon the rights or
benefits of Panthers or Panthers BRHC Limited hereunder;

(c) by the Partnership in the event of a breach by Panthers or
Panthers BRHC Limited of any provision of this Agreement which would have a
Material Adverse Effect on the rights or benefits of the Partnership
hereunder;

(d) by either Panthers or the Partnership if the Closing shall not
have occurred by December 31, 1997;

(e) by either Panthers or the Partnership if the requisite consents of
the limited partners of the Partnership are not obtained within ninety (90)
days of the last mailing of the consent solicitation or any amendment
thereof; or

(f) by the Partnership upon payment of the Termination Fee set forth
in Section 5.12 hereof.

11.2 Effect of Termination. In the event of termination of this Agreement
pursuant to Section 11.1, this Agreement shall forthwith become void and of no
further force and effect and the parties shall be released from any and all
obligations hereunder; except that the provisions of Section 5.12 shall survive,
as applicable.

ARTICLE XII

GENERAL PROVISIONS

12.1 Notices. All notices, requests, demands, claims, and other
communications hereunder shall be in writing and shall be delivered by certified
or registered mail (first class postage pre-paid), guaranteed overnight
delivery, or facsimile transmission if such transmission is confirmed by
delivery by certified or registered mail (first class postage pre-paid) or
guaranteed overnight delivery, to the following addresses and

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telecopy numbers (or to such other addresses or telecopy numbers which such
party shall designate in writing to the other party):

(a) IF TO THE PANTHERS:

Florida Panthers Holdings, Inc.
100 S.E. Third Avenue, Second Floor
Ft. Lauderdale, FL 33301
Attn: Steven M. Dauria
Telecopy: (954) 768-1920

WITH A COPY TO:

Akerman, Senterfitt & Eidson, P.A.
One Southeast Third Avenue, 28th Floor
Miami, Florida 33131
Attention: Stephen K. Roddenberry, Esq.
Telecopy: (305) 374-5095

(b) IF TO ANY OF THE PARTNERSHIP, THE GENERAL PARTNER OR BRMC TO:

Private Merchant Banking Company
380 Lexington Avenue, Suite 4500
New York, NY 10168
Attention: Theodore V. Fowler
Telecopy: (212) 689-9519

WITH A COPY TO:

Boca Raton Hotel and Club Limited Partnership
501 East Camino Real
Boca Raton, Florida 33432
Attn: Edward E. March
Telecopy: (561) 394-9183

WITH A COPY TO:

Rogers & Wells
200 Park Avenue
New York, New York 10166
Attn: James M. Asher, Esq.
Telecopy: (212) 878-3215

Notice shall be deemed given on the date sent if sent by overnight delivery
or facsimile transmission and on the date delivered (or the date of refusal of
delivery) if sent by certified or registered mail.

12.2 Entire Agreement. This Agreement (including the Exhibits and
Schedules attached hereto) and other documents delivered at the Closing pursuant
hereto, contains the entire understanding of the parties in respect of its
subject matter and supersedes all prior agreements and understandings (oral or
written) between or among the parties with respect to such subject matter,
including, but not limited to that certain Contribution and Exchange Agreement
dated as of March 20, 1997 by and among the parties hereto. The Exhibits and
Schedules constitute a part hereof as though set forth in full above.

12.3 Amendment; Waiver. This Agreement may not be modified, amended,
supplemented, canceled or discharged, except by written instrument executed by
all parties. No failure to exercise, and no delay in exercising, any right,
power or privilege under this Agreement shall operate as a waiver, nor shall any
single or partial exercise of any right, power or privilege hereunder preclude
the exercise of any other right, power or privilege. No waiver of any breach of
any provision shall be deemed to be a waiver of any preceding or succeeding
breach of the same or any other provision, nor shall any waiver be implied from
any course of dealing between the parties. No extension of time for performance
of any obligations or other acts hereunder or under any other agreement shall be
deemed to be an extension of the time for performance of any other

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obligations or any other acts. The rights and remedies of the parties under this
Agreement are in addition to all other rights and remedies, at law or equity,
that they may have against each other.

12.4 Binding Effect; Assignment. The rights and obligations of this
Agreement shall bind and inure to the benefit of the parties and their
respective successors and assigns. Nothing expressed or implied herein shall be
construed to give any other person any legal or equitable rights hereunder.
Except as expressly provided herein, the rights and obligations of this
Agreement may not be assigned by any of the parties without the prior written
consent of the other party; provided however, that Panthers may designate that
its affiliates may hold the Panther Interest.

12.5 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which together shall
constitute one and the same instrument.

12.6 Interpretation. When a reference is made in this Agreement to an
article, section, paragraph, clause, schedule or exhibit, such reference shall
be deemed to be to this Agreement unless otherwise indicated. The headings
contained herein and on the schedules are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement or the
schedules. Whenever the words "include," "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation." Time shall be of the essence in this Agreement.

12.7 Governing Law; Interpretation. This Agreement shall be construed in
accordance with and governed for all purposes by the laws of the State of
Florida applicable to contracts executed and to be wholly performed within such
State.

12.8 Arm's Length Negotiations. Each party herein expressly represents and
warrants to all other parties hereto that (a) before executing this Agreement,
said party has fully informed itself of the terms, contents, conditions and
effects of this Agreement; (b) said party has relied solely and completely upon
its own judgment in executing this Agreement; (c) said party has had the
opportunity to seek and has obtained the advice of counsel before executing this
Agreement; (d) said party has acted voluntarily and of its own free will in
executing this Agreement; (e) said party is not acting under duress, whether
economic or physical, in executing this Agreement; and (f) this Agreement is the
result of arm's length negotiations conducted by and among the parties and their
respective counsel.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.

FLORIDA PANTHERS HOLDINGS, INC., a
Florida corporation

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

PANTHERS BRHC LIMITED, a Florida
limited
partnership

By: Panthers BRGP Corporation
as general partner

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

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BOCA RATON HOTEL AND CLUB, LTD.,
a Florida limited partnership

By: BRMC, L.P., a Delaware limited
partnership, as general partner

By: BRMC, Inc., a Delaware
corporation, as general partner

By:
-----------------------------
Theodore V. Fowler, Chief
Executive Officer

BRMC, L.P., a Delaware limited
partnership

By: BRMC, INC., a Delaware
corporation, as general partner

By:
-----------------------------
Theodore V. Fowler, Chief
Executive Officer

BRMC, INC., a Delaware corporation

By:
------------------------------------
Theodore V. Fowler, Chief Executive
Officer

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EXHIBIT "A"

Cash, accounts receivable and other assets such as supplies or inventory,
which have a total value and adjusted tax basis for federal income tax purposes
of approximately $30 million provided, however, that if the Partnership secures
a deduction for federal income tax purposes upon the transfer of the Fee Shares
to creditors of the Partnership, the Partnership and Panthers BRGP Corporation
may select assets to be sold having a value in excess of such adjusted tax basis
equal to the amount of the deduction.
219

EXHIBIT "B"

I. ADJUSTMENTS TO EXCHANGE RIGHTS INTERESTS

The number of shares of Class A Common Stock ("Class A Shares") for which
an Exchange Right is exercisable, shall be subject to adjustment from time to
time as set forth below.

1.1 STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. If Florida Panthers
Holdings, Inc. ("Company") shall, at any time or from time to time, (a) make (or
fix a record date for the holders of shares of its Class A or Class B common
stock, par value $.01 per share (collectively, "Common Stock") entitled to
receive) a dividend payable in, or other distribution of, additional shares of
Common Stock, (b) subdivide its outstanding shares of Common Stock into a larger
number of shares of Common Stock, or (c) combine its outstanding shares of
Common Stock into a smaller number of shares of Common Stock, then the number of
Class A Shares issuable upon the exercise of the Exchange Right immediately
prior to the occurrence of any such event shall be adjusted so that the Holder
of the Exchange Right upon exercise on or after that date shall be entitled to
receive the aggregate number and kind of Class A Shares which the Holder of the
Exchange Right would have owned and been entitled to receive as a result of such
event had the Exchange Right been exercised immediately prior thereto.

1.2 DIVIDENDS AND DISTRIBUTIONS OTHER THAN IN CASH. If the Company
shall, at any time or from time to time, make (or fix a record date for the
holders of shares of its Common Stock entitled to receive) a dividend or other
distribution payable in securities or assets of the Company or in the securities
of any subsidiary of the Company (other than shares of Common Stock or cash),
then lawful and adequate provision shall be made so that the Holder of the
Exchange Right shall be entitled to receive upon exercise of the Exchange Right,
in addition to the number of Class A Shares immediately theretofore issuable
upon exercised of the Exchange Right, the kind and number of securities or
assets of the Company or securities of any subsidiary of the Company, which the
Holder would have owned and been entitled to receive had the Exchange Right been
exercised immediately prior to that date.

1.3 CASH DIVIDENDS AND DISTRIBUTIONS. If the Company shall, at any time
or from time to time, (a) make (or fix a record date for the holders of shares
of its Common Stock entitled to receive) a dividend payable in, or other
distribution of cash, then (i) the number of Class A Shares issuable upon the
exercise of the Exchange Right immediately prior to the occurrence of any such
event shall be increased by: (i) the amount of the dividend the Holder of the
Exchange Right would have received if he had exercised his Exchange Right
immediately prior to the record date, divided by (ii) the average price of
Panthers Class A Common Stock for the five consecutive trading days on the
NASDAQ Stock Market immediately preceding the record date.

1.4 REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALES OF ASSETS. If any
of the following transactions (each, a "Special Transaction") shall become
effective: (i) a capital reorganization, whether by reclassification, exchange,
substitution or otherwise (other than a stock or cash dividend, subdivision,
combination or other distribution provided for elsewhere in this Section 1),
(ii) a consolidation or merger of the Company with and into another entity, or
(iii) a sale or conveyance of all or substantially all of the Company's assets,
then as a condition of any such Special Transaction, lawful and adequate
provision shall be made so that the Holder of any Exchange Right shall
thereafter have the right to receive upon exercise of the Exchange Right, in
lieu of the Class A Shares immediately theretofore issuable upon exercise of the
Exchange Right, such shares of stock, other securities, cash or other assets as
may be issued or payable in and pursuant to the terms of such Special
Transaction to the holders of shares of Class A Common Stock for which the
Exchange Right could have been exercised immediately prior to such Special
Transaction. In connection with any Special Transaction, appropriate provision
shall be made with respect to the rights and interests of the Holder of the
Exchange Right to the end that the provisions of the Exchange Right (including
without limitation the provisions of this Section 1), shall thereafter be
applicable, as nearly as may be practicable, to any shares of stock, other
securities, cash or other assets thereafter deliverable upon the exercise of the
Exchange Right. The Company shall not effect any Special Transaction unless
prior to or simultaneously with the closing, the successor entity (if other than
the Company), if any, resulting from such consolidation or

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merger or the entity acquiring such assets shall assume by a written instrument
executed and mailed by certified mail or delivered to the Holder of this
Exchange Right at the address of the Holder appearing on the books of the
Company, the obligation of the Company or such successor corporation to deliver
to the Holder such shares of stock, securities, cash or other assets, as in
accordance with the foregoing provisions, which the Holder shall have the right
to purchase.

II. ADJUSTMENTS TO WARRANTS.

The number of Class A Shares for which a Panthers Warrant is exercisable
and the Exercise Price shall be subject to adjustment from time to time as set
forth below.

2.1 STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. If the Company
shall, at any time or from time to time, (a) make (or fix a record date for the
holders of shares of its Common Stock") entitled to receive) a dividend payable
in, or other distribution of, additional shares of Common Stock, (b) subdivide
its outstanding shares of Common Stock into a larger number of shares of Common
Stock, or (c) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, then (i) the number of Class A Shares issuable
upon the exercise of the Warrant immediately prior to the occurrence of any such
event shall be adjusted so that the Holder of the Warrant upon exercise on or
after that date shall be entitled to receive the aggregate number and kind of
Class A Shares which the Holder of the Warrant would have owned and been
entitled to receive as a result of such event had the Warrant been exercised
immediately prior thereto, and (ii) the Exercise Price in effect immediately
prior to such event shall be adjusted by multiplying such Exercise Price by a
fraction, the numerator of which is the aggregate number of Class A Shares
purchasable upon exercise of the Warrant immediately prior to such event, and
the denominator of which is the aggregate number of Class A Shares purchasable
upon exercise of the Warrant immediately thereafter.

2.2 DIVIDENDS AND DISTRIBUTIONS OTHER THAN IN CASH. If the Company
shall, at any time or from time to time, make (or fix a record date for the
holders of shares of its Common Stock entitled to receive) a dividend or other
distribution payable in securities or assets of the Company or in the securities
of any subsidiary of the Company (other than shares of Common Stock or Cash),
then lawful and adequate provision shall be made so that the Holder of the
Warrant shall be entitled to receive upon exercise of the Warrant, for the
aggregate Exercise Price in effect prior thereto, in addition to the number of
Class A Shares immediately theretofore issuable upon exercise of the Warrant,
the kind and number of securities or assets of the Company or securities of any
subsidiary of the Company, which the Holder would have owned and been entitled
to receive had the Warrant been exercised immediately prior to that date.

2.3 CASH DIVIDENDS AND DISTRIBUTIONS. The Company shall, at any time or
from time to time, (a) make (or fix a record date for the holders of shares of
its Common Stock Common Stock entitled to receive) a dividend payable in, or
other distribution of cash, then (i) the number of Class A Shares issuable upon
the exercise of the Warrant, for the aggregate Exercise Price in effect prior
thereto, immediately prior to the occurrence of any such event shall be
increased by: (i) the amount of the dividend the Holder of this Warrant would
have received if he had exercised his warrant immediately prior to the record
date, divided by (ii) the average price of Panthers Class A Common Stock for the
five consecutive trading days on the NASDAQ Stock Market immediately preceding
the record date.

2.4 REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALES OF ASSETS. If any
of the following transactions (each, a "Special Transaction") shall become
effective: (i) a capital reorganization, whether by reclassification, exchange,
substitution or otherwise (other than a stock or cash dividend, subdivision,
combination or other distribution provided for elsewhere in this Section 2),
(ii) a consolidation or merger of the Company with and into another entity, or
(iii) a sale or conveyance of all or substantially all of the Company's assets,
then as a condition of any such Special Transaction, lawful and adequate
provision shall be made so that the Holder of the Warrant shall thereafter have
the right to purchase and receive upon exercise of the Warrant, in lieu of the
Class A Shares immediately theretofore issuable upon exercise of this Warrant,
for the aggregate Exercise Price in effect immediately prior to such
consummation, such shares of stock, other securities, cash or other assets as
may be issued or payable in and pursuant to the terms of such Special
Transaction to the holders of shares of Common Stock for which the Warrant could
have been exercised

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immediately prior to such Special Transaction. In connection with any Special
Transaction, appropriate provision shall be made with respect to the rights and
interests of the Holder of the Warrant to the end that the provisions of the
Warrant (including without limitation the provisions of this Section 2), shall
thereafter be applicable, as nearly as may be practicable, to any shares of
stock, other securities, cash or other assets thereafter deliverable upon the
exercise of the Warrant. The Company shall not effect any Special Transaction
unless prior to or simultaneously with the closing, the successor entity (if
other than the Company), if any, resulting from such consolidation or merger or
the entity acquiring such assets shall assume by a written instrument executed
and mailed by certified mail or delivered to the Holder of the Warrant at the
address of the Holder appearing on the books of the Company, the obligation of
the Company or such successor corporation to deliver to the Holder such shares
of stock, securities, cash or other assets, as in accordance with the foregoing
provisions, which the Holder shall have the right to purchase.

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EXHIBIT "C"

The Fair Market Value of a partnership interest in Panthers BRHC Limited
shall be determined as follows:

- Assume the sale of contributed Assets and Sold Assets at Appraised
Value

- choice of appraisal provisions

- Run proceeds of sale net of liabilities through Panthers BRHC
Limited's partnership agreement

- Discount 30% for non-marketability and lack of control

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ANNEX B

June 9, 1997

Boca Raton Hotel and Club Limited Partnership
c/o BMRC, L.P., General Partner
501 East Camino Real
Boca Raton, FL 33432-6127

Ladies and Gentlemen:

We understand that Boca Raton Hotel and Club Limited Partnership (the
"Partnership"), BRMC, L.P., the general partner of the Partnership (the "General
Partner"), BRMC Corporation, the general partner of the General partner
("BRMC"), Florida Panthers Holdings, Inc. ("Panthers") and Panthers BRHC Limited
("Panthers BRHC Limited") have entered into the Amended and Restated
Contribution and Exchange Agreement, dated as of March 20, 1997 (the
"Contribution Agreement"), pursuant to which Panthers (through a subsidiary)
will acquire all the assets and liabilities of the Partnership, as described
below. The Partnership owns the Boca Raton Resort & Club located in Boca Raton,
Florida (the "Resort").

As more fully set forth in the Contribution Agreement, at the Closing (as
defined in the Contribution Agreement), (i) the Partnership will transfer to
Panthers certain assets (the "Sold Assets") in exchange for (a) rights to
exchange partnership interests in the Partnership for shares of Class A Common
Stock, par value $.01 per share ("Panthers Common Stock") of Panthers, (b)
warrants to purchase shares of Panthers Common Stock, and (c) shares of Panthers
Common Stock to satisfy certain fee obligations of the Partnership, (ii) the
Partnership will convey to Panthers BRHC Limited all of its other assets,
properties and business (other than certain excluded assets identified in the
Contribution Agreement), (iii) Panthers will contribute, or cause to be
contributed, to Panthers BRHC Limited (x) cash and/or shares of Panthers Common
Stock to satisfy certain obligations of the Partnership and (y) the Sold Assets,
(iv) Panthers BRHC Limited will assume all obligations, duties and liabilities
of the Partnership, and (v) the Partnership will receive a non-managing general
partner interest (the General Partner Interest") in Panthers BRHC Limited having
the rights described in the Contribution Agreement and to be set forth in an
amended and restated partnership agreement of Panthers BRHC Limited (the series
of transactions described in clauses (i), (ii), (iii), (iv) and (v) above, taken
together, are hereinafter referred to as the "Transaction" and the consideration
to be received by the Partnership pursuant thereto, including, without
limitation, through the assumption and satisfaction of Partnership liabilities,
taken together, is hereinafter referred to as the "Consideration").

You have requested our opinion, as of the date hereof, as to the fairness
to the Partnership, from a financial point of view, of the Consideration to be
received by the Partnership in the Transaction. In connection with this opinion,
we have:

(i) Reviewed the financial terms and conditions of the Contribution
Agreement;

(ii) Analyzed certain historical business and financial information
relating to the Partnership and Panthers, including certain public filings
made by Panthers with the Securities and Exchange Commission;

(iii) Reviewed various financial forecasts and other data provided to
us by the Partnership and Panthers relating to certain of their respective
properties;

(iv) Participated in discussions with members of the managements of
the Partnership and Panthers with respect to the businesses and prospects
of the Partnership and Panthers, respectively;

(v) Reviewed public information with respect to certain other
companies which we believe to be relevant or comparable to the Partnership
and Panthers, the securities of which other companies are publicly traded;
224

(vi) Reviewed the financial terms of certain other sale transactions
which we believe to be relevant or comparable to the transaction
contemplated by the Contribution Agreement;

(vii) Reviewed the historical stock prices and trading volumes of
shares of Panthers Common Stock; and

(viii) Conducted such other financial studies, analyses and
investigations and considered such other information, financial studies,
analyses and economic and market data as we deemed appropriate.

We have relied upon the accuracy and completeness of the foregoing
financial and other information, and have not assumed any responsibility for any
independent verification of such information. With respect to financial
forecasts, we have assumed that they have been reasonably prepared on bases
reflecting the best currently available estimates and judgments of management of
the Partnership or Panthers, as the case may be, as to the future financial
performance of the Partnership or Panthers, as the case may be. We assume no
responsibility for and express no view as to such forecasts and projections or
the assumptions on which they are based. In addition, in rendering our opinion,
we have not made or obtained any independent evaluation or appraisal of the
assets and/or liabilities of the Partnership or Panthers (or any of their
respective subsidiaries or affiliates), including, without limitation, the
Resort.

Further, our opinion is necessarily based on economic, market and other
conditions as in effect on, and the information made available to us as of, the
date hereof. With your permission, we have assumed for purposes of this opinion
that the market price of the Panthers Common Stock will not be less than $26.00
per share.

In rendering our opinion, we have assumed that the Transaction will be
consummated on the terms described in the Contribution Agreement, without any
waiver of any material terms or conditions by any party, that the amended and
restated partnership agreement of Panthers BRHC Limited will not contain any
provisions which are materially different with respect to the General Partner
Interests from those described in the Contribution Agreement and that any
necessary consents or approvals of third parties (including any governmental
agencies) will be obtained on terms and conditions that will not have a material
adverse effect on the Partnership, Panthers or their respective affiliates.

BT Securities Corporation is acting as financial advisor to the Partnership
in connection with the transactions contemplated by the Contribution Agreement,
has been engaged by the Partnership for the purpose of rendering this opinion
and will receive fees for its services, a substantial portion of which is
contingent upon the Closing. Such fees include a fee for our delivery of this
opinion. As you are aware, we or our affiliates are lenders to the Partnership
and, in connection with the closing of the transactions contemplated by the
Contribution Agreement, will receive repayments and/or prepayments (including a
yield maintenance premium) with respect to a portion of such indebtedness.
Furthermore, we or our affiliates may remain as lenders to Panthers BRHC Limited
following the Closing and the assumption by such entity of the obligations of
the Partnership. Also, as you are aware, we and our affiliates have from time to
time provided other lending and/or investment banking services to the
Partnership, the General Partner and their respective affiliates and have
received fees or other consideration for such services. We and/or our
affiliates, as full service financial institutions, may hold from time to time
(as principal and/or agent) both long and short positions and other interests in
securities or other obligations of Panthers and its affiliates.

Our engagement and the opinion expressed herein are for the benefit of the
Partnership. Moreover, this letter, and the opinion expressed herein, is not
intended to and does not constitute a recommendation to any partner of the
Partnership as to whether such partner should approve the terms of the
Contribution Agreement, and may not be reproduced, summarized or referred to
publicly or given to any other person without our prior written consent.
Consistent with the foregoing qualifications, we hereby consent to the
attachment of and reference to this fairness opinion in the Consent Solicitation
Statement being prepared by the General Partner and the Consent Solicitation
Statement/Prospectus being prepared by the Panthers, each prepared in connection
with the Transaction.

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Based on and subject to the foregoing, we are of the opinion that, as of
the date hereof, the Consideration to be received by the Partnership in the
Transaction is fair to the Partnership from a financial point of view.

BT SECURITIES CORPORATION

By: /s/ Howard F. Guja
------------------------------------
Title: Managing Director

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CONSENT FORM

FLORIDA PANTHERS HOLDINGS, INC.

THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Unless otherwise indicated on the reverse side, the undersigned, being a
shareholder of record of Florida Panthers Holdings, Inc., a Florida corporation
(the "Company") on March 20, 1997 (the "Record Date"), hereby consents, pursuant
to Section 607.0704 of the Florida Business Corporation Act and the Bylaws of
the Company, with respect to all shares of Common Stock of the Company held of
record by the undersigned on the Record Date, to the taking of the following
action as set forth on the reverse side, without a meeting of the shareholders
of the Company.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

PLEASE MARK VOTES AS IN THIS EXAMPLE.

THIS CONSENT FORM WHEN PROPERLY EXECUTED, DATED, AND DELIVERED WILL BE GIVEN
EFFECT IN ACCORDANCE WITH THE DIRECTIONS BELOW. IF NO DIRECTIONS ARE GIVEN, THIS
CONSENT WILL BE DEEMED A CONSENT IN FAVOR OF THE PROPOSAL SET FORTH BELOW.

A CONSENT "FOR" THE FOLLOWING PROPOSAL IS RECOMMENDED BY THE BOARD OF DIRECTORS.

Approval and adoption of the Contribution and Exchange Agreement dated as of
March 20, 1997, as amended and restated, as set forth in the Solicitation
Statement/Prospectus relating thereto.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

MARK HERE FOR ADDRESS CHANGE AND/OR COMMENTS [ ]

VOTES MUST BE MARKED IN BLACK OR BLUE INK.

PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS CONSENT FORM USING THE ENCLOSED
ENVELOPE.

Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. If acting as an attorney, executor, trustee or in any
other representative capacity, sign name and give full title as such.

Signature: Date: __________ Signature: Date: __________
227

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

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

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

Section 607.0831 of the FBCA provides that a director of a Florida
corporation is not personally liable for monetary damages to the corporation or
any other person for any statement, vote, decision, or failure to act, regarding
corporate management or policy, by a director, unless: (i) the director breached
or failed to perform

II-1
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his duties as a director; and (ii) the director's breach of, or failure to
perform, those duties constitutes: (A) a violation of criminal law, unless the
director had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful; (B) a transaction from
which the director derived an improper personal benefit, either directly or
indirectly; (C) a circumstance under which the liability provisions regarding
unlawful distributions are applicable; (D) in a proceeding by or in the right of
the corporation to procure a judgment in its favor or by or in the right of a
shareholder, conscious disregard for the best interest of the corporation, or
willful misconduct; or (E) in a proceeding by or in the right of someone other
than the corporation or a shareholder, recklessness or an act or omission which
was committed in bad faith or with malicious purpose or in a manner exhibiting
wanton and willful disregard of human rights, safety, or property.

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

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) A list of the exhibits filed as part of this Registration Statement is
set forth in the Exhibit Index which immediately precedes such exhibits.

(b) Financial Statement Schedule -- none

ITEM 22. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

The undersigned Registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer

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229

undertakes that such reoffering prospectus will contain the information called
for by the applicable registration form with respect to reofferings by persons
who may be deemed underwriters, in addition to the information called for by the
other items of the applicable form.

(3) The Registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(4) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

(5) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

(6) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

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230

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 10 day of June, 1997.

Florida Panthers Holdings, Inc.

By: /s/ STEVEN M. DAURIA
------------------------------------
Steven M. Dauria
Vice President and Corporate
Controller

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below on this Registration Statement hereby constitutes and appoints William M.
Pierce or Steven M. Dauria, each with full power to act as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities (including
his capacity as a director and/or officer of Florida Panthers Holdings, Inc.),
until revoked in writing, to sign any and all amendments (including
post-effective amendments and amendments thereto) to this Registration Statement
on Form S-4 of the Company and to sign a Registration Statement pursuant to
Section 462(b) of the Securities Act of 1933 and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto both attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully for all
intents and purposes, as he might or could do in person, hereby ratifying and
confirming all that both attorneys-in-fact and agents or their substitutes may
lawfully do or cause to be done by virtue hereof.

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

SIGNATURE TITLE DATE
--------- ----- ----

/s/ H. WAYNE HUIZENGA Chairman of the Board June 10, 1997
- ----------------------------------------------------- (Principal Executive Officer)
H. Wayne Huizenga

/s/ RICHARD C. ROCHON Vice Chairman June 10, 1997
- -----------------------------------------------------
Richard C. Rochon

/s/ RICHARD H. EVANS President and Director June 10, 1997
- -----------------------------------------------------
Richard H. Evans

/s/ WILLIAM A. TORREY President of Florida Panthers June 10, 1997
- ----------------------------------------------------- Hockey Club, Inc. and
William A. Torrey Director

/s/ WILLIAM M. PIERCE Senior Vice President and Chief June 10, 1997
- ----------------------------------------------------- Financial Officer (Principal
William M. Pierce Financial Officer)

/s/ STEVEN M. DAURIA Vice President and Corporate June 10, 1997
- ----------------------------------------------------- Controller (Principal
Steven M. Dauria Accounting Officer)

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SIGNATURE TITLE DATE
--------- ----- ----

/s/ STEVEN R. BERRARD Director June 10, 1997
- -----------------------------------------------------
Steven R. Berrard

/s/ MICHAEL S. EGAN Director June 10, 1997
- -----------------------------------------------------
Michael S. Egan

/s/ HARRIS W. HUDSON Director June 10, 1997
- -----------------------------------------------------
Harris W. Hudson

/s/ GEORGE D. JOHNSON, JR. Director June 10, 1997
- -----------------------------------------------------
George D. Johnson, Jr.

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EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

2.1 -- Exchange Agreement dated October 25, 1996 by and between the
Company and H. Wayne Huizenga.*
2.2 -- Purchase Agreement dated October 25, 1996 by and between
Decoma Investment, Inc. II and Decoma Investment, Inc. III.*
2.3 -- Partnership Exchange Agreement dated October 25, 1996 by and
between Florida Panthers Hockey Club, Ltd. and H. Wayne
Huizenga.*
2.4 -- Asset Purchase Agreement, dated as of January 18, 1997, by
and among Florida Panthers Ice Ventures, Inc., Iceland
(Coral Springs) Corp., Iceland Holdings, Inc. and Brian
Brisbin.**
2.5 -- Asset Purchase Agreement, dated as of January 18, 1997, by
and among Florida Panthers Ice Ventures, Inc., Brisbin Brook
Beynon, Architects and Brian Brisbin.**
2.6 -- Asset Purchase Agreement, dated as of January 18, 1997, by
and among Florida Panthers Ice Ventures, Inc. and Brian
Brisbin.**
2.7 -- Exchange Agreement (Hyatt Regency Pier 66), dated as of
December 22, 1996.***
2.8 -- Exchange Agreement (Raddison Bahia Mar), dated as of
December 22, 1996.***
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
(contained in the Solicitation Statement/Prospectus as Annex
A)
3.1 -- Amended and Restated Articles of Incorporation of the
Company*
3.2 -- Form of By-Laws of the Company*
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A., Counsel to
the Company
8.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A., Counsel to
the Company, regarding certain federal income tax
consequences.
10.1 -- Broward County Civic Arena License Agreement, dated as of
June 4, 1996, by and between Florida Panthers Hockey Club,
Ltd., Arena Operating Company, Ltd., and Broward County
Florida*
10.2 -- Broward County Civic Arena Operating Agreement, dated as of
June 4, 1996, by and between Arena Operating Company, Ltd.
and Broward County, Florida*
10.3 -- Amendment and Clarification to Operating Agreement and
License Agreement, dated as of June 4, 1996, by and between
Florida Panthers Hockey Club, Ltd., Arena Operating Company,
Ltd. and Broward County, Florida*
10.4 -- Broward County Civic Arena Development Agreement, dated as
of June 4, 1996, by and between Arena Development Company,
Ltd. and Broward County, Florida*
10.5 -- Employment Agreement by and between William A. Torrey and
the Company*
10.6 -- Management Agreement by and between the Company and Huizenga
Holdings, Inc.*
10.7 -- Miami Arena Contract, dated as of October 10, 1986, as
amended, by and between Miami Sports and Exhibition
Authority and Decoma Miami Associates, Ltd.*
10.8 -- First Amendment to Miami Arena Contract and Agreement, dated
as of December 13, 1990, by and between Miami Sports and
Exhibition Authority and Decoma Miami Associates, Ltd.*
10.9 -- Arena Management Agreement, dated as of October 10, 1986, by
and between Decoma Venture and Facility Management and
Marketing (predecessor to Leisure Management International)*
10.10 -- 1996 Stock Option Plan*
10.11 -- Concession Agreement, dated as of April 4, 1995, as amended,
by and between City of Coral Springs, Florida and Can Am
Investment Group, Inc.**
10.12 -- Assignment of Concession Agreement, dated as of January 31,
1997, by and between Coral Springs Ice, Ltd. and Florida
Panthers Holdings, Inc.**
10.13 -- Hotel Management Agreement (Pier 66), by and between 2301 SE
17th St., Ltd. and Rahn Pier Mgt., Inc.***
10.14 -- Hotel Management Agreement (Bahia Mar), by and between 2301
Rahn Bahia Mar, Ltd. and Rahn Bahia Mar Mgmt., Inc.***
21.1 -- Subsidiaries of the Company*
23.1 -- Consent of Arthur Andersen LLP
23.2 -- 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
its opinions filed as Exhibits 5.1 and 8.1)
23.6 -- Consent of Person About to Become a Director (Theodore V.
Fowler)
23.7 -- Consent of Person About to Become a Director (Dennis J.
Callaghan)
23.8 -- Consent of BT Securities Corporation
24.1 -- Powers of Attorney (included on the signature page of this
Registration Statement)

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

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